Lawton W. Fitt
Director at CG
Board
About Lawton W. Fitt
Independent director (age 71) at The Carlyle Group Inc. (CG) since 2012; former partner at Goldman Sachs and Secretary (CEO) of the Royal Academy of Arts in London (Oct 2002–Mar 2005). She served as CG’s Lead Independent Director from Oct 2015 until Mar 10, 2025, is an audit committee financial expert, and chairs CG’s Nominating & Corporate Governance Committee . Education: AB in History (Brown University) and MBA (Darden School, University of Virginia) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Partner | Not disclosed (prior to 2002) | Investment banking and risk analysis; global capital markets experience |
| Royal Academy of Arts (London) | Secretary (CEO) | Oct 2002–Mar 2005 | Led institution; executive leadership |
| Micro Focus International; ARM Holdings PLC; Thomson Reuters | Director (prior roles) | Not disclosed | Board oversight experience |
External Roles
| Company | Role | Committees |
|---|---|---|
| Ciena Corporation | Chair of the Board | Audit; Nominating & Governance |
| The Progressive Corporation | Chairperson | Investment & Capital Committee; Chair of Nominating & Governance |
| Goldman Sachs Foundation | Trustee/Director | Not disclosed |
Board Governance
- Independence: Board affirmed Ms. Fitt meets Nasdaq/SEC independence standards; she is listed among CG’s independent directors .
- Committee assignments: Audit Committee (member, audit committee financial expert), Compensation Committee (member), Nominating & Corporate Governance (Chair) .
- Lead Independent Director transition: Served as LID since Oct 2015; role transitioned to Mark S. Ordan on Mar 10, 2025; the Board thanked Ms. Fitt for a decade of service in the role .
- Attendance and engagement: In 2024 the Board held 7 meetings; Audit 10; Compensation 6; Nominating & Corporate Governance 3. Each incumbent director attended at least 75% of meetings; independent directors meet regularly in executive session .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash-based annual retainer | $140,000 | Base for non-employee directors |
| Additional cash retainer – Lead Independent Director | $65,000 | Ms. Fitt served as LID in 2024 |
| Additional cash retainer – Nominating & Corporate Governance Chair | $25,000 | Chair role |
| Total cash fees paid (2024) | $230,000 | Matches $140k + $65k + $25k |
| RSU-based annual retainer (grant-date fair value) | $198,859 | RSUs granted May 1, 2024; vest May 1, 2025 |
| Total 2024 director compensation | $428,859 | Cash + RSU grant-date fair value |
Additional program features:
- Director Deferral Program allows deferral of RSU settlement and/or cash fees into stock or deferred RSUs; vested deferred RSUs receive dividend equivalents .
- 2024 retainer rates were increased by $10k (cash), $15k (RSU), and +$5k for Audit Chair; 2025 uses same annual rates .
Performance Compensation
- No performance-based equity awards or options are disclosed for non-employee directors; director equity is time-vesting RSUs (annual retainer) with optional deferral under the Director Deferral Program .
Other Directorships & Interlocks
| External Board | Role | Potential Interlock Considerations |
|---|---|---|
| Ciena Corporation | Chair of the Board; Audit; Nominating & Governance | Technology/telecom equipment; no related-party transactions with CG disclosed |
| The Progressive Corporation | Chairperson; Investment & Capital; Chair of Nominating & Governance | Insurance; CG operates an insurance AUM strategy; no related-party transactions disclosed |
CG’s independence standards also assess cross-committee overlaps and charitable relationships; the Board affirmed independence for listed directors after considering overlaps where applicable (not singled out for Ms. Fitt) .
Expertise & Qualifications
- Financial and risk analysis credentials from Goldman Sachs; global capital markets insight .
- Audit committee financial expert designation .
- Governance leadership: Chair of Nominating & Corporate Governance; prior Lead Independent Director .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 68,408 | Includes RSUs vesting within 60 days where applicable |
| Ownership as % of outstanding | <1% | Asterisk indicates less than 1% |
| Unvested director RSUs outstanding (12/31/2024) | 5,004 | Market value $252,652 at $50.49 per share |
| Stock ownership guideline | 5x base cash retainer; compliance within 5 years | Ms. Fitt is currently in compliance |
| Pledging/hedging status | No pledging by Ms. Fitt disclosed; CG prohibits hedging and generally prohibits pledging without prior approval |
Governance Assessment
- Board effectiveness: Ms. Fitt’s long tenure, prior LID role, and current chairship of Nominating & Corporate Governance signal sustained governance leadership and succession oversight .
- Independence and oversight: Formally independent; audit committee financial expert; active on key committees (Audit, Compensation, Nominating & Governance) .
- Engagement and attendance: Board and committee workload in 2024 was substantial; incumbents met the ≥75% attendance threshold; independent directors meet in executive session regularly .
- Compensation alignment: Director pay structure blends cash and time-vesting RSUs; optional deferral into stock enhances alignment; ownership guideline compliance supports skin-in-the-game .
- RED FLAGS: None disclosed specific to Ms. Fitt. No related-party transactions; no pledging or hedging by her; say‑on‑pay support for CG’s executive program improved to 81% in 2024 (indicative of broader governance alignment) .