Lisa Jones
About Lisa Jones
Lisa Jones (age 63) is an independent director of Clearwater Analytics Holdings, Inc. (CWAN), serving since September 2022; she is currently Head of the Americas, President and Chief Executive Officer of Amundi US, Inc., and President of Amundi Distributor, Inc. She is a member of Clearwater’s Audit Committee and has been designated an “audit committee financial expert.” Ms. Jones holds a degree in economics from Trinity College and brings deep asset management sector expertise and CEO experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Investments | President & Chief Executive Officer | Not disclosed | Executive leadership in asset management |
| Morgan Stanley Investment Management | Managing Director & Global Head of Distribution | Not disclosed | Global distribution leadership |
| Eaton Vance Corporation | Head of Institutional Business | Not disclosed | Institutional client growth |
| MFS Investment Management | President, Institutional Division | Not disclosed | Institutional strategy execution |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| Amundi US, Inc. | Head of the Americas; President & CEO | Since Aug 2014 | Leads U.S. business; member of Amundi Global Executive Committee |
| Amundi Distributor, Inc. | President | Not disclosed | Distribution leadership |
| Amundi US, Inc. | Head of US Executive Committee; US Management Committee | Not disclosed | Senior governance roles |
Board Governance
- Board independence: The Board has affirmed that all directors except the CEO are independent; Audit, Compensation, and Nominating committees are fully independent. Ms. Jones is independent under NYSE and Rule 10A‑3.
- Committee assignments: Audit Committee member (current; expected post‑2025 meeting composition: Aigrain (Chair), Aghi, Jones). Not on Compensation or Nominating.
- Audit Committee expertise: Jones designated an “audit committee financial expert” with required financial sophistication.
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings of their tenure; Board met 8x, Audit 9x, Compensation 4x, Nominating 4x.
- Special Committee service: Served on a Special Committee regarding TRA buyout (paid $3,000 per meeting).
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer (Board) | $40,000 |
| Audit Committee member retainer | $10,000 |
| Special Committee fees (TRA Buyout; $3,000/meeting) | $96,000 |
| Total cash fees earned | $146,000 |
Performance Compensation
- Directors receive annual time‑based RSUs and do not have performance‑conditioned director equity; 2024 director RSU grant valued at $200,000, with grants made at the annual meeting and vesting at the next annual meeting. Ms. Jones received 10,334 RSUs on June 11, 2024, vesting at the 2025 Annual Meeting.
- Board resolution (Feb 2025): Additional RSUs to serving independent directors equal to 0.75x the Annual Director Equity Retainer Amount ($150,000), vesting 1/3 annually over 3 years. New independent directors to receive 1.75x retainer RSUs with 3‑year ratable vesting.
| Equity Grant Detail | Grant Date | Units/Value | Vesting |
|---|---|---|---|
| Annual RSU grant | Jun 11, 2024 | 10,334 RSUs (~$200,000 policy value) | Vests at 2025 Annual Meeting |
| Additional RSU grant (serving directors) | Jun 23, 2025 (meeting date) | $150,000 (0.75x retainer policy) | 1/3 on each of first 3 anniversaries |
Director Compensation (2024 reported)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Lisa Jones | 146,000 | — | 207,713 | 353,713 |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ms. Jones in CWAN’s proxy.
- Interlocks/conflicts: None disclosed involving Ms. Jones; Audit Committee reviews and must pre‑approve related‑party transactions.
Expertise & Qualifications
- Sector expertise: Financial services and asset management leadership across global markets; CEO experience.
- Financial oversight: Audit committee financial expert designation and NYSE Rule 10A‑3 independence.
- Education: Economics degree, Trinity College.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 29,065 shares (Class A) | “Less than 1%” of outstanding shares |
| RSUs outstanding (as of 12/31/2024) | 10,334 RSUs | Will vest within 60 days of Apr 25, 2025 |
| Options outstanding | None | — |
| Ownership guidelines (directors) | 5x annual cash retainer within 5 years (phase‑in began Sep 2022) | Retainer = $40,000 → guideline = $200,000 |
| Estimated ownership value vs guideline | ~$799,700 value (29,065 × $27.52 close on 12/31/2024) | Exceeds $200,000 guideline; includes RSUs counting toward guideline (PSUs excluded) |
Related Party Transactions (Conflict Review)
- No related‑party transactions disclosed for Ms. Jones; CWAN’s Audit Committee must pre‑approve any related‑party transactions and maintains a restrictive related parties policy.
- Anti‑hedging/anti‑pledging: Directors are prohibited from hedging or pledging CWAN securities without pre‑approval; short sales and most derivatives are prohibited.
Insider Trades and Section 16 Compliance
| Date | Filing/Action | Detail |
|---|---|---|
| Jun 20, 2024 | Form 4 (late filing identified by CWAN) | RSU vesting filings for Lisa Jones and other directors noted as not filed timely. |
Governance Assessment
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Strengths
- Independent director with audit committee financial expert designation; supports robust financial oversight.
- High engagement indicators: 2024 Special Committee participation on TRA buyout; paid per‑meeting fees reflect substantive involvement.
- Ownership alignment: Beneficial ownership and RSUs suggest she exceeds 5x retainer guideline, supporting investor alignment.
- Industry expertise: Senior leadership in asset management likely additive for Clearwater’s client base of asset managers and insurers.
-
Potential watch‑items
- Section 16 timeliness: A late Form 4 filing related to RSU vesting was noted; minor compliance risk, but worth monitoring for future timeliness.
- Industry overlap: As Amundi US CEO, potential perceived conflicts could arise if Amundi is a material customer/vendor; no related‑party transactions disclosed, and Audit Committee oversight/policy mitigate risk.
-
Compensation signals
- Director pay structure is balanced (cash + time‑based RSUs), with 2025 policy adding staggered RSUs to promote multi‑year retention without performance conditions; no options or tax gross‑ups disclosed.
- Anti‑hedging/pledging policy strengthens alignment and mitigates red‑flag behaviors.
Overall, Ms. Jones presents as a capable, independent audit committee member with strong sector credentials and solid ownership alignment; aside from a noted late Section 16 filing, there are no disclosed conflicts or related‑party exposures affecting investor confidence.