Tracey Brophy Warson
About Tracey Brophy Warson
Independent director (age 62) at AlTi Global, Inc. since 2023; chairs the Environmental, Social Governance & Nominating (ESG&N) Committee and serves on the Human Capital & Compensation Committee (HC&C) . Career spans >32 years in financial services, including CEO of Citi Private Bank North America (2014–2019), Chair of Citi Private Bank (2019), Head of Citi Private Bank Western Division (2010–2014), Managing Director/Head of Western Division at U.S. Trust (2006–2010), and EVP Private Client Services at Wells Fargo (through 2006); B.A. University of Minnesota (business administration and French) . Board determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo | Executive Vice President, Private Client Services | Through 2006 | Led private client services |
| U.S. Trust, Bank of America Private Wealth Management | Managing Director & Head, Western Division | 2006–2010 | Regional leadership |
| Citi Private Bank (Citigroup) | Head, Western Division | 2010–2014 | Oversaw Western division |
| Citi Private Bank North America | Chief Executive Officer | 2014–2019 | Led across 25 offices; oversaw ~$230B client volume |
| Citi | Co-Chair, Citi Women | 2014–2018 | Advanced pay equity/representation; UN Women’s Empowerment Principles |
| Citi Private Bank | Chair | 2019; retired 2020 | Senior leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| InterPrivate II Acquisition Corp (NYSE: IPVA) | Director | 2021 (prior) | SPAC board experience |
| SilverSpike Capital, LLC (private) | Board member | Since 2021 | Focused on cannabis/alternative health |
Board Governance
- Independence: Board determined Warson is “independent” under Nasdaq/SEC standards .
- Board/Committee meetings: Board held 14 meetings in FY2024; all directors attended ≥75% of Board and committee meetings during service periods . In FY2023, Board held 18 meetings; all directors other than one attended ≥75% .
- Committees and roles (current and prior):
- ESG&N Committee: Chair (2024–2025) .
- Human Capital & Compensation Committee: Member (2024–2025) .
- Committee activity levels (FY2024): Audit 13; Compensation 9; ESG&N 4; Transaction 1 .
- Shareholder support: Elected at 2024 Annual Meeting—votes For 102,527,182; Withheld 488,881; Broker Non-Votes 3,400,247 .
Fixed Compensation
| Component | FY2023 Amount ($) | FY2024 Amount ($) | Notes |
|---|---|---|---|
| Board/Committee Cash Fees | 115,000 | 115,000 | Retainer-only approach; no meeting fees |
| Fee Schedule Reference | — | — | Board member $100,000; ESG&N Chair $10,000; Compensation member $5,000; Audit Chair/Member $20,000/$10,000; Transaction Chair/Member $10,000/$5,000 |
| Total Cash | 115,000 | 115,000 | — |
| Total Director Compensation | 279,672 | 332,350 | Includes equity grants (next section) |
Performance Compensation
| Equity Element | FY2023 | FY2024 | Vesting/Terms |
|---|---|---|---|
| Annual RSU Grant – Grant Date Fair Value ($) | 164,672 | 217,350 | Director equity grants vest at the earlier of: business day prior to next annual meeting or June 30 of the year following grant date |
| Unvested RSUs Outstanding (#) | 13,111 (as of 12/31/2023) | 22,312.37 (as of 12/31/2024) | Time-based; no performance metrics |
No director performance metrics disclosed for equity; director equity is time-based RSUs, aligning with stockholder interests via ownership .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed beyond prior SPAC role (IPVA) |
| Committee interlocks | None—Compensation Committee interlocks explicitly not present |
| Related-party or observer arrangements | Board includes investor designees (Allianz, IlWaddi) and observer (Constellation), but no Warson-specific related-party transactions disclosed |
Expertise & Qualifications
- Wealth/asset management leadership, including CEO (Private Banking NA) with oversight of ~$230B client business; extensive banking and private wealth expertise .
- Governance leadership—ESG&N Chair; experience advancing DEI and governance initiatives (Citi Women) .
- Board experience including SPAC and private investment boards .
Equity Ownership
| Metric | As of FY2023 | As of April 7, 2025 | Notes |
|---|---|---|---|
| Beneficial Ownership – Class A Shares (#) | 13,111 | 53,787 | <1% of voting securities in both periods |
| Unvested RSUs (#) | 13,111 (director RSUs held) | 22,312.37 (unvested director RSUs) | Director RSUs time-based |
| Hedging/Pledging | Prohibited by insider trading policy | Prohibited by insider trading policy | Alignment-positive |
| Section 16 filings | 2024: late filings by certain officers/10% holders; Warson not listed among late filers | — | — |
Governance Assessment
- Strengths: Independent status; chairs ESG&N and sits on Compensation—positions central to governance, succession planning, and pay oversight . Consistent attendance (≥75%); strong shareholder support in 2024 director vote . Director pay structure emphasizes equity (increase from $164,672 to $217,350) with stable cash fees, enhancing alignment . Hedging/pledging prohibited; clawback policy adopted for executives, improving overall governance posture .
- Potential concerns/monitoring: External board at SilverSpike Capital (private, cannabis/alternative wellness) is not listed as a related party—no transactions disclosed; monitor for any future dealings with AlTi clients/vendors to preempt conflicts . Broader board composition includes investor designees (Allianz/IlWaddi) and observer (Constellation) which can affect committee dynamics—Warson’s ESG&N chair role is key to maintaining governance standards .
- RED FLAGS: None disclosed specific to Warson—no related-party transactions, no legal proceedings, no pledging; director compensation remains within market norms and subject to a non-employee director compensation limit ($500,000) under the Amended 2023 Plan .
Director Compensation Detail (reference)
| Item | Policy/Amount |
|---|---|
| Cash retainers | Board member $100,000; Committee retainers: Audit Chair/Member $20,000/$10,000; Compensation Chair/Member $10,000/$5,000; ESG&N Chair/Member $10,000/$5,000; Transaction Chair/Member $10,000/$5,000 |
| Equity | Annual director RSU grant value ~ $110,000; vest prior to next annual meeting or by June 30 following grant |
| Non-employee director cap | $500,000 total (cash + awards) per calendar year, with exceptions only in extraordinary circumstances |
Insider Trades
- Proxy disclosures note certain late Section 16 filings by officers/10% holders in 2024; Warson not listed among late filers . No Warson-specific Form 4 transactions were detailed in the proxy; beneficial ownership as shown above .
Attendance & Engagement Signals
- Board held 14 meetings in FY2024; all directors attended ≥75% of Board/committee meetings; independent director executive sessions held regularly . Majority of then-serving directors attended the 2024 annual meeting .
Compensation Committee Analysis
- Warson serves on the Compensation Committee; committee members are independent and use equity-based incentive plans with oversight of risk and disclosure; no interlocks/conflicts identified . Compensation-related risk assessment indicates programs are not reasonably likely to have a material adverse effect; mix of cash/equity and multi-year vesting mitigates risk .
Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company, AlTi is not required to conduct advisory say-on-pay votes; thus no historical say-on-pay percentages disclosed .
Related Party Transactions Policy
- Formal policy for review/approval of related person transactions (> $120,000), with Audit Committee oversight; no Warson-specific related-party transactions disclosed . Prohibition on hedging/pledging enhances alignment .