Linda Bell
About Linda A. Bell
Linda A. Bell (age 66) has served on BGC Group’s Board since July 2013 and is an independent director. She is the Claire Tow Professor of Economics and Provost Emerita at Barnard College; prior roles include Provost/Dean of Faculty at Barnard and Provost/John B. Hurford Professor of Economics at Haverford College. She holds a Ph.D. in Economics from Harvard University and has visiting appointments at Stanford, UC San Diego, Harvard Kennedy School, and Princeton; she has been a research fellow at IZA (Bonn) since 2003 and a senior consultant at NERA since 2006 .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Barnard College, Columbia University | Provost and Dean of Faculty; Provost Emerita; Claire Tow Professor of Economics | Provost since 2012 (past); current emerita status | Academic leadership; human capital management |
| Haverford College | Provost; John B. Hurford Professor of Economics | 2007–2012 (Provost); faculty since 1992 | Academic administration; faculty governance |
| Stanford; UC San Diego; Harvard Kennedy School; Princeton (Woodrow Wilson School) | Visiting faculty appointments | Various years (prior to Haverford tenure) | Economics/public policy teaching and research |
| New York University, Stern School | Taught courses | Prior to Haverford tenure | Finance/economics education |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| IZA (Institute of Labor Economics), Bonn | Research Fellow | 2003 | Labor economics research |
| National Economic Research Associates (NERA) | Senior Consultant, Labor Practice | 2006 | Applied labor economics/consulting |
| Former director (unnamed fully electronic exchange) | Board Director | Not disclosed | Board cites prior experience as director of a fully electronic exchange |
Board Governance
- Independence: The Board determined Dr. Bell is independent under Nasdaq listing standards .
- Committee memberships: Compensation Committee (Chair); Audit Committee (Member); Corporate Responsibility Committee (Member). Audit and Corporate Responsibility are chaired by Arthur U. Mbanefo; Compensation Committee is chaired by Dr. Bell .
- Attendance: In 2024, each independent director attended 100% of Board and committee meetings of which they were members, except Mr. Mbanefo (>90% committees); Dr. Bell attended 100% .
- Executive sessions: Independent directors meet without non-independent directors at least twice per year .
- Controlled company posture: Although BGC could qualify as a controlled company under Nasdaq, it currently maintains a majority-independent Board and all-independent committees; the company may consider exemptions in future .
Fixed Compensation
Policy schedule for non-employee directors:
- Annual cash retainer: $100,000; Compensation Committee Chair stipend: $15,000; Audit Committee Chair stipend: $25,000; Corporate Responsibility Committee Chair stipend: $15,000; Board meeting fee: $2,000 per meeting; committee meeting fee: $1,000 per meeting; additional per diem: $1,000/day (max $5,000 per matter); expense reimbursement .
2024 actual compensation (paid in 2024):
| Director | Cash Fees ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| Linda A. Bell | 162,000 | 50,000 (RSUs) | — | 212,000 |
Notes:
- 2024 annual RSUs were granted on September 16, 2024 (value basis $50,000) and vest in two equal annual installments, contingent on continued Board service .
Performance Compensation
- Equity form: Time-vested RSUs; initial appointment grants valued at $70,000; annual re-election grants valued at $50,000; vest equally over two years subject to continued service .
- Outstanding RSUs (as of 12/31/2024): Dr. Bell held 15,615 RSUs .
RSU vesting framework:
| Grant Type | Grant Value | Vesting | Conditions |
|---|---|---|---|
| Initial director RSU | $70,000 | 50% each on 1st and 2nd anniversaries | Active Board membership on vest dates |
| Annual director RSU | $50,000 | 50% each on 1st and 2nd anniversaries | Active Board membership on vest dates |
| Dr. Bell 2024 grant | $50,000 (9/16/2024) | Per policy (two-year) | Continued service |
No director options were granted in 2024; none outstanding for non-employee directors .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Dr. Bell beyond BGC .
- Interlocks: Compensation Committee comprised solely of independent directors; no interlocks requiring disclosure; in 2024, no executive officer served on boards/compensation committees of a company whose executives served on BGC’s Compensation Committee (except Mr. H. Lutnick’s service on Newmark’s board, not its compensation committee) .
- Broader group interlocks/conflicts context: Cantor and CFGM collectively control majority voting power via Class B stock; overlapping roles include Stephen Merkel (BGC Chairman/GC; Newmark CLO; Cantor Exec Vice Chairman) and Brandon G. Lutnick (BGC director, CEO of Cantor/CFGM). Related-party transactions are subject to prior Audit Committee approval .
Expertise & Qualifications
- Board skills matrix attributes for Dr. Bell: Business Operations, Finance/Accounting, Risk Management, Global Business, Human Capital Management, Environmental, Global Financial Markets, Innovation & Strategy, Ethics & Integrity, Senior Leadership/CEO, Technology/Information Security .
- Board cites her qualifications as university academic manager, researcher/professor in economics, and former director of a fully electronic exchange .
Equity Ownership
Beneficial ownership (as of September 16, 2025):
| Holder | Class B Shares | Class B % | Class A Shares | Class A % |
|---|---|---|---|---|
| Linda A. Bell | — | — | 33,074 (incl. 3,937 RSUs) | <1% |
Breakdown: 29,137 shares held directly; 3,937 RSUs receivable . Company prohibits director/officer hedging of BGC equity absent Audit Committee approval and requires pre-clearance for insider transactions and Rule 10b5‑1 plans .
Shareholder Voting Signals (2025 Annual Meeting)
| Item | For | Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Linda A. Bell | 1,281,073,248 | 79,024,965 (withheld) | — | 46,010,743 |
| Say-on-Pay (Advisory) | 1,271,561,308 | 87,355,388 | 1,181,517 | 46,010,743 |
| Auditor Ratification (E&Y) | 1,404,237,112 | 1,727,339 | 144,505 | — |
Governance Assessment
-
Strengths:
- Independent, experienced committee chair (Compensation) and member (Audit, Corporate Responsibility) with 100% attendance, supporting oversight quality .
- Clear director compensation structure with moderate cash retainer and time-based RSUs; no option grants; equity helps alignment without complex performance metrics .
- Ownership: direct holdings plus RSUs; no pledging disclosed for Dr. Bell; hedging prohibited and pre-clearance required for insiders .
- Robust related-party transaction controls via independent Audit Committee oversight .
-
Considerations/RED FLAGS (structural):
- BGC’s controlled voting structure (Cantor/CFGM Class B control) and overlapping leadership may present perceived conflicts; mitigated by independent committees and formal review of related-party transactions .
- No disclosed director-specific stock ownership guidelines; investors may prefer explicit director ownership policy; not disclosed in proxy .
Overall, Dr. Bell’s independence, attendance, and committee leadership are positive signals for board effectiveness within a controlled-company context .
Director Compensation Detail (Mechanics)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid to non-employee directors |
| Chair stipends | $15,000 (Comp); $25,000 (Audit); $15,000 (Corporate Responsibility) | Dr. Bell: Comp Chair |
| Meeting fees | $2,000 per Board mtg; $1,000 per committee mtg; capped $3,000 per day | In-person or telephonic |
| Per diem | $1,000/day; max $5,000 per matter | Special projects/interviews |
| RSUs – initial | $70,000 grant; 2-year vest | Based on closing price at appointment |
| RSUs – annual | $50,000 grant; 2-year vest | Based on closing price at re-election |
| 2024 actual (Bell) | $162,000 cash; $50,000 RSU; total $212,000 | No options granted |
Related-Party Exposure (Context for Audit Oversight)
- Deputized director treatment for Cantor under Rule 16b‑3 to facilitate certain issuer-related transactions .
- Administrative, clearing, capital and services agreements with Cantor and affiliates (rates amended in 2024; collateral postings; recurring related-party revenues/costs) under Audit Committee oversight .
- Audit Committee pre-approves material related-party transactions and reviews fairness to stockholders .
These arrangements heighten the importance of independent Audit Committee members (including Dr. Bell) in mitigating conflicts .
Compliance & Policies Applicable to Directors
- Insider Trading Policy with pre-clearance and 10b5‑1 plan approvals for directors/executives .
- Hedging Policy prohibits hedging of BGC equity by directors/officers/employees absent Audit Committee approval .
- Corporate Governance Guidelines emphasize independence, annual elections, executive sessions, and related-party review frameworks .