Diane Nordin
About Diane Nordin
Independent director appointed to DHIL’s Board on October 29, 2025; term runs through the 2026 annual meeting. Brings 40+ years in asset management, including Partner and Director of Fixed Income at Wellington Management (1991–2011), and prior roles at Fidelity Investments and Putnam Advisory Company. Current governance roles include boards of Antares Capital, Principal Financial Group, Wellington Trust Company, and trustee of the Financial Accounting Foundation; credentialed as CFA, with a BA in Biology from Wheaton College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company | Partner; Director of Fixed Income | 1991–2011 | Led fixed income platform; senior investment leadership |
| Fidelity Investments | Various roles | Not disclosed | Investment/asset management experience |
| Putnam Advisory Company | Various roles | Not disclosed | Investment/asset management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Antares Capital | Director | Current | Private credit governance oversight |
| Principal Financial Group | Director | Current | Public company board; potential information flow to DHIL |
| Wellington Trust Company | Director | Current | Fiduciary oversight in trust operations |
| Financial Accounting Foundation | Trustee | Current | Standard-setting governance (FASB/ GASB oversight) |
Board Governance
- Committee assignments: Audit, Compensation, and Nominating & Governance Committees (all independent membership). Not a committee chair; current chairs are Audit (L’Quentus Thomas), Compensation (Nicole R. St. Pierre), Nominating & Governance (Paula R. Meyer); Board Chair is Richard S. Cooley .
- Independence: Board determined Nordin qualifies as independent under Nasdaq and SEC rules; no family relationships; no related-party transactions requiring Item 404(a) disclosure .
- Board structure: Separate Chair and CEO; executive sessions at each regular board meeting. In 2024, each director attended at least 75% of applicable Board/committee meetings (Nordin joined late 2025; attendance expectations apply prospectively) .
- Term/tenure: Appointed Oct 29, 2025; current term through the 2026 annual meeting .
Fixed Compensation
| Component | Amount | Timing/Terms | Notes |
|---|---|---|---|
| Interim cash in lieu of equity | $80,000 | Between 10/29/2025 and 2026 annual meeting | Represents half of the annual restricted stock value under director program |
| Quarterly director fees | $10,000 per quarter | Two payments before 2026 annual meeting | Consistent with director fee cadence |
| Standard non-employee director cash retainer | $40,000 annually | Paid quarterly | Part of $155,000 target comp mix |
| Chair fees (if applicable) | $30,000 Board; $15,000 Audit; $10,000 Comp; $10,000 Nominating | Annual | Nordin not a chair currently |
Performance Compensation
| Equity Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual restricted stock (non-employee directors) | $115,000 | 1-year cliff | Granted concurrent with annual meeting; aligns director interests long-term |
| Ownership/retention rules | N/A | Hold all granted shares while on Board; may sell only to pay taxes | Strict retention policy enhances alignment |
Compensation oversight metrics used by the Compensation Committee for NEO pay (context for Nordin’s committee work): | Performance Measure | Use in Incentives | |---|---| | Adjusted net operating income | Company-selected measure for pay-versus-performance linkage | | Adjusted operating profit margin | Evaluated for incentive awards | | Adjusted diluted EPS | Evaluated for incentive awards | | Long-term investment performance (5-year) | Central to incentive design and portfolio manager alignment |
Other Directorships & Interlocks
- Current public company boards: Principal Financial Group (potential touchpoint with DHIL as an asset manager; monitor investment/ client relationships for perceived conflicts) .
- Private/financial boards: Antares Capital; Wellington Trust Company; FAF trustee role (standard-setting) .
- DHIL related-party transactions: None reported; Audit Committee reviews and must approve any related person transactions; company states no reportable transactions in last fiscal periods .
Expertise & Qualifications
- Fixed income leadership (Director of Fixed Income at Wellington); deep asset management strategy experience; board governance across public/private institutions .
- CFA charterholder; fiduciary orientation via FAF trusteeship; complements DHIL’s diversified equity/fixed income ambitions and committee needs (Audit/Comp/NomGov) .
Equity Ownership
| Date | Title of Security | Shares Beneficially Owned | Ownership Form | % of Outstanding Shares |
|---|---|---|---|---|
| 10/29/2025 (Form 3) | Common | 0 | Direct | 0.00% (0 / 2,705,296 shares outstanding) |
- Director stock ownership guidelines: Non-employee directors must reach $200,000 in Company shares (at cost) within three years; all granted shares must be held while serving, except tax sales at vest .
- Hedging/pledging: Insider Trading Policy prohibits derivatives, hedging, speculative trades, and short selling in Company securities by directors .
Governance Assessment
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Strengths
- Independent appointment with immediate service on all key committees; enhances board bench in asset management and fixed income expertise .
- Strong alignment framework: annual equity grants with one-year vest, strict share retention, and three-year $200k ownership guideline for directors; no hedging allowed .
- Clean conflicts profile: Company reports no related-party transactions; Nordin has no Item 404(a) interests; independence affirmed .
- Compensation oversight credibility: Committee deploys long-term, multi-metric approach (adjusted NOI, margin, EPS, long-term investment performance); recent say-on-pay approvals were high (96% for 2024; 95% for 2023), signaling investor confidence in the pay framework Nordin will oversee .
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Monitoring Areas
- External board service at Principal Financial Group and Antares Capital: assess any future DHIL business interactions for perceived interlocks or information flow concerns; ensure continued robust recusal practices if needed .
- Ownership alignment: Form 3 shows zero holdings at appointment; track progress toward the $200k guideline within three years and annual restricted stock grants post-appointment .
- Attendance/engagement: Appointed late-2025; verify participation and committee workload absorption through 2026 annual proxy; board expectations include annual meeting attendance and executive sessions .
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Red Flags
- None disclosed: no related-party exposure, no pledging/hedging, and no compensation anomalies reported for directors; company does not grant stock options and prohibits repricing without shareholder approval .