Edmond D. Villani
COHEN & STEERSAbout Edmond D. Villani
Edmond D. Villani (age 78) is an independent director of Cohen & Steers, Inc. (CNS), serving since August 2004. He is a former vice chairman of Deutsche Asset Management, North America (through December 31, 2005) and former CEO of Scudder, Stevens & Clark, Inc. and successor entities (1997–2002). He holds a BA in mathematics from Georgetown University and a Ph.D. in economics from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Asset Management, North America | Vice Chairman | Until Dec 31, 2005 | Senior leadership in asset management |
| Scudder, Stevens & Clark, Inc. (and successors) | Chief Executive Officer | 1997–2002 | Led large global investment manager |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown University | Former Chairman of the Board | Not disclosed | Governance leadership |
| Colonial Williamsburg Foundation | Former Trustee | Not disclosed | Chair of Investment Committee |
Board Governance
- Committee memberships: Audit Committee; Compensation Committee; Nominating Committee. Not a chair; current chairs are Frank T. Connor (Audit), Dasha Smith (Compensation), and Reena Aggarwal (Nominating) .
- Independence: Board determined on February 20, 2025 that Villani is independent under NYSE and SEC rules .
- Attendance and engagement: In 2024, the Board met 6 times; Audit (8), Compensation (3), Nominating (3). Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Expertise: The Board determined Audit Committee members (Connor, Aggarwal, Dolly, Smith) are “financial experts”; Villani has accounting and related financial management expertise per NYSE standards (not designated as the SEC “financial expert”) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer | $210,000 | $100,000 cash paid quarterly; $110,000 RSUs paid quarterly |
| Committee membership retainers | Audit: $15,000; Compensation: $7,500; Nominating: $5,000 | Payable quarterly in arrears |
| Committee chair retainers | Audit Chair: $15,000; Compensation Chair: $7,500; Nominating Chair: $5,000 | Villani is not a chair |
| Meeting fees | $0 | No per-meeting fees; reimbursed travel/education expenses |
2024 actual director compensation (Villani):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $127,667 | $109,860 | $237,527 |
Performance Compensation
- Structure: Restricted stock units (RSUs) are 100% vested on grant date; shares delivered on the third anniversary; fractional shares paid in cash. Dividends on common stock are paid in cash to directors. RSUs under the Amended and Restated Stock Incentive Plan; RSUs are non‑voting .
2024 RSU grants to Villani:
| Grant Date | Units Granted | Grant Date Fair Value ($) | Vesting/Delivery |
|---|---|---|---|
| Jan 2, 2024 | 365 | $27,467 | 100% vested at grant; shares delivered after 3 years |
| Apr 1, 2024 | 362 | $27,454 | 100% vested at grant; shares delivered after 3 years |
| Jul 1, 2024 | 383 | $27,482 | 100% vested at grant; shares delivered after 3 years |
| Oct 1, 2024 | 291 | $27,457 | 100% vested at grant; shares delivered after 3 years |
Expertise & Qualifications
- Investment management leadership (former CEO of a large global investment manager; former vice chairman at Deutsche AM); accounting and financial management expertise per NYSE standards .
- Education: BA (Mathematics) – Georgetown University; Ph.D. (Economics) – University of Pennsylvania .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | RSUs Held (Non‑Voting) |
|---|---|---|---|
| Edmond D. Villani | 29,398 | <1% | 4,326 |
- Footnote detail: Includes 29,083 shares held by the Edmond Dennis Villani Revocable Trust (Villani and a family member as trustees) . Certain directors, including Villani, had 315 shares scheduled to be delivered on April 1, 2025 upon RSU settlement; an aggregate of 1,575 such shares across non‑management directors .
- Policy signals: No formal director/executive stock ownership guidelines due to significant aggregate insider ownership; hedging of company securities is prohibited for directors; directors/officers may co‑invest in certain company‑advised vehicles without fees/carry .
Other Directorships & Interlocks
- Public company directorships: Not disclosed for Villani in the proxy .
- Board considered, but did not deem material, that some directors are or may become investors in funds/accounts the company manages (potential relationship consideration in independence review) .
Governance Assessment
- Board effectiveness: Villani brings seasoned asset management leadership and financial oversight experience across all three key committees (Audit, Compensation, Nominating), contributing to balanced governance coverage; attendance meets policy thresholds .
- Independence and conflicts: Affirmed independent (Feb 20, 2025). Potential soft conflicts include director/officer co‑investment privileges and directors investing in company‑managed vehicles; the Board deemed these not material for independence. Hedging is prohibited, which supports alignment .
- Compensation and alignment: Director pay emphasizes fixed cash plus time‑based RSUs (100% vested at grant), with no performance metrics; this structure is standard but provides limited pay-for-performance linkage for directors. Villani’s actual 2024 mix: $127,667 cash; $109,860 equity .
- Ownership concentration risk: Founders/executive leadership (Steers ~23.3%; Cohen ~17.8%) can meaningfully influence board elections and shareholder actions—an overarching governance risk factor affecting board independence efficacy; Villani’s personal stake is <1% .
- Committee dynamics: Villani is not designated an SEC “audit committee financial expert,” though he has NYSE‑level accounting/financial management expertise. Audit Committee maintains separate sessions with management, internal audit, and the external auditor, which supports robust oversight .
RED FLAGS:
- High insider ownership concentration may limit minority shareholder influence on director elections and governance outcomes .
- Director/officer co‑investment privileges and potential investments in company‑managed products (even if deemed immaterial) are areas to monitor for perceived conflicts .