Bruce Schnitzer
About Bruce W. Schnitzer
Bruce W. Schnitzer (age 80) is a Class B-designated director of Beneficient (BENF) serving since 2023. He is not considered “independent” under Nasdaq rules; Beneficient is a “controlled company,” and the board identifies only three independent directors (Cangany, Donegan, Wendel) . Schnitzer’s career spans private equity and specialty financial services; he is Chairman of Wand Partners and previously served as President & CEO of Marsh, Inc., CFO of Marsh & McLennan Companies (NYSE: MMC), and head of M&A at J.P. Morgan’s Morgan Guaranty Trust .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wand Partners (private equity) | Chairman | 1987–present | Sponsored/invested in 18 platforms; 15 realizations |
| Marsh, Inc. (worldwide insurance broker) | President & CEO | 1977–1985 | Led global insurance brokerage operations |
| Marsh & McLennan Companies, Inc. (NYSE: MMC) | Chief Financial Officer | 1977–1985 | Oversight of corporate finance for MMC |
| Morgan Guaranty Trust (J.P. Morgan) | VP, Head of M&A | 1967–1976 | Led corporate M&A activities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ProSight Global, Inc. (NYSE: PROS) | Director | 2010–2021 | Insurance specialty carrier |
| GWG Holdings, Inc. (NASDAQ: GWGHQ) | Director | 2019–2021 | Former parent of BENF; litigation subsequently referenced |
| Various private financial services businesses | Chair of Boards | Current | In firms where Wand is involved |
Board Governance
- Committee memberships: Compensation Committee (member), Executive Committee (member), Enterprise Risk Committee (member), Credit Committee (member). Not on the Audit, Nominating, Community Reinvestment, or Products & Related Party Transactions Committees .
- Attendance: Board held six meetings in FY2024; each director attended at least 75% of total Board/committee meetings where they were a member. Committee meetings: Audit (9), Compensation (3), Enterprise Risk (3), Credit (3), Executive (1), Nominating (0), Community Reinvestment (1) .
- Independence: Not independent; BENF is a “controlled company” and only three directors are designated independent (Cangany, Donegan, Wendel). Class B holders elect a majority of directors and can designate committee chairs per Stockholders Agreement .
- Audit committee compliance signal: Nasdaq notified BENF in July 2024 of non-compliance due to audit committee vacancies; company relied on cure period and later disclosed Audit Committee as three independent directors (Cangany, Donegan, Wendel) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $185,699 | Aggregate cash for director and committee service pre/post conversion |
| Consulting Agreement ($) | $150,000 annual; $122,466 recognized FY2024 | Separate consulting fee; additional to director retainer |
| Standard Director Cash Fees (Post-Conversion) | $150,000 annual retainer; Audit member +$35,000; Audit chair +$15,000; Credit member +$15,000; Credit chair +$15,000; Enterprise Risk member +$10,000; Community Reinvestment member +$5,000 | Policy adopted by Board for non-employee directors |
Performance Compensation
| Award Type | Grant Date | # of RSUs | Grant-Date Fair Value | Vesting / Metrics |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | July 15, 2023 | 643 | $218.40 per RSU; total shown as $140,240 | Subject to FY2024 vesting schedule; no performance metrics disclosed (time-based) |
No director performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for director equity; RSUs appear time-based rather than performance-conditioned .
Other Directorships & Interlocks
| Relationship | Detail | Governance/Conflict Consideration |
|---|---|---|
| Class B designation | Class B Holders (including Schnitzer as Class B Holder 3) can designate a majority of directors and chairs of core committees under the Stockholders Agreement | Concentrated control by Class B may reduce independent oversight |
| HH-BDH Credit Agreement | Board member Thomas O. Hicks is managing member of Hicks Holdings, sole member of HH-BDH; lender to BENF with fees, covenants, and collateral pledges (Term Loan $25M, additional $1.675M) | Related-party financing with a fellow director; related-party safeguards reside with Products/Related Party Transactions Committee (independent directors) |
Expertise & Qualifications
- Private equity and specialty insurance expertise; extensive board leadership experience across public and private financial services .
- Executive experience in global insurance brokerage (Marsh, Inc.) and corporate finance (MMC CFO) .
- Academic credentials: B.B.A. and M.B.A., University of Texas at Austin .
Equity Ownership
| Metric | Sept 9, 2024 | Oct 27, 2025 |
|---|---|---|
| Class B Common Stock (shares) | 1,235 | 1,235 |
| Class A Common Stock owned (excluding RSUs noted below) | 10,293 | 10,991 |
| Class A Common Stock issuable upon settlement of vested RSUs | 1,452 | 874 |
| Total Class A (owned + vested RSUs noted) | 11,745 | 11,865 |
| Class A % ownership | “*” (<1%) | “*” (<1%) |
| Total voting power % (Class A + Class B) | “*” (<1%) | “*” (<1%) |
| BENF outstanding shares (for context) | Class A: 4,228,488; Class B: 239,257 | Class A: 110,758,536; Class B: 239,257 |
No pledging/hedging disclosures specific to Schnitzer; company’s insider trading policy prohibits hedging/monetization transactions by persons subject to the policy .
Governance Assessment
- Strengths: Deep sector expertise in insurance and finance; multi-committee engagement (Compensation, Executive, Enterprise Risk, Credit) enhances board-level oversight of strategic risk, credit, and compensation frameworks .
- Independence and control risk: As a Class B-designated, non-independent director on the Compensation Committee, pay-setting and oversight are concentrated among non-independent members, characteristic of controlled company governance exemptions—potentially reducing minority shareholder influence .
- Compensation alignment: Director pay includes sizable cash plus equity RSUs; the separate $150,000 consulting agreement (additional to director retainer) introduces potential conflicts and pay inflation risk. FY2024 mix for Schnitzer: Cash $185,699, Equity $140,240, Other (consulting) $122,466, Total $448,405 .
- Attendance and committee functioning: Board and committee activity levels were robust in FY2024, and all directors met the 75% attendance threshold—supportive of engagement signals .
- Legal and related-party context: Ongoing/settled litigation linked to prior GWG matters lists Schnitzer among defendants; proposed settlements are expected to be funded by insurance, but insurance utilization may reduce coverage for other matters—elevating residual risk. Post-settlement, ongoing defense costs may increasingly be borne by BENF, a negative governance signal for oversight and cost burden . Related-party financing (HH-BDH, led by fellow director Hicks) underscores the need for strong independent conflict review (Products & Related Party Transactions Committee is independent) .
- RED FLAGS:
- Non-independent Compensation Committee membership (Schnitzer and Hicks) in a controlled company structure .
- Separate $150,000/year consulting fee to Schnitzer in addition to director compensation .
- Prior GWG-linked litigation exposure naming Schnitzer (class actions and adversary proceedings), albeit with settlements-in-principle funded by insurance; potential future cost burden if insurance limits are consumed .
- July 2024 Nasdaq notice of audit committee composition non-compliance (later cured), highlighting governance process risk .
Notes on Compensation Structure and Policies
- Director cash/equity policy (post-conversion): $150,000 cash retainer plus committee fees; $150,000 annual equity (RSUs). Pre-conversion “Senior Directors” (incl. Schnitzer) had $300,000 cash retainer; health & wellness allowances applied to non-senior directors only .
- Clawback policy: Company-wide clawback for incentive compensation in the event of restatement or significant misconduct causing harm; not specifically tied to director RSUs, but provides a governance framework .
- Section 16 Committee: Established to approve equity grants to executive officers under Section 16—separate from Compensation Committee .
Related Party & Agreements (Schnitzer-specific)
- 2017 Director Agreement (pre-conversion): Base comp $300,000 per year; restricted equity units valued at $1,000,000; 13.5% of participating interests under the 2017 BMP Equity Incentive Plan; severance-like protection for compensation through end of initial term if removed without cause. Superseded by June 7, 2023 consulting agreement .
- June 7, 2023 Consulting Agreement: $150,000/year; renews annually; if removed/not re-elected without cause, fee continues through end of term .
Director Compensation Detail (FY2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $185,699 |
| Equity Awards ($) | $140,240 |
| All Other Compensation ($) | $122,466 (consulting) |
| Total ($) | $448,405 |
Committee Memberships (Current per FY2024 proxy)
| Committee | Role | Independent Composition / Chair |
|---|---|---|
| Compensation | Member | Up to 4; current members Hicks, Schnitzer (both non-independent) |
| Executive | Member | Heppner, Hicks, Schnitzer; met once in FY2024 |
| Enterprise Risk | Member | 6 members including Schnitzer; met 3 times |
| Credit | Member | 4 members including Schnitzer; met 3 times |
| Audit | Not a member | Independent members: Cangany (financial expert), Donegan, Wendel |
Policies and Controls
- Insider trading policy: Prohibits hedging/monetization arrangements by directors, officers, and certain employees .
- Products & Related Party Transactions Committee (independent): Reviews conflicts and related-party deals; three independent members (Cangany, Donegan, Wendel); held four meetings in FY2024 .