Charles Phillips
CompassAbout Charles Phillips
Charles Phillips, age 65, has served on Compass, Inc.’s Board since August 2020 and is the Lead Independent Director. He brings extensive executive leadership in technology, deep financial/analytical expertise, and corporate governance experience. Education includes B.S. in Computer Science (U.S. Air Force Academy), M.B.A. (Hampton University), and J.D. (New York Law School). Current term expires in 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Recognize (tech-focused PE) | Co-founder & Managing Partner | Since 2020 | Investment leadership |
| Infor, Inc. | Chief Executive Officer; Chairman of Board | CEO 2010–2020; Chair 2019–2020 | Led cloud software strategy |
| Oracle Corporation | President & Director | 2003–2010 | Senior operating leadership |
| Morgan Stanley | Managing Director | 1994–2003 | Financial leadership |
| Federal Reserve Bank of New York | Board member | 2017–2020 | Financial oversight |
| Marine Corps | Captain | 1981–1986 | Leadership and discipline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Express Company (public) | Director | Since 2020 | Current public company directorship |
| Bloomberg L.P. (private) | Board member | Since Jan 2024 | Private company board |
| Council on Foreign Relations | Board member | Since 2019 | Policy/geo expertise |
| Defense Innovation Board | Member | Since 2021 | Tech/defense advisory |
| Apollo Theater | Chairman of the Board | Since 2015 | Non-profit leadership |
| New York Police Foundation | Board member | Since 2014 | Public safety nonprofit |
| Black Economic Alliance | Founder & Co-Chairman | Since 2018 | Advocacy |
| Paramount Global (incl. Viacom) | Former Director | 2006–2024 | Prior public board |
| Oscar Health, Inc. | Former Director | 2021–2022 | Prior public board |
| Oracle Corporation | Former Director | 2003–2010 | Prior public board |
Board Governance
- Independence: Determined independent under NYSE rules; all committee members independent.
- Role: Lead Independent Director since IPO (April 2021); empowered to preside over executive sessions, liaise with Chair/management, and call special Board meetings.
- Committee Assignments: Audit Committee (Member); Nominating & Corporate Governance Committee (Chair).
- Attendance: Board met 8 times in 2024; all directors attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting.
- Committee Activity 2024: Audit (5 meetings); Compensation (5); Nominating & Corporate Governance (4).
- Policies: Hedging prohibited; pledging of company stock restricted and subject to General Counsel approval under pledging guidelines.
- Board Structure: Classified board maintained for continuity, long-term focus, and stability; evaluated in 2024.
Fixed Compensation
| Component | Policy Amount ($) | Eligibility for Phillips | 2024 Actual ($) |
|---|---|---|---|
| Board Member Fee | 50,000 | Yes | 120,000 (total cash fees earned) |
| Lead Independent Director Service Fee | 50,000 | Yes | Included in cash total |
| Audit Committee Member Fee | 10,000 | Yes | Included in cash total |
| Nominating & Corporate Governance Chair Fee | 10,000 | Yes | Included in cash total |
Notes:
- Non-employee directors may elect to receive cash fees in RSUs under the 2021 EIP.
Performance Compensation
| Award Type | Grant Basis | 2024 Grant Details | Vesting | Valuation |
|---|---|---|---|---|
| Annual RSU (Director) | Annual award following Annual Meeting | 57,310 RSUs | Fully vests by next annual meeting or one year post grant, subject to service | $212,620 grant-date fair value |
| Equity Compensation Policy | Standard for non-employee directors | Annual RSU award amount $225,000 | As above | Policy amount for annual award |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Comment |
|---|---|---|
| American Express Company | Public | Current board; no related-party transactions reported at Compass since FY 2024 start. |
| Paramount Global; Oscar Health; Oracle | Public (former) | Prior public boards; governance experience. |
| Bloomberg L.P. | Private | Private board role; not a public interlock. |
Related-party transactions: None required to be reported since the beginning of fiscal year 2024, per Compass policy administered by the Nominating & Corporate Governance Committee.
Expertise & Qualifications
- Extensive executive leadership in technology; governance and analytical expertise; prior President of Oracle, CEO/Chair of Infor; PE leadership at Recognize.
- Board skills include senior leadership and governance; serves as Lead Independent Director and committee chair at Compass.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 338,504 shares | Consists of 144,044 shares + 194,460 options exercisable within 60 days (Class A); <1% ownership |
| Unvested stock awards | 57,310 RSUs | As of Dec 31, 2024 |
| Unexercised options outstanding | 194,460 | As of Dec 31, 2024 |
| Pledging/Hedging | Hedging prohibited; pledging restricted | Pledging requires GC approval and is limited per guidelines |
| Ownership Guidelines | 5x annual Board retainer for directors | All directors satisfied requirements as of Dec 31, 2024 |
Governance Assessment
- Board effectiveness: Phillips’ dual role as Lead Independent Director and Nominating & Governance Chair enhances independent oversight, succession planning, and board/committee evaluations.
- Independence & engagement: Independent under NYSE; ≥75% meeting attendance; active committee participation (Audit and Nominating & Governance).
- Alignment: Director stock ownership guidelines met; director equity grants align interests via annual RSUs; hedging prohibited and pledging tightly controlled.
- Conflicts/related party: No related-party transactions disclosed since FY 2024 start; committee-administered RPT policy in place.
- Shareholder signals: Strong say-on-pay support (~93% in 2024), reflecting positive investor sentiment toward compensation governance.
- Structural considerations: Classified board maintained after 2024 review for long-term focus and continuity; mitigated by a robust Lead Independent Director role and regular executive sessions of independents.
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging violations, low attendance, or director pay anomalies. Policies restrict hedging and pledging; independence affirmed; attendance threshold met.