John Paulson
About John Paulson
John A. Paulson (age 69) has served on AAMI’s Board since November 2018 and as independent Chairman since April 2020. He is President and Portfolio Manager of Paulson Capital Inc.; previously President/Founder of Paulson & Co. Inc., a general partner at Gruss Partners, and a managing director in M&A at Bear Stearns. He holds an MBA from Harvard Business School and a BA from New York University. The Board has affirmatively determined him to be independent under NYSE rules despite Paulson & Co.’s significant ownership stake, citing alignment of interests with shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paulson Capital Inc. | President & Portfolio Manager | — | Specializes in global mergers, event arbitrage, credit strategies |
| Paulson & Co. Inc. | President & Portfolio Manager; Founder | Founded 1994 | Founded leading investment firm; strategic and transactional expertise |
| Gruss Partners | General Partner | — | Investment leadership |
| Bear Stearns | Managing Director, M&A | — | Transaction execution experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bausch Health Companies Inc. | Non‑Executive Chairperson; Director | Director Jun 2017–May 2022; Non‑Exec Chair since Jun 2022 | Board leadership at large-cap healthcare company |
| Bausch + Lomb Corporation | Director | Since Apr 2022 | Governance oversight at optical health company |
Board Governance
- Role: Independent Chairman of the Board since April 1, 2020; Lead Independent Director role retained by Robert J. Chersi to strengthen oversight structure .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; members: Barbara Trebbi, Robert J. Chersi, John Paulson (all independent) .
- Independence: Board determined Paulson is independent under NYSE rules, notwithstanding Paulson & Co.’s right to nominate one director and >20% ownership, citing alignment with shareholders .
- Attendance: In 2024 there were 9 Board meetings and 18 committee meetings; no director attended fewer than 75% of meetings, and all directors attended the 2024 annual meeting virtually .
- Executive sessions: Non‑management and independent directors hold regular executive sessions; the Chairman presides when a non‑management director serves as Chair .
Fixed Compensation
| Component | Cash ($) | Notes |
|---|---|---|
| Board Chair retainer | 175,000 | Paid only if Chair is not an employee |
| Nominating & Corporate Governance Chair fee | 10,000 | Committee chair stipend |
| Total cash fees received (2024) | 185,000 | Reported for John Paulson |
Performance Compensation
| Equity Instrument | Grant-date fair value ($) | Units | Vesting Terms |
|---|---|---|---|
| RSUs (Director annual grant) | 175,001 | — | Director RSUs vest on the earlier of one-year anniversary or the next annual meeting |
| RSUs outstanding (12/31/2024) | — | 7,764 | Scheduled to vest by the earlier of the 2024 Annual Meeting or June 7, 2025 |
- Anti‑hedging/pledging: Directors are prohibited from hedging, shorting, or pledging company stock .
- Director ownership guidelines: Non‑employee directors must hold stock equal to ≥500% of the cash Board fee; until met, retain 100% of net shares at vesting; directors subject to guidelines are in compliance .
Other Directorships & Interlocks
| Entity | Nature | Details |
|---|---|---|
| Paulson & Co. Stockholder Agreement | Governance right | Paulson & Co. may nominate one director while owning ≥7% of outstanding shares; it nominated Andrew Kim . |
| Registration Rights Agreement | Shareholder rights | Paulson & Co. has shelf and piggy‑back registration rights; AAMI bears registration expenses (excluding Paulson’s legal/underwriting fees and transfer taxes) . |
Expertise & Qualifications
- Transactional and investment expertise in mergers, event arbitrage, and credit strategies; strategic insight cited by Board as rationale for nomination and Chair role .
- Governance experience through Chair/director roles at Bausch Health and Bausch + Lomb .
- Academic credentials: MBA (Harvard), BA (NYU) .
Equity Ownership
| Holder | Shares beneficially owned | % Outstanding | Notes |
|---|---|---|---|
| John Paulson | 8,973,881 | 24.2% | Includes 15,996 shares held directly and 7,764 RSUs vesting within 60 days; remainder reflects indirect beneficial ownership of Paulson & Co. shares per Schedule 13D/A . |
| Paulson & Co. Inc. | 8,950,121 | 24.1% | Reported on Schedule 13D/A (Dec 22, 2021) . |
- Pledging/hedging: Prohibited for directors, mitigating alignment risks .
- Director ownership guideline compliance: In compliance per company disclosure .
Governance Assessment
- Strengths: Independent Chairman with deep financial and transactional expertise; robust committee leadership as Chair of Nominating & Corporate Governance (which also oversees director compensation biennially and ESG matters); strong attendance; stringent anti‑hedging/pledging and director ownership guidelines support alignment .
- Alignment signal: Significant beneficial ownership via Paulson & Co. considered by the Board to align interests rather than impair independence; independent status affirmed annually .
- Potential conflicts: Paulson & Co.’s >20% stake, nomination right for one director, and registration rights could concentrate influence; Paulson also chairs the committee that reviews director compensation and ESG, heightening the importance of transparent processes and recusal as needed for related‑party matters .
- Compensation mix: Paulson’s director pay is balanced between cash ($185,000) and equity RSUs ($175,001), with time‑based vesting; no performance‑conditioned director equity, which is typical for boards but offers limited direct pay‑for‑performance linkage for directors .
RED FLAGS
- Large shareholder influence: Paulson & Co.’s 24% ownership and contractual nomination/registration rights may create perceived governance influence; continued independent oversight and rigorous related‑party review are critical .
- Committee concentration: As Chair of Nominating & Corporate Governance while being the controlling person of a major shareholder, vigilance on conflicts and adherence to the related‑party transaction policy is essential .
Related‑party safeguards: The Audit Committee oversees related‑party transactions >$120,000, requires arm’s‑length terms, and bars interested committee members from deliberations/votes, mitigating conflict risks .