Bruce Lisman
About Bruce M. Lisman
Independent director of Associated Capital Group, Inc. since the November 30, 2015 spin-off from GAMCO; age 78 as of March 31, 2025. Background spans institutional equities leadership at Bear Stearns (Director of Research 1984–1987; Co‑Head of Institutional Equities 1987–2008) and Chair of JPMorgan’s Global Equity Division post the 2008 Bear Stearns acquisition, retiring in 2009. Current and prior board roles include multiple public and private companies and civic organizations, with the Board citing his extensive board leadership and investment experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bear Stearns Companies | Director of Research | 1984–1987 | Senior research leadership |
| Bear Stearns Companies | Co‑Head, Institutional Equities Division | 1987–2008 | Co-led institutional equities business |
| JPMorgan Chase & Co. | Chair, Global Equity Division | 2008–2009 | Led global equities post acquisition; retired 2009 |
| PC Construction | Chair, Board | 2013–2021 | Board leadership (engineering & construction) |
| Merchants Bancshares | Director | 2005–2016 | Board oversight (regional banking) |
| The Pep Boys – Manny, Moe & Jack (NYSE: PBY) | Director | 2015–2016 (until sale) | Board service during sale process |
| Circor International (NYSE: CIR) | Former Director | Not disclosed | Former public company board member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Life Group (mutual) | Director | Since 2004 | Insurance sector board experience |
| Myers Industries (NYSE: MYE) | Director | Since Apr 2015 | Public company directorship (materials handling/tires) |
| Bank of Burlington | Board Member | Since 2023 | Banking board service |
| Strattec Security Corporation | Director | Since 2023 | Automotive access control products |
| American Forests; University of Vermont | Chair (prior) | Not disclosed | Non-profit/academic board leadership |
Board Governance
- Independence and roles:
- Determined independent under NYSE and company guidelines; Board specifically considered that GAMCO affiliates have at times nominated Lisman (and others) to public-company boards, and concluded no material relationship impairs independence .
- Committee assignments: Audit Committee member; Governance Committee Chair (2025 committee assignments to be set post‑annual meeting, but current table shows roles) .
- Attendance and engagement:
- 2024: Board held five meetings; all directors attended at least 75% of Board and applicable committee meetings .
- Committee activity: Audit Committee met five times in 2024; Governance Committee met once in 2024 .
- Board structure and risk oversight:
- Controlled company under NYSE rules (GGCP >50% voting power); despite exemption, Board currently majority independent; Salerno serves as Lead Independent Director and chairs executive sessions of non‑management/independent directors .
- Audit Committee (Sodano Chair; members Lisman, Salerno) oversees financial reporting, auditor independence; recommended inclusion of 2024 audited financials in Form 10‑K .
Committee Assignments (current)
| Director | Audit Committee | Governance Committee | Compensation Committee | Nominating Committee |
|---|---|---|---|---|
| Bruce M. Lisman | Member | Chair | — | — |
| Salvatore F. Sodano | Chair | — | — | — |
| Frederic V. Salerno | Member | Member | Chair | Member |
| Daniel R. Lee | — | Member | Member | — |
| Elisa M. Wilson | — | — | — | Chair |
| Mario J. Gabelli | — | — | — | Member |
Fixed Compensation (Director)
| Component | 2024 Amount/Terms | 2025 Amount/Terms | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $60,000 | $100,000 (effective Jan 1, 2025) | Increase only for base retainer; other fees unchanged |
| Audit Chair retainer | $20,000 | $20,000 | — |
| Compensation Chair retainer | $12,000 | $12,000 | — |
| Governance Chair retainer | $12,000 | $12,000 | Lisman currently Governance Chair |
| Board meeting fee | $5,000 per meeting | $5,000 per meeting | — |
| Audit Committee meeting fee | $4,000 per meeting | $4,000 per meeting | — |
| Comp/Governance meeting fee | $3,000 per meeting | $3,000 per meeting | — |
| Lisman – Fees earned in cash (2024) | $112,000 | — | No equity or option awards |
Performance Compensation
| Element | Details |
|---|---|
| Stock awards (RSUs/PSUs) | None granted to non‑executive directors in 2024; none outstanding at 12/31/2024 . |
| Option awards | None granted in 2024; none outstanding at 12/31/2024 . |
| Performance metrics tied to director pay | Not applicable; director compensation is cash retainers/meeting fees without performance metrics . |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| Myers Industries (NYSE: MYE) | Public | Director (since Apr 2015) | Public board seat; separate from AC; Daniel R. Lee previously served on Myers board (not current), indicating a historical network overlap among AC directors . |
| Strattec Security Corporation | Public | Director (since 2023) | Public board seat . |
| National Life Group | Mutual | Director (since 2004) | Mutual insurer board . |
| Bank of Burlington | Private/Bank | Board Member (since 2023) | Banking board . |
| American Forests; University of Vermont | Non‑profit/Academic | Former Chair roles | Civic/academic leadership . |
| Potential nomination relationships | — | — | Board considered that GAMCO affiliates may nominate Lisman to other public boards; concluded independence maintained . |
Expertise & Qualifications
- Board highlights Lisman’s extensive experience as board chair/vice chair/committee chair across businesses and civic organizations, executive experience, and investment background as key qualifications for AC’s Board .
- Financial markets expertise from senior equities leadership roles at Bear Stearns and JPMorgan underpin Audit and Governance committee contributions .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | % of Class |
|---|---|---|---|
| Bruce M. Lisman | Class A | 6,000 | <1% (as denoted by “**” in table) |
| Record date / context | — | As of April 16, 2025 | Outstanding shares: 2,192,901 Class A; 18,950,571 Class B |
| Hedging policy | — | Employees and directors are prohibited from hedging company securities | Policy disclosure |
Governance Assessment
- Strengths
- Independent director with long AC tenure (since 2015) and deep capital markets expertise; currently chairs the Governance Committee and serves on the Audit Committee, which met five times in 2024, indicating active oversight cadence .
- Board maintained majority independence despite controlled-company status; Lead Independent Director structure in place; all directors met ≥75% attendance thresholds in 2024 .
- Alignment and incentives
- Director pay is entirely cash (no equity), and no equity awards are outstanding for non‑executive directors, which may limit ownership alignment; Lisman’s reported holding is 6,000 Class A shares (<1%) .
- Conflicts and control considerations
- AC is a controlled company (GGCP ~96.1% voting power as of Mar 1, 2025), creating a structural governance risk; however, the Board annually reviews independence and concluded Lisman remains independent despite potential nominations by GAMCO affiliates .
- Process and policies
- Related‑party transactions are reviewed under written procedures by the Governance Committee/Board; directors do not participate if interested; hedging of company securities is prohibited, supporting alignment .
RED FLAGS to monitor:
- Controlled company status can dilute minority shareholder influence over director elections and committee composition .
- Cash‑only director compensation without equity may reduce long‑term ownership alignment relative to peers .
- Ongoing GAMCO/affiliate relationships (e.g., nomination pathways) warrant continued independence scrutiny, even though the Board concluded independence .