Paula Meyer

About Paula Meyer

Paula R. Meyer, age 70, is an independent director of Diamond Hill Investment Group (DHIL) since 2019 and currently serves as Chair of the Nominating and Governance Committee; she is also a member of the Audit and Compensation Committees. She previously served as President of RiverSource Funds (Ameriprise Financial’s mutual fund complex) from 1998–2006, and has been a professional non‑executive director since 2007. She holds a BA from Luther College and an MBA from The Wharton School; she is an NACD Board Leadership Fellow and earned the Carnegie Mellon/SEI Certificate in Cybersecurity Oversight in 2020 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Meyer is independent under Nasdaq and SEC standards; DHIL’s Board has five of six nominees independent (CEO non‑independent) and all committees are fully independent .
• Committee assignments: Audit (member), Compensation (member), Nominating & Governance (Chair) .
• Attendance and engagement: The Board held five meetings in 2024; each director attended at least 75% of applicable Board/committee meetings and directors met in executive session at each regularly scheduled meeting. Directors are expected to attend annual meetings; all directors attended the 2024 Annual Meeting .
• Term limits: Non‑employee director term limit increased from 10 to 12 years in May 2024; a Board Chair exception and one‑year extensions may apply at Board discretion .
• Board leadership: DHIL separates the Chair and CEO roles to strengthen oversight and risk management .

Fixed Compensation

• Structure: Non‑employee directors receive $155,000 target annual compensation (cash plus equity) with Chair fees ($10,000 for Compensation and Nominating & Governance; $15,000 Audit; $30,000 Board Chair). Annual cash retainer is $40,000; equity is time‑vested restricted stock (~$115,000 grant date value) .

• Ms. Meyer’s recent compensation: | Metric | 2022 | 2023 | 2024 | |---|---|---|---| | Cash Fees ($) | $78,750 | $50,000 | $50,000 | | Stock Awards ($) | $115,000 | $115,000 | $115,000 | | Total ($) | $193,750 | $165,000 | $165,000 |

• Notes: In 2022, cash included a quarter paid in lieu of stock timing; starting in 2021 grants vest on the first anniversary of the grant date .

Performance Compensation

• Design: Director equity grants are time‑vested (one‑year) restricted stock to align interests; no performance metrics (e.g., TSR/financial KPIs) are used for director equity .

• Ms. Meyer’s outstanding/issued director equity: | Grant Date | Shares Granted | Grant‑Date Fair Value ($) | Vesting Date | |---|---|---|---| | 05/11/2023 | 727 | $115,000 | 05/11/2024 | | 05/10/2024 | 723 | $115,000 | 05/10/2025 |

• Change‑in‑control: Under DHIL’s current plan, outstanding awards (including non‑employee director awards) accelerate upon a change in control; repricing of options/SARs without shareholder approval is prohibited .

Other Directorships & Interlocks

• Compensation Committee interlocks: No member (including Ms. Meyer) had relationships requiring Item 404(a) disclosure; no executive officer of DHIL served on another company’s board/compensation committee with reciprocal ties in 2024 .
• Related‑party transactions: None requiring disclosure since the beginning of fiscal 2024; Audit Committee reviews any such transactions .
• 2025 shareholder vote outcomes (engagement signal):
  • Ms. Meyer’s re‑election: For 1,967,037; Against 29,718; Abstain 23,163; Broker non‑votes 322,349 .
  • Say‑on‑pay (NEOs): For 1,918,073; Against 71,011; Abstain 30,834; Broker non‑votes 322,349 .

Expertise & Qualifications

• 40+ years in investment management, including 25 years of executive experience in mutual funds; deep governance expertise through service on GSE and industry boards .
• NACD Board Leadership Fellow and cybersecurity oversight credential (2020), supporting oversight of operational and technology risks .
• Financial services breadth across asset management, insurance, and financial services boards .

Equity Ownership

• Beneficial ownership (no options; no pledging disclosed): | As of | Shares Beneficially Owned | Percent of Class | |---|---|---| | 03/13/2023 | 2,537 | * (<1%) | | 03/11/2024 | 2,764 | * (<1%) | | 03/03/2025 | 3,187 | * (<1%) |

• Unvested director equity at year‑end: | Date | Unvested RS Shares | |---|---| | 12/31/2023 | 727 | | 12/31/2024 | 723 |

• Policies enhancing alignment: Directors must reach $200,000 stock ownership (cost basis) within three years; director compensation shares cannot be sold during Board service except to cover taxes upon vesting; hedging/short‑selling of DHIL securities is prohibited under insider trading policies .

Governance Assessment

• Strengths: Independent director with chair role on Nominating & Governance; consistent committee service (Audit, Compensation); solid attendance with regular executive sessions; clear director stock ownership and anti‑hedging/pledging practices; no related‑party transactions; strong say‑on‑pay support (95% in 2023 and 96% in 2024; approved again in 2025) indicating positive shareholder sentiment .
• Compensation alignment: Director pay is modest and balanced between cash retainer and one‑year restricted stock; chair fees appropriately reflect responsibilities; no performance equity or complex perquisites for directors .
• Term‑limit discipline: 12‑year cap helps refreshment while preserving expertise; Ms. Meyer’s tenure (since 2019) is within policy, providing continuity without entrenchment risk .
• Potential conflicts: External directorship at Mutual of Omaha (insurance) does not present a disclosed related‑party transaction with DHIL; Audit Committee oversight in place for any future related‑person transactions .
• RED FLAGS: None observed — no pledging, no hedging, no related‑party transactions, no director meeting attendance issues disclosed, and plan prohibits repricing without shareholder approval .