Juliet S. Ellis
Donnelley Financial SolutionsAbout Juliet S. Ellis
Independent director (since 2018) with 35+ years in asset management, most recently as Chief Investment Officer of U.S. Growth Equities at Invesco overseeing $30B+ across nine fund strategies (2008–2019). Earlier, she held senior portfolio management and research leadership roles at JPMorgan Fleming Asset Management (joined 1987; MD from 2000) and began her career at Merrill Lynch in 1981. Education: B.A. in economics and political science, cum laude, Indiana University (Phi Beta Kappa); CFA charterholder. Age: 66. Core board credentials include accounting/finance, strategy/management, corporate governance, and regulatory industry knowledge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco, Inc. | Chief Investment Officer, U.S. Growth Equities; previously lead PM | 2004–2019 (CIO 2008–2019) | Oversaw allocation/management of $30B+ across nine strategies |
| JPMorgan Fleming Asset Management | Managing Director; Senior PM; Director of Equity Research; Assistant PM; Equity Analyst | 1987–2004 | Managed mutual funds, sub-advised portfolios, institutional separate accounts |
| Merrill Lynch | Financial Consultant | 1981–1987 | Early-career client advisory role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| APA Corporation | Director | Current | Public company board service (committees not disclosed in DFIN proxy) |
Board Governance
- Independence: All non-employee directors (including Ellis) are independent under NYSE rules; all Audit, Compensation, and Corporate Responsibility & Governance (CRG) Committee members are independent .
- Committees: Member, Compensation Committee; Member, Corporate Responsibility & Governance Committee. Not a chair (CRG Chair: Aguilar; Compensation Chair: Greenfield; Audit Chair: Martin) .
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and assigned committee meetings. All directors attended the 2024 Annual Meeting .
- Leadership structure: Independent, non-executive Chair; regular executive sessions of independent directors at each scheduled Board and committee meeting .
- Board evaluation: Annual process led by CRG Chair; 2024 included third‑party governance expert interviews with each director and management .
- Risk oversight: Board and committees oversee enterprise risks including cybersecurity, AI, regulatory changes; CISO reports each meeting; executive sessions with CISO annually .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base cash retainer | $80,000 | Standard non-employee director cash retainer |
| Additional cash retainer(s) | $5,000 | $5,000 for serving on more than one committee (Ellis serves on two) |
| Total cash (Ellis) | $85,000 | Reported in 2024 director compensation table |
Performance Compensation
| Component | 2024 Amount | Structure & Metrics |
|---|---|---|
| Annual equity retainer (RSUs) | $175,100 | Granted as RSUs at annual meeting; vests on 1st anniversary or earlier upon board departure/Change in Control; dividend equivalents accrue and are paid in cash at distribution; directors may elect to defer. Ellis elected to defer 100% of her 2024 RSU award. No performance metrics; time-based vesting only . |
2024 total reported director compensation for Ellis: $260,100 (cash $85,000; stock awards $175,100) .
Other Directorships & Interlocks
- Current public company board: APA Corporation .
- Compensation Committee interlocks: None reported (no member of DFIN’s Compensation Committee, including Ellis, has relationships requiring Item 404 disclosure or executive positions at companies where DFIN NEOs serve as directors) .
- Related party transactions: Company reports ordinary-course dealings with related entities in 2024, but none met the threshold requiring approval under its related-person transaction policy .
Expertise & Qualifications
- Skills matrix indicators: Accounting & Corporate Finance; Strategy and Management; Corporate Governance; Regulatory Industry Knowledge .
- Credentials: CFA charterholder; B.A. (economics & political science), cum laude, Indiana University; Phi Beta Kappa .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 56,218 shares (<1% of outstanding) as of March 17, 2025; company had 28,530,105 shares outstanding . |
| RSUs outstanding | 13,004 RSUs (includes prior deferred RSUs payable upon leaving the Board) as of 12/31/2024; Ellis deferred 100% of 2024 RSUs . |
| Ownership guidelines | Directors must hold the lesser of 6x base cash retainer or 19,000 shares; all directors are currently in compliance . |
| Hedging/pledging | Prohibited for directors under the insider trading policy . |
| Section 16(a) compliance | All required insider ownership reports filed timely in 2024 . |
Governance Assessment
- Strengths
- Independent status; service on key governance and pay committees; committee independence across the board .
- Deep investor perspective from leading large-cap growth portfolios; brings shareholder-aligned lens to compensation and strategy .
- Strong shareholder support for executive pay program (Say-on-Pay approval ~99.1% in 2024), suggesting effective compensation governance oversight by the committee on which Ellis serves .
- Robust governance architecture: independent chair, annual elections, majority voting, clawback policy, anti-hedging/pledging, director ownership guidelines (compliant), and regular third‑party-facilitated board evaluations .
- Potential watch items
- Attendance disclosure indicates ≥75% threshold met by all directors; specific individual attendance not separately disclosed; continue to monitor future proxies for individual attendance detail .
- External directorship at APA Corporation creates typical time-commitment considerations; no related-party conflicts disclosed with DFIN .
Director Compensation (Reference)
| Director | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Juliet S. Ellis | $85,000 | $175,100 | $260,100 |
| Citations: (all cells) |
DFIN Director Compensation Program Parameters (2024)
| Element | Amount/Policy |
|---|---|
| Base cash retainer | $80,000 |
| Committee chair retainers | Audit $25,000; Compensation $25,000; CRG $20,000 |
| Additional committee service | $5,000 for serving on more than one committee |
| Equity retainer | RSUs with fair value $175,000; Chair receives additional $50,000 |
| Annual grant timing/vesting | Granted at annual meeting; vests on 1st anniversary (or earlier upon departure/CoC); deferral optional; dividend equivalents accrue with interest |
| Annual cap on director comp | $500,000 per non-employee director (cash plus grant-date fair value of equity) |
Policies Relevant to Conflicts and Pay Governance
- Related-person transaction policy overseen by CRG; no 2024 transactions required approval .
- Clawback policy compliant with NYSE Section 303A.14; recovery of erroneously awarded incentive-based compensation upon restatement .
- Use of independent compensation consultant (Meridian); annual independence assessment; consultant reports to Compensation Committee .
Board and Committee Assignments (Ellis)
| Board/Committee | Role | Independence |
|---|---|---|
| Board of Directors | Director (since 2018) | Independent |
| Compensation Committee | Member | Independent |
| Corporate Responsibility & Governance Committee | Member | Independent |
RED FLAGS
- None identified in Company disclosures for 2024 regarding related-party transactions, hedging/pledging, or compensation committee interlocks .