Gordon Fowler
About Gordon Fowler
Gordon B. Fowler, age 65, is an independent, non-executive director of Diamond Hill Investment Group (DHIL) since July 2024. He serves on all three standing committees—Audit, Compensation, and Nominating & Governance—and has been designated an audit committee financial expert by the Board. He previously served as President of The Glenmede Corporation and was Chief Investment Officer of the J.P. Morgan Private Bank; he holds a BA in African Political Economy from Brown University and an MS in Statistics & Operations Research from NYU Stern. His board qualification emphasizes 40+ years in financial services, including 13 years as an executive officer and 17 years as CIO.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Chase (Private Bank) | Chief Investment Officer | 1981–2003 | Led CIO function for private banking clients; deep capital markets and portfolio oversight experience |
| Glenmede Corporation / Glenmede Trust Company | President; various leadership roles | 2003–2023 | Ran boutique wealth manager; executive leadership over investment and governance practices |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glenmede Corporation | Strategic Advisor | 2023–present | Ongoing advisory role to wealth management firm |
| The Jeffrey Company | Director | Current | Director at global investment fund/family office/trust company |
| Multiple non-profit organizations | Director/Trustee | Current | Board service on unnamed non-profit organizations |
Board Governance
- Committee assignments (as of March 3, 2025): Audit—Member; Compensation—Member; Nominating & Governance—Member. Chairs: Audit—L’Quentus Thomas; Compensation—Nicole R. St. Pierre; Nominating & Governance—Paula R. Meyer.
- Independence: Determined independent under Nasdaq and SEC rules; all three committees consist entirely of independent directors.
- Audit committee financial expert: Board concluded Fowler meets SEC criteria. Audit met 4x in 2024; Compensation met 2x; Nominating & Governance met 4x.
- Attendance and executive sessions: Board met 5x in 2024; each director attended at least 75% of applicable Board and committee meetings; executive sessions held at each regularly scheduled Board meeting.
- Governance structure: Chair and CEO roles are separate per Guidelines; majority voting in uncontested elections with director resignation policy if not receiving required votes; non-employee director term limit of 12 years (raised from 10 on May 8, 2024).
Board Committee Membership (Fowler)
| Committee | Role |
|---|---|
| Audit | Member |
| Compensation | Member |
| Nominating & Governance | Member |
Fixed Compensation
- Director pay structure: Annual cash retainer $40,000; annual restricted stock grant $115,000 (one-year vest); chair fees—Board Chair $30,000; Audit Chair $15,000; Compensation and Nominating & Governance Chairs $10,000.
| Component | Amount |
|---|---|
| Annual Cash Retainer | $40,000 |
| Annual Restricted Stock (RS) | $115,000 grant date value; 1-year vest |
| Board Chair Fee | $30,000 |
| Audit Chair Fee | $15,000 |
| Compensation Chair Fee | $10,000 |
| Nominating & Governance Chair Fee | $10,000 |
- 2024 compensation detail for Fowler: Due to mid-year appointment (July 29, 2024), Fowler was compensated solely in cash from appointment through year-end.
| Name | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Gordon B. Fowler | $77,500 | $0 | $77,500 |
Performance Compensation
- Equity grants: Directors receive annual time-based restricted stock (approx. $115,000 fair value) vesting on first anniversary; concurrent with Annual Meeting, Fowler will receive the annual restricted stock grant and vest one year later. The Company has not granted stock options in more than 10 years.
| Grant Type | Grant Timing | Grant-Date Fair Value | Vesting |
|---|---|---|---|
| Restricted Stock (Directors) | Concurrent with Annual Meeting | ~$115,000 | First anniversary of grant date |
No performance-conditioned metrics are disclosed for director compensation; director equity is time-based RS. Stock options have not been used for >10 years.
Other Directorships & Interlocks
| Company/Entity | Role | Interlocks/Conflicts |
|---|---|---|
| The Jeffrey Company | Director | No related-party or interlock disclosures requiring Item 404(a) reported for Compensation Committee members in 2024 (includes Fowler). |
| Glenmede Corporation | Strategic Advisor | No related-party transactions disclosed; Audit Committee reviews and must approve any related person transactions. |
| Various Non-profits | Board/Trustee | Not specified; no conflicts disclosed. |
Expertise & Qualifications
- 40+ years in financial services; 13 years as executive officer; 17 years as CIO; brings investment risk oversight and portfolio governance depth.
- Designated audit committee financial expert; strengthens financial reporting and controls oversight.
- Educational credentials: BA (Brown); MS in Statistics & Operations Research (NYU Stern).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 6,787 |
| Percent of Class | <1% (*) |
| Shares Outstanding (denominator) | 2,787,492 |
| Options Outstanding | None (for named individuals) |
| Shares Pledged | None (for named individuals) |
| Director Stock Ownership Guideline | Must hold at least $200,000 at cost within 3 years of appointment; granted shares generally cannot be sold while serving (except for tax upon vest). |
| Appointment Date Reference | Appointed July 29, 2024. |
Shareholder Support Signals
| Item | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Gordon B. Fowler (2025 Annual Meeting) | 1,974,860 | 13,325 | 31,733 | 322,349 |
| Ratification of Auditor (KPMG LLP, FY2025) | 2,324,517 | 16,772 | 978 | — |
| 2025 Equity and Cash Incentive Plan | 1,780,659 | 210,119 | 29,140 | 322,349 |
| Say-on-Pay (2025 NEO Compensation) | 1,918,073 | 71,011 | 30,834 | 322,349 |
Governance Assessment
-
Strengths
- Fully independent director; sits on all major committees; designated audit committee financial expert—positive for board effectiveness and controls oversight.
- Strong governance framework: separate Chair/CEO, majority voting with resignation policy, and 12-year term limits.
- Ownership alignment mechanisms: director equity grants (annual RS), retention guidelines requiring $200,000 at cost within three years; prohibition on selling granted shares while serving (except tax).
- No Item 404(a) related-party relationships for Compensation Committee members; Audit Committee pre-approves and oversees related person transactions; no pledging or options among named individuals.
- Shareholder support: strong “FOR” votes for Fowler’s election, say-on-pay approval, and new 2025 incentive plan—signals investor confidence in governance and pay design.
-
Watch Items
- Initial compensation mix in 2024 was cash-only due to mid-year appointment, temporarily reducing equity exposure until 2025 grant; expected to normalize with annual RS in 2025.
- Attendance disclosed at “≥75%” for all directors (no individual breakdown provided); continued monitoring of meeting engagement is prudent.
RED FLAGS: None disclosed in the latest proxy related to conflicts, related-party transactions, hedging/pledging, option repricing, or compensation committee interlocks. Insider Trading Policy prohibits derivative/hedging transactions by directors.