James H. Hance, Jr.
Director at CG
Board
About James H. Hance, Jr.
James H. Hance, Jr. (age 80) is an Operating Executive of Carlyle and a director since May 2, 2012, with deep financial-services experience, including Vice Chairman and CFO roles at Bank of America. He is a CPA, holds a degree from Westminster College and an MBA from Washington University in St. Louis, and has primarily worked in Carlyle’s Global Credit segment and the financial services sector since joining Carlyle in November 2005 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Vice Chairman; Chief Financial Officer | CFO 1988–2004; Vice Chairman 1993–2005 | Senior financial leadership of major financial institution |
| Price Waterhouse (PwC) | Various roles | 17 years prior to BoA | Audit/accounting foundation; CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acuity Brands, Inc. | Director; Lead Independent Director | Current | Audit Committee; Governance Committee |
| Ford Motor Company | Director | Prior | — |
| Sprint Nextel Corporation | Director | Prior | — |
| Morgan Stanley | Director | Prior | — |
| Duke Energy Corporation | Director | Prior | — |
| Cousins Properties | Director | Prior | — |
| Parkway, Inc. | Director | Prior | — |
| Bank of America Corporation | Director | Prior | — |
| Washington University in St. Louis | Emeritus Trustee | Current | — |
| Johnson & Wales University | Chairman, Board of Trustees | Current | — |
Board Governance
- Committee memberships: None at Carlyle; Hance is not listed as serving on Audit, Compensation, or Nominating committees .
- Independence: Not independent (Board lists eight independent directors and does not include Hance) .
- Attendance: In 2024, each incumbent director attended at least 75% of Board/committee meetings on which they served; all directors attended the 2024 Annual Meeting except one (not specified) .
- Years of service on Carlyle’s Board: Director since May 2, 2012 .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Operating Executive Fee (cash) | $250,010 | FY2024 | Paid for service as Operating Executive; separate from director role |
| Director cash retainer | $0 | FY2024 | Employees/advisors receive no additional remuneration for director service |
Performance Compensation
| Award Type | Grant Date | Quantity/Terms | Notes |
|---|---|---|---|
| RSUs | May 1, 2024 | 5,004 RSUs | Granted to Hance as Operating Executive in 2024 |
| Carried Interest Distributions | n/a | $0 in 2024 | Previously allocated carried interest; no distributions in FY2024 |
No option awards, bonus targets, or performance metric disclosure is provided for Hance as a director. Carlyle’s director equity for non-employee directors is via annual RSUs; Hance, as an Operating Executive, receives compensation through advisor/employee programs and not director pay .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public boards | Acuity Brands, Inc. (Lead Independent Director; Audit; Governance) |
| Prior public boards | Ford; Sprint Nextel; Morgan Stanley; Duke Energy; Cousins Properties; Parkway; Bank of America |
| Interlocks/potential conflicts | None disclosed linking Acuity Brands or prior boards to specific Carlyle transactions in the proxy; Hance receives Carlyle operating executive compensation while serving as director (conflict risk for board independence) |
Expertise & Qualifications
- Senior executive financial leadership (former CFO and Vice Chairman of Bank of America) and extensive financial-services sector experience; CPA .
- Skills matrix: Accounting and Finance; Financial Services; Global Perspective; Risk Management & Compliance; Senior Executive & Corporate Governance; Technology/Cybersecurity .
Equity Ownership
| Metric | Value | Date/Period |
|---|---|---|
| Beneficial ownership (shares) | 306,853 | As of April 4, 2025 (unless noted) |
| % of shares outstanding | <1% | As disclosed (“Less than 1%”) |
| RSUs outstanding (2024 grant) | 5,004 | Granted May 1, 2024 |
| Director stock ownership guideline | 5x cash retainer for non-employee directors | Guideline applies to non-employee directors; Hance listed as in compliance |
| Hedging/pledging policy | Prohibits short sales/derivatives/hedging; generally prohibits pledging absent approval | Firm-wide policy |
Governance Assessment
- Independence and committees: Hance is not independent and holds no committee roles—limiting direct involvement in Audit, Compensation, and Governance oversight and raising alignment concerns for objective board challenge of management .
- Compensation alignment: Receiving operating executive cash fee and RSUs, plus historical carried interest allocations (no 2024 distributions) aligns him with firm performance but creates a related-party dynamic that can be perceived as a conflict for an “independent director” profile; he is not categorized as independent by the Board .
- Ownership: Holds 306,853 shares (<1% of outstanding); appears to meet director ownership guidelines noted for non-employee directors, signaling alignment, although the guideline applies to non-employee directors and Hance is an Operating Executive .
- Attendance: Broad Board disclosure indicates adequate attendance across directors in 2024; no individual shortfall is attributed to Hance in the proxy .
RED FLAGS
- Dual status (Operating Executive + Director) with cash and equity compensation from Carlyle, while not independent, is a governance risk for conflicts and perceived board objectivity .
- Absence of committee memberships reduces direct involvement in key oversight areas, potentially limiting board effectiveness signals tied to Hance’s role .
CONTEXT ON DIRECTOR PAY STRUCTURE (for non-employee directors)
| Item | 2024 Annual Rate |
|---|---|
| Cash portion of annual retainer | $140,000 |
| RSU portion of annual retainer | $205,000 (granted May 1, 2024; vests May 1, 2025) |
| Lead Independent Director cash retainer | $65,000 |
| Audit Chair cash retainer | $40,000 |
| Compensation Chair cash retainer | $25,000 |
| Nominating/Governance Chair cash retainer | $25,000 |
| Director deferral program | Optional deferral of cash and RSU settlements into deferred RSUs/common shares; settlement at retirement or date certain |
As an Operating Executive, Hance receives no additional director remuneration under this schedule .
Notes on Proxy Process and Board Leadership
- Lead Independent Director: Mark S. Ordan (effective March 10, 2025), with independent oversight and shareholder engagement .
- Meetings in 2024: Board (7), Audit (10), Compensation (6), Nominating/Governance (3) .