Jeffrey A. Joerres
Artisan Partners Asset ManagementAbout Jeffrey A. Joerres
Independent director of Artisan Partners Asset Management Inc. (APAM); age 65; director since February 2013. Former Executive Chairman/Chairman and long‑tenured CEO of ManpowerGroup, bringing global operating, human capital, and public-company board experience. Currently chairs APAM’s Compensation Committee and serves on the Audit Committee; the Board classifies him as independent under NYSE standards. Attendance in 2024 met the company policy threshold (each director ≥75% of meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ManpowerGroup | Chief Executive Officer | Apr 1999 – May 2014 | Led global workforce solutions firm; recognized for human capital and operating expertise |
| ManpowerGroup | Executive Chairman/Chairman | Until Dec 2015 | Oversight and succession continuity following CEO tenure |
| Federal Reserve Bank of Chicago | Chairman and Director (past) | Not disclosed | Governance/oversight in financial system context |
| Johnson Controls International plc | Director (former) | Not disclosed | Public company board experience |
| U.S. Council for International Business | Trustee (former) | Not disclosed | Policy and international business engagement |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| ConocoPhillips | Director (current) | Not disclosed | Public company board service |
| Western Union | Director (current) | Not disclosed | Public company board service |
Board Governance
- Independence: Classified as independent; APAM had six of seven directors independent in 2024; post‑2025 annual meeting, five of seven expected independent .
- Committees: Chair, Compensation Committee; Member, Audit Committee (Audit members all “financial experts”) .
- Attendance and engagement: 2024—Board (5 meetings), Audit (7), Compensation (4), Governance (4); all directors attended ≥75% of applicable meetings; all seven directors attended the 2024 annual meeting .
- Leadership context: Board transitioning to Executive Chair (Colson) and Lead Independent Director (DiMarco) after 2025 annual meeting; independent directors hold executive sessions regularly (in connection with each Board meeting) .
Fixed Compensation (Non‑Employee Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid in four installments; all 2024 directors elected RSUs in lieu; in‑lieu RSUs vested 25% each quarter |
| Compensation Committee Chair retainer | $40,000 | Elected as RSUs; quarterly vesting for in‑lieu portion |
| Standard annual equity (RSUs) | $125,000 | Director plan RSUs with dividend equivalents; delivered at change‑in‑control or upon board service termination |
| Total 2024 director compensation (reported as stock awards) | $240,000 | Reflects $125k standard RSUs + $115k in‑lieu of cash (retainer + chair fee) |
2024 director compensation outcomes for Mr. Joerres: $240,000 (all shown as stock awards); no cash fees taken .
Performance Compensation
| Item | Structure/Metric | Disclosure |
|---|---|---|
| Performance-based components | None for non‑employee directors | Director compensation is cash retainer/fees and time‑based RSUs; no performance metrics disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | ConocoPhillips; Western Union |
| Interlocks | Company states no compensation committee interlocks; no executive officer of APAM sits on a board where an APAM executive serves and vice versa |
| Use of compensation consultant | McLagan advises on director compensation market data; reviewed by Comp Committee |
Expertise & Qualifications
- Global operating leadership and human capital optimization from CEO tenure at ManpowerGroup; extensive public board experience .
- Audit Committee “financial expert” designation applies to all Audit members (i.e., financial management/reporting acumen) .
- Investment management industry familiarity at board level; governance expertise as Compensation Chair .
Equity Ownership
| Measure | Amount | As‑of Date | Notes |
|---|---|---|---|
| Beneficial ownership, Class A | 71,635 shares (<1%) | Apr 10, 2025 | Includes RSUs as described in footnote |
| Included RSUs in beneficial total | 68,135 RSUs | Apr 10, 2025 | RSUs deliver upon change in control or board service termination; no voting rights |
| RSUs outstanding (prior year-end) | 62,689 RSUs | Dec 31, 2024 | Annual refresh grants and in‑lieu cash elections explain increase by 4/10/25 |
| Hedging/pledging policies | Hedging prohibited; pledging restricted under insider trading policy | Policy | Applies to directors |
Governance Assessment
-
Strengths
- Independent director; dual role as Compensation Chair and Audit member supports oversight of pay and financial controls; Audit members are “financial experts” .
- Strong engagement: board/committee cadence robust; directors met ≥75% attendance; executive sessions of independents at each regular meeting enhance oversight .
- Director pay aligned to shareholders: majority in equity via RSUs; directors commonly elect equity in lieu of cash; RSUs defer share delivery until service ends, promoting long‑term alignment .
- Shareholder support context: 2024 Say‑on‑Pay approval ~96%, indicating investor acceptance of compensation governance framework Mr. Joerres oversees as Comp Chair .
-
Potential watch items
- Workload: Multiple external public boards (ConocoPhillips, Western Union) could constrain bandwidth; however APAM reports attendance thresholds met in 2024 .
- Committee member investments in APAM vehicles are permitted (e.g., mutual funds/private funds/CITs); monitor for perceived conflicts, though covered by related‑party and fund investment disclosures .
- Board leadership shift (Executive Chair) places greater onus on Lead Independent Director and committee chairs (including Comp Chair) to maintain robust independent oversight .
Appendix Tables
Committee Assignments (2024)
| Committee | Role | Independence |
|---|---|---|
| Compensation Committee | Chair | 100% independent committee |
| Audit Committee | Member | 100% independent; all members “audit committee financial experts” |
Meeting Cadence and Attendance (2024)
| Body | Meetings | Attendance Note |
|---|---|---|
| Board | 5 | All directors ≥75% of combined board/committee meetings |
| Audit Committee | 7 | ≥75% attendance policy met |
| Compensation Committee | 4 | ≥75% attendance policy met |
| Governance & Sustainability Committee | 4 | ≥75% attendance policy met |
2024 Director Compensation (Mr. Joerres)
| Item | Value |
|---|---|
| Stock Awards (RSUs) | $240,000 |
| Fees Paid in Cash | — |
| RSUs outstanding (12/31/24) | 62,689 units |
| Program terms | Standard $125k RSUs; cash retainer/chair fees convertible to RSUs; in‑lieu RSUs vest quarterly; RSUs deliver at change‑in‑control or end of service; dividend equivalents included |
Beneficial Ownership Snapshot
| Holder | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| Jeffrey A. Joerres | 71,635 | <1% | Includes 68,135 RSUs; RSUs lack voting rights until delivery |
No additional director‑specific pledging or hedging activity is disclosed; company policy prohibits hedging and restricts pledging for directors .
Citations:
Director nominees, ages, biographies including Mr. Joerres roles and external boards
Independence status; post‑meeting composition; leadership framework
Committee memberships/chairs; 100% independent committees; Audit “financial expert”; meeting counts; attendance; executive sessions
Compensation Committee interlocks and investments in firm vehicles disclosure
Director compensation program structure and elections; RSU terms; retainer amounts and chair fees; dividend equivalents; delivery timing; vesting
2024 Non‑employee director compensation table and RSUs outstanding by director
Say‑on‑Pay ~96% approval in 2024 engagement summary
Hedging/pledging policy and compensation recovery policy for executives (policy elements applicable to directors with respect to hedging/pledging)
Security ownership table and footnotes for beneficial ownership and RSU inclusion