Nicole St. Pierre
About Nicole R. St. Pierre
Nicole R. St. Pierre, 52, is an independent director of Diamond Hill Investment Group, Inc. (DHIL) and has served on the Board since 2019. She is Chair of the Compensation Committee and a member of both the Audit Committee and the Nominating and Governance Committee; she is NACD Directorship Certified and holds the Certificate in Cybersecurity Oversight (Carnegie Mellon/SEI, 2020) . Her background spans 1994–2018 in J.P. Morgan’s Asset Management group, including roles as Managing Director; Head of Client Services and Business Platform & Americas Regional Lead; she earned a B.S. in Marketing (Rutgers) and an MBA (Fordham) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| J.P. Morgan (Asset Management) | Managing Director; Head of Client Services and Business Platform & Americas Regional Lead | 1994–2018 | Americas Regional Lead within Asset Management group |
External Roles
| Organization | Role | Tenure | Board/Committee |
|---|---|---|---|
| None disclosed in proxy for this nominee | — | — | — |
Board Governance
- Independence: The Board determined that Nicole R. St. Pierre is independent under Nasdaq and SEC rules .
- Committee assignments: Compensation (Chair), Audit (Member), Nominating & Governance (Member) .
- Committee activity: Audit Committee met 4x in 2024; Compensation Committee met 2x in 2024; Nominating & Governance Committee met 4x in 2024 .
- Attendance and engagement: The Board held five meetings in 2024; each director attended at least 75% of applicable Board and committee meetings, and directors met in executive session at each regularly scheduled Board meeting; all directors attended the 2024 Annual Meeting .
- Board structure and leadership: DHIL separates Board Chair and CEO roles; five of six director nominees are independent; Board Chair is Richard S. Cooley .
- Term limits: Non‑employee director term limit set at 12 years (increased from 10 on May 8, 2024) .
- Insider trading policy: Prohibits employees, officers, and directors from hedging, short selling, or using derivative arrangements in DHIL securities except under compliant 10b5‑1 plans .
- Related‑party transactions: None requiring disclosure since the beginning of fiscal 2024; the Audit Committee reviews and must approve any such transactions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (structure) | $40,000 | Paid quarterly in arrears |
| Compensation Committee Chair fee (structure) | $10,000 | Annual cash chair fee |
| Fees earned or paid in cash (2024 actual) | $50,000 | As disclosed for 2024 |
| Restricted stock grant (2024) – fair value | $115,000 | Annual director equity to align interests |
| Total 2024 director compensation | $165,000 | Cash + stock awards |
Outstanding director stock grant details:
| Shares Granted | Grant-Date Fair Value | Grant Date | Vesting Date | Service Period |
|---|---|---|---|---|
| 723 | $115,000 | 5/10/2024 | 5/10/2025 | One-year service period |
Director stock holding/retention guidelines: Directors must hold all shares granted as compensation while serving on the Board (sales allowed only to cover taxes upon vesting) and, within three years of appointment, must hold DHIL shares with at least $200,000 cost basis; vested and unvested restricted stock counts toward compliance .
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Performance-conditioned director pay | None disclosed | Annual director equity vests time-based over one year; no options granted to directors and no performance metrics tied to director pay are disclosed |
Other Directorships & Interlocks
| Company | Role | Type | Interlock/Conflict | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | Proxy biography lists qualifications and prior employment; no current public company board roles disclosed for this nominee |
Expertise & Qualifications
- More than 20 years of investment management industry experience at J.P. Morgan Asset Management, including senior leadership in client service and business platform operations (Americas) .
- NACD Directorship Certified; Certificate in Cybersecurity Oversight (SEI/Carnegie Mellon, 2020) .
- Education: B.S. in Marketing (Rutgers); MBA (Fordham) .
- Compensation Committee Chair; all Compensation Committee members determined independent by the Board; Compensation Committee reports to the Board and oversees executive and director compensation, incentive plans, succession, and consultants/advisors .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Options Outstanding | Pledged Shares | Unvested Restricted Shares (12/31/2024) |
|---|---|---|---|---|---|
| Nicole R. St. Pierre | 4,187 | <1% (asterisk indicates <1%) | None | None | 723 |
Notes:
- The proxy states no named individuals hold outstanding options and none have pledged DHIL common shares .
- Director ownership guidelines require at least $200,000 cost-basis holdings within three years and retention of granted shares while serving, aside from tax sales on vesting .
Insider Trades (Form 4)
| Period | Source | Note |
|---|---|---|
| 2024–2025 | SEC Form 4 | No Form 4 transactions are disclosed in the proxy; insider trading analyses rely on separate SEC filings and tools beyond the proxy. This report relies on proxy-reported beneficial ownership; see Equity Ownership above . |
Governance Assessment
- Positives: Independent director; separation of Board Chair and CEO; robust committee structure comprised entirely of independent directors; Compensation Committee chaired by St. Pierre and active (2 meetings in 2024) with oversight of incentive plans and consultants; Audit Committee reviews related‑party transactions and met 4x in 2024; strong clawback/recoupment policies including Nasdaq Rule 5608 compliance; anti‑hedging/short‑selling policy; director stock retention and $200,000 guideline support alignment; say‑on‑pay 2024 approval at 96% indicates strong investor support .
- Watch items: Executive incentive awards are discretionary and not based on pre‑established performance goals (bonuses and LTI awards), which heightens reliance on committee judgment; non‑GAAP “adjusted net operating income” is the company-selected measure used for pay‑versus‑performance analysis; attendance disclosure is aggregated (“≥75%”) rather than director‑specific, limiting granular engagement assessment .
- Implications: St. Pierre’s chair role on the Compensation Committee, combined with clawback and ownership policies, supports investor confidence in pay governance; continued monitoring of discretionary pay decisions and non‑GAAP metric usage is prudent for assessing alignment with long‑term shareholder outcomes .