Reena Aggarwal
About Reena Aggarwal
Independent director since November 2016 (age 67), Dr. Aggarwal is the Robert E. McDonough Professor of Finance and Director of the Psaros Center for Financial Markets & Policy at Georgetown University. Her expertise spans corporate governance, capital raising, IPOs, institutional investors, private equity, digital assets, global markets, and securities regulation; education includes a Ph.D. in Finance (University of Maryland) and Master of Management Studies (BITS Pilani, India) . The Board reaffirmed her independence under NYSE rules on February 20, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown University, McDonough School of Business | Robert E. McDonough Professor of Finance; Director, Psaros Center for Financial Markets & Policy | Faculty since 1986 | Leadership in governance and capital markets policy |
| Georgetown University | Vice Provost for Faculty | Until July 2020 | Senior academic administration oversight |
| Georgetown University, McDonough School of Business | Interim Dean; Deputy Dean | Not disclosed | School leadership roles |
External Roles
| Organization | Type | Role | Committees |
|---|---|---|---|
| Dimensional Fund Advisors U.S. mutual funds and ETFs (five investment companies) | Investment companies | Director | Audit; Nominating |
| Nuveen Churchill BDC | Public BDC | Director | Audit; Nominating |
| NYLIM IndexIQ | Investment manager | Former Director | Not disclosed |
| Brightwood Capital Advisors, L.P. | Private credit | Former Director | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member (Audit Committee financial expert); Compensation Committee member; Nominating & Corporate Governance Committee chair .
- Independence: Board determined Dr. Aggarwal is independent under NYSE and SEC rules (Feb 20, 2025) .
- Attendance and engagement: In 2024, Board met 6 times; committees met Audit (8), Compensation (3), Nominating (3). Each director attended at least 75% of applicable meetings; all directors at the 2024 annual meeting .
- Executive sessions: Non-management director sessions each quarterly meeting; independent-only sessions at least annually; chaired by the non-executive chairman for all non-management, and rotated among independents for independent-only .
- Board leadership: Separate Chair/CEO roles since 2014; no Lead Independent Director due to majority-independent composition and perceived effectiveness of current structure .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash portion) | $100,000 | Paid quarterly |
| Committee membership fees | Audit: $15,000; Compensation: $7,500; Nominating: $5,000 | Paid quarterly |
| Committee chair fee | Nominating Chair: $5,000 | Paid quarterly |
| 2024 cash fees actually paid | $132,667 | Reflects proration/timing; reported “Fees Earned or Paid in Cash” |
| 2024 stock awards (RSUs) | $109,860 | Aggregate grant-date fair value |
| 2024 total director compensation | $242,527 | Sum of cash + stock awards |
Performance Compensation
- Directors receive quarterly RSU grants; RSUs are 100% vested at grant and delivered on the third anniversary; dividends are paid in cash to directors when the company pays dividends .
| Grant Date (2024) | RSUs (#) | Grant Date Fair Value ($) | Vesting | Delivery |
|---|---|---|---|---|
| Jan 2, 2024 | 365 | $27,467 | 100% at grant | Third anniversary |
| Apr 1, 2024 | 362 | $27,454 | 100% at grant | Third anniversary |
| Jul 1, 2024 | 383 | $27,482 | 100% at grant | Third anniversary |
| Oct 1, 2024 | 291 | $27,457 | 100% at grant | Third anniversary |
No performance-conditioned metrics are used in director compensation; RSUs function as time-based equity with delayed delivery .
Other Directorships & Interlocks
| Relationship | Potential Interlock/Conflict Consideration |
|---|---|
| Service on boards of Dimensional funds and Nuveen Churchill BDC | Industry adjacency; Board determined Dr. Aggarwal is independent; no Item 404 related-party transactions disclosed regarding these roles . |
| Co-investment opportunity in CNS-managed vehicles | Directors and officers may co-invest without fees/carry; Audit Committee reviews related-party transactions; Board considered director investments in company-managed funds and did not deem them material to independence . |
Expertise & Qualifications
- Recognized scholar and practitioner in corporate governance, capital raising/IPO markets, institutional investor behavior, private equity, digital assets, global markets, and securities regulation; recipient of BlackRock–NACD Global Challenge for Innovation in Corporate Governance Award (2015) .
- Audit Committee financial expert designation under SEC rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Held (non-voting) | Notes |
|---|---|---|---|---|
| Reena Aggarwal | 10,735 | <1% | 4,326 | Includes 315 shares scheduled to be delivered on Apr 1, 2025 upon RSU settlement |
Governance Assessment
- Strengths: Independent director with deep governance and capital markets expertise; chairs Nominating Committee and designated Audit Committee financial expert—enhancing board oversight quality . Strong engagement with meeting attendance thresholds; board/committee cadence supports active oversight .
- Compensation alignment: Balanced mix of cash and equity; RSUs delivered after three years, reinforcing longer-term alignment, though awards are fully vested at grant and not performance-conditioned (typical for non-employee directors) .
- Ownership alignment: Personal ownership of 10,735 shares plus RSUs; company does not maintain formal stock ownership guidelines (Board cites meaningful collective ownership), but prohibits hedging; clawback policy adopted for executive incentive compensation (positive governance signal) .
- Risks/Red flags to monitor:
- Concentrated founder ownership (Steers ~23.3%, Cohen ~17.8%) can influence outcomes and board elections; continued vigilance on independent oversight is warranted .
- Absence of a Lead Independent Director may reduce independent agenda-setting; mitigated by majority-independent board and structured executive sessions .
- Co-investment opportunities in CNS-advised vehicles could create perceived conflicts; mitigated by Audit Committee oversight and independence determinations .
- Shareholder sentiment: Prior say-on-pay support strong (93.55%), suggesting broad investor confidence in compensation governance .