Karen Wilson Thissen
COHEN & STEERSAbout Karen Wilson Thissen
Karen Wilson Thissen, 58, joined the Cohen & Steers, Inc. (CNS) board in November 2024 and is currently General Counsel and Corporate Secretary of General Mills, Inc. (since 2022). She previously spent 17 years at Ameriprise Financial, most recently as Executive Vice President and General Counsel (2017–2022) and earlier as Executive Vice President and Deputy General Counsel (2014–2017); prior to Ameriprise, she was a partner at Faegre & Benson LLP. She holds a BS from Georgetown University and a JD from the University of Chicago. She was appointed to the CNS board on November 7, 2024 and named to the Audit, Compensation, and Nominating & Corporate Governance Committees the same day .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameriprise Financial, Inc. | Executive Vice President & General Counsel | 2017–2022 | Senior legal leadership of public company |
| Ameriprise Financial, Inc. | Executive Vice President & Deputy General Counsel | 2014–2017 | Senior legal leadership |
| Faegre & Benson LLP (now Faegre Drinker) | Partner | Prior to Ameriprise | Law firm partnership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Mills, Inc. | General Counsel & Corporate Secretary | 2022–present | Public company executive role |
| Northside Achievement Zone | Director (nonprofit) | Not disclosed | Community nonprofit board service |
| Columbia Threadneedle Investments (EMEA APAC) | Director | 2017–2022 | Subsidiary of Ameriprise; prior service |
Board Governance
- Independence: The board determined on Feb 20, 2025 that Ms. Wilson Thissen is independent under NYSE standards and applicable SEC rules .
- Committee assignments: Member, Audit Committee; member, Compensation Committee; member, Nominating & Corporate Governance Committee; not a chair .
- Financial expertise: The board determined she has “accounting and related financial management expertise” under NYSE standards (not designated the SEC “audit committee financial expert,” which the board identified as Connor, Aggarwal, Dolly, and Smith) .
- Attendance: In 2024, the board met 6 times; Audit (8), Compensation (3), Nominating (3). Each director attended at least 75% of meetings of the board and committees on which they served during their service period .
- Appointment: Appointed director and to all three key committees effective November 7, 2024; company disclosed no Item 404(a) related-party transactions for her .
Fixed Compensation
Director pay structure and her 2024 cash fees (prorated due to November start).
| Component | Amount/Terms | Source |
|---|---|---|
| Annual retainer (non-management directors) | $210,000 total: $100,000 cash (quarterly) + $110,000 in RSUs (quarterly) [100% vested at grant; shares delivered on 3rd anniversary; fractional shares in cash; directors receive cash when CNS pays dividends] | |
| Committee retainers (member) | Audit $15,000; Compensation $7,500; Nominating $5,000 (all cash; quarterly) | |
| Committee chair retainers | Audit Chair $15,000; Compensation Chair $7,500; Nominating Chair $5,000 (cash; quarterly) | |
| 2024 cash fees paid to K. Wilson Thissen | $19,106 (no stock award reported for 2024) |
Notes: Non-management directors are reimbursed for reasonable meeting and education expenses; no per‑meeting fees; RSUs are 100% vested at grant but delivered in 3 years .
Performance Compensation
Non-management director equity at CNS is time-based, not subject to performance metrics; grants are 100% vested at grant with delivery after three years.
| Grant date | Type | Shares/Units | Vesting | Delivery | Footnote |
|---|---|---|---|---|---|
| 2025-04-01 | RSUs reported as “Common Stock” acquisition at $0 (Code A) | 341 | 100% vested at grant | Shares deliver on 3rd anniversary of grant | “Represents shares of common stock underlying restricted stock units… 100% vested on the grant date and the related number of shares will be delivered… on the third anniversary.” |
CNS does not grant options to directors under current practice; director equity is via RSUs under the Amended and Restated Stock Incentive Plan .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in CNS proxy . |
| Private/nonprofit boards | Northside Achievement Zone (nonprofit) . |
| Prior public/affiliate boards | Columbia Threadneedle Investments (EMEA APAC) board, 2017–2022 . |
| Potential related-party/transactions | Company disclosed none for her under Item 404(a) at appointment . |
Expertise & Qualifications
- The board cited her background in wealth management and experience as a public company executive, including as general counsel of a large publicly traded company, as qualifications for CNS’s board .
- Education: BS (Georgetown University); JD (University of Chicago) .
- Accounting/financial management expertise per NYSE standards (not designated as the SEC “audit committee financial expert”) .
Equity Ownership
As of March 6, 2025 record date (proxy table), and subsequent Form 4 activity.
| Date | Common stock beneficially owned | % of shares outstanding | RSUs held (non‑voting) | Notes |
|---|---|---|---|---|
| 2025-03-06 (record date) | — (less than 1%) | — (less than 1%) | 178 | Beneficial ownership table for directors/executives . |
| 2025-04-01 (after grant) | 519 (post-transaction amount per Form 4 reporting “Common Stock” from RSUs) | N/A | N/A | Form 4 shows 341 acquired at $0; 519 owned following transaction; footnote clarifies these represent RSUs delivering in 3 years . |
Additional alignment policies:
- Hedging prohibited: directors and employees are prohibited from hedging or shorting CNS stock under the Insider Trading Policy .
- Stock ownership guidelines: CNS states it does not maintain formal specified-amount ownership guidelines for executives and directors, citing meaningful collective ownership already in place .
Governance Assessment
- Board effectiveness and independence: She is independent, sits on all three key committees, and brings senior public-company legal and regulatory expertise. The board confirms her NYSE independence and financial management expertise, which supports oversight, particularly across Audit and Compensation .
- Attendance and engagement: For 2024, each director met the ≥75% attendance threshold, and committee activity was regular (Audit 8, Comp 3, Nominating 3). Given her November 2024 start, pro‑rated attendance still met policy expectations .
- Compensation and alignment: Director pay combines cash and fully vested RSUs delivered after three years; her 2024 cash fees were minimal due to partial year, and she received a standard RSU grant on April 1, 2025. Equity is not performance-conditioned, which is typical for directors, and hedging prohibitions further align interests with shareholders .
- Conflicts/related-party exposure: At appointment, CNS disclosed no related‑party transactions requiring Item 404(a) disclosure for her. The board annually reviews independence and potential conflicts; no problematic interlocks are disclosed for her .
- Contextual governance factor: Founder-executives hold significant stakes (Exec Chair R. Steers ~23.3%; Chair M. Cohen ~17.8%), which concentrates voting power; the board’s majority independence and committee structure are important counterweights in this environment .
RED FLAGS (none identified specific to Ms. Wilson Thissen):
- No related‑party transactions disclosed at appointment .
- No pledging disclosed; hedging prohibited .
- RSU awards are standard director compensation and not repricings or option modifications .