Lisa Dolly
COHEN & STEERSAbout Lisa Dolly
Lisa Dolly, age 59, has served as an independent director of Cohen & Steers, Inc. since August 2024, and the Board designated her as an Audit Committee financial expert under SEC rules; she holds a BA from Rutgers University and previously served as CEO and Chairman of Pershing LLC, a BNY Mellon subsidiary, through 2019 and 2020, respectively . The Nominating Committee identified her via a third‑party search firm prior to her appointment on August 16, 2024, reflecting a formal selection process emphasizing qualifications and independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pershing LLC (BNY Mellon) | Chief Executive Officer | Until 2019 | Led large clearing platform; prior roles provided deep ops/administration experience |
| Pershing LLC (BNY Mellon) | Chairman | Until 2020 | Oversight following CEO tenure |
| Pershing LLC | Chief Operating Officer | 2013–2016 | Enterprise operations leadership |
| Pershing LLC | Head of Managed Investments | 2011–2013 | Product/managed investments oversight |
| Pershing LLC | Chief Administrative Officer | 2009–2011 | Administrative controls and governance |
| Pershing LLC | Head of Global Operations | 2005–2009 | Global operations management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allfunds Group plc | Independent Vice Chair | Current | Chair, remuneration appointments & governance committee |
| Hightower Advisors, LLC | Director | Current | Member, risk committee |
| The RBB Fund | Director | Current | Chair, contract committee; member, risk & operational committee |
| Pershing LLC | Director | 2013–2019 | Board service aligned with executive roles |
| Securities Industry and Financial Markets Association (SIFMA) | Director | 2016–2019 | Industry representation |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent under NYSE listing standards (Board determination on Feb 20, 2025) |
| Committee memberships | Audit; Compensation; Nominating |
| Chair roles | None at CNS (Audit chair Connor; Compensation chair Smith; Nominating chair Aggarwal) |
| Financial Expert designation | Audit Committee financial expert (SEC definition) |
| Board & committee meetings in 2024 | Board: 6; Audit: 8; Compensation: 3; Nominating: 3 |
| Attendance | Each director attended at least 75% of Board and committee meetings during served period; all directors attended the 2024 annual meeting |
| Director nomination process | Diverse slate, formal criteria; initial candidate list commits to gender/race/ethnicity diversity; use of search firms when needed |
| Related‑party review | Audit Committee oversees related party transactions; formal approval/ratification policy with recusal for interested members |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual director retainer | $210,000 ($100,000 cash paid quarterly; $110,000 RSUs paid quarterly) |
| RSU terms | RSUs are 100% vested at grant; shares delivered on the third anniversary; fractional shares paid in cash; directors receive cash when company pays dividends |
| Chair retainers | Board Chair: $180,000 cash; Audit Chair: $15,000 cash; Compensation Chair: $7,500 cash; Nominating Chair: $5,000 cash (payable quarterly in arrears) |
| Committee member retainers | Audit: $15,000 cash; Compensation: $7,500 cash; Nominating: $5,000 cash (including chairs; payable quarterly) |
| Meeting fees | None; included within annual retainers |
| Co‑investment | Directors/officers may co‑invest in certain company‑advised vehicles without management fees/carry |
| Lisa Dolly — 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 47,941 |
| Stock awards (grant‑date fair value) | 13,682 |
| Option awards | — |
| Non‑equity incentive plan compensation | — |
| Change in pension value/def. comp earnings | — |
| All other compensation | — |
| Total | 61,623 |
| RSU grant detail | 145 RSUs granted Oct 1, 2024; grant‑date fair value $13,682; RSUs fully vested at grant; shares delivered at 3rd anniversary |
Performance Compensation
- Directors do not receive options, non‑equity incentive plan compensation, or performance‑linked bonuses; RSU awards are time‑based, fully vested at grant with deferred delivery, and no director performance metrics are disclosed for compensation .
Other Directorships & Interlocks
- Current external boards include Allfunds Group plc, Hightower Advisors, LLC, and The RBB Fund; the proxy does not disclose any specific interlocks creating conflicts with CNS operations; related‑party transactions are subject to Audit Committee approval/ratification under a written policy .
Expertise & Qualifications
- The Board cited Dolly’s management experience within financial services, including her former role as CEO of a large clearing platform, and service on boards in the fund/advisor industry; collectively supporting audit/compensation/nominating oversight . She is designated an Audit Committee financial expert, indicating deep accounting/financial management expertise per SEC rules . Education: BA, Rutgers University .
Equity Ownership
| Holder | Beneficial Common Shares | % Outstanding | RSUs Held | Reference Date |
|---|---|---|---|---|
| Lisa Dolly | — | — | 443 | March 6, 2025 |
| Shares outstanding | 50,972,009 | — | — | March 6, 2025 |
- Beneficial ownership includes shares deliverable within 60 days; RSUs are non‑voting until settlement; Dolly’s table line shows no common shares and 443 RSUs held as of March 6, 2025 .
Governance Assessment
- Strengths: Independence confirmed under NYSE standards (Feb 20, 2025); Audit Committee financial expert; service on all three standing committees enhances cross‑functional oversight; at least 75% attendance and participation in annual meeting supports engagement .
- Compensation alignment: Director pay mix is balanced between cash and equity with deferred settlement of RSUs; absence of meeting fees reduces per‑meeting incentives; RSUs vest immediately but settle after three years, providing a modest long‑term alignment mechanism for directors .
- Oversight infrastructure: Robust policies include Audit Committee review of related‑party transactions and enterprise risk oversight across financial, legal, cybersecurity, and compensation risks; Compensation Committee uses independent consultant (McLagan) and completed a formal independence/conflict assessment (no conflicts found) .
- Potential investor‑confidence risks/RED FLAGS: Concentrated insider ownership (Executive Chairman Robert Steers ~23.3% and Chairman Martin Cohen ~17.8%) materially influences Board elections and shareholder votes, potentially diluting minority shareholder influence; Dolly’s personal ownership in CNS common stock appears limited (RSUs only), which may signal lower direct economic exposure versus long‑tenured insiders .
- Process quality: Dolly was sourced via third‑party search and appointed in 2024, consistent with a structured, diverse nomination process; committee workloads (Audit 8 meetings; Comp 3; Nom 3 in 2024) suggest meaningful time commitments—her multi‑board roles could create bandwidth risk, but attendance thresholds were met in 2024 .
Net view: Dolly adds seasoned financial‑services operating expertise and audit literacy to CNS’s Board, with independence and multi‑committee roles bolstering oversight; concentrated founder ownership remains the principal governance headwind affecting shareholder control dynamics rather than director‑level conflicts, with no related‑party issues disclosed for Dolly and established safeguards via Audit Committee processes .