Kosty Gilis
About Kosty Gilis
Konstantin (Kosty) Gilis, age 51, is Chairman of the Board at Emerald Holding, Inc. (EEX) and a Class II director nominee; he has served as Chairman since June 2013 and sits on the Compensation Committee and the Nominating & Corporate Governance Committee . He is not independent due to his role as Managing Director at Onex, EEX’s controlling stockholder (Onex owns 92.4% of outstanding common stock as of March 31, 2025) . Gilis holds an MBA from Harvard Business School and a BS from The Wharton School; prior roles include Willis Stein & Partners and Bain & Company (Toronto and Johannesburg) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onex | Managing Director (business services sector focus) | 2004–present | Extensive strategic/financing transactions; deep knowledge of EEX as controlling stockholder affiliate |
| Willis Stein & Partners | Private Equity Professional | Prior to 2004 | PE investing experience |
| Bain & Company (Toronto, Johannesburg) | Management Consultant | Prior to 2004 | Strategy/operations experience across geographies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Analytic Partners, Inc. | Director | Current | Private company; marketing analytics |
| WireCo WorldGroup | Director | Current | Private company; industrial wire/ropes |
| ASM Global | Director | Former | Onex sold ASM stake in Q3 2024; EEX paid ASM $1.0M (2024), $1.3M (2023) for venue fees |
| Allison Transmission (NYSE: ALSN) | Director | Former | Public company board experience |
| Clarivate (NYSE: CLVT) | Director | Former | Public company board experience |
| Gates Corporation | Director | Former | Industrial products |
| WireCo WorldGroup (prior tenure) | Director | Former | Industrial; prior tenure distinct from current role |
Board Governance
| Attribute | Details |
|---|---|
| Board role | Chairman of the Board; separates CEO/Chair roles (CEO: Hervé Sedky) |
| Independence | Not independent (Onex affiliation) |
| Committees | Compensation Committee member; Nominating & Corporate Governance Committee member |
| Committee composition | Compensation: Alicea (Chair), Clarizio, Gilis, Skala; 3 of 4 independent (Gilis non‑independent) . Nominating: Skala (Chair), Gilis; 1 of 2 independent (Gilis non‑independent) . Audit: fully independent; Klinger (Chair), Alicea, Hyatt . |
| Controlled company status | Onex owns 184,520,200 shares (92.4%), so EEX is a “controlled company” under NYSE rules; some committees not required to be fully independent . |
| Board/committee meetings (2024) | Board: 5; Audit: 6; Compensation: 4; Nominating: 2 . |
| Attendance | All directors attended at least 75% of Board and applicable committee meetings; all 9 directors attended 2024 annual meeting . |
| Lead independent director | None designated; Board cites majority of independent directors and governance practices as mitigants . |
| Executive sessions | Non‑management directors meet in executive session at most Board meetings . |
| Risk oversight | Audit Committee oversees risk including cybersecurity/privacy; Compensation Committee reviews incentive risk |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual retainer (cash) | $0 (Onex‑affiliated directors do not receive the standard independent director retainer) |
| Committee membership fees | $0 (no fees disclosed for Onex‑affiliated directors) |
| Committee chair fees | $0 (Gilis is not a committee chair) |
| Equity (annual RSUs) | $0 (independent directors receive $100,000 in RSUs; Onex‑affiliated directors not shown as receiving RSUs) |
| Total director compensation (2024) | $0 |
Notes: Independent directors are entitled to $175,000 annual retainer ($75,000 cash + $100,000 RSUs) plus committee fees; Onex‑affiliated directors (including Gilis) are shown with “—” (no compensation) for 2024 .
Performance Compensation
| Performance Metric | Applied to Director Pay? | Details |
|---|---|---|
| Company financial metrics (e.g., revenue, EBITDA, TSR) | No | Independent director equity grants are time‑based RSUs vesting over one year; no performance metrics disclosed for director pay . |
| Committee/meeting attendance metrics | No | No attendance‑linked pay disclosed (attendance expectation ≥75%) . |
Other Directorships & Interlocks
| Exposure/Interlock | Detail |
|---|---|
| Onex control | Onex beneficially owns 92.4% of EEX; Gilis is an Onex Managing Director; EEX is a “controlled company,” allowing non‑independent composition of Compensation and Nominating committees . |
| ASM Global venues | EEX staged events at ASM‑managed venues while Onex‑affiliated directors (including Gilis) served on ASM’s board; Onex sold ASM stake in Q3 2024; EEX paid ASM $1.0M (2024) and $1.3M (2023) in arm’s‑length fees . |
| Convex insurance | Onex affiliates invested ~$750M in Convex; EEX’s event cancellation insurance led by Convex; premiums of ~$500k (2024) and ~$800k (2023) paid on arm’s‑length basis . |
| Registration rights | Onex holds extensive demand and piggyback registration rights covering ~184.5M shares, with Company‑paid offering expenses and indemnities . |
Expertise & Qualifications
- Financial and transactional expertise (PE investing, strategic/financing transactions) supports oversight of capital allocation and M&A .
- Global consulting background (Bain Toronto/Johannesburg) and prior PE experience (Willis Stein) add operational/strategic perspective .
- Education: MBA (Harvard Business School) and BS (Wharton), relevant to complex governance and finance topics .
Equity Ownership
| Item | Detail |
|---|---|
| Personal beneficial ownership | 0 shares; footnote clarifies Onex‑affiliated directors (Gilis/Munk) do not have voting or investment power over Onex‑held EEX shares . |
| Ownership % of outstanding | <1% (zero reported beneficial ownership) . |
| Shares pledged as collateral | Prohibited by Company’s no‑hedging/no‑pledging policy for directors/officers . |
| Director ownership guidelines | Independent directors must hold shares equal to 4× annual cash retainer ($300,000) within five years; guideline applies to independent directors (Gilis is non‑independent) . |
Insider Trades
| Period | Filings/Notes |
|---|---|
| 2024–YTD 2025 | Company’s review of Section 16(a) reports found timely filings for directors/officers/10% holders with exceptions only for Sedky, Doft, and OPV Gem Aggregator LP; no delinquencies noted for Gilis . |
Compensation Committee Analysis
| Attribute | Details |
|---|---|
| Composition | Michael Alicea (Chair), Lynda Clarizio, Kosty Gilis, Emmanuelle Skala; 3 of 4 are independent; Gilis not independent (Onex MD) . |
| Consultant usage | FW Cook engaged previously; no compensation consultant engaged during 2024 . |
| Scope | Oversees executive and director compensation, equity/incentives, benefit programs, and employment agreements . |
| Interlocks | No compensation committee interlocks with other companies; Gilis is not a Company executive (Onex affiliation noted) . |
Board Governance Assessment
- Controlled company structure with Onex at 92.4% leads to non‑independent composition of key committees (Compensation, Nominating), and a non‑independent Board Chair (Gilis), elevating risk of related‑party influence over governance and pay outcomes .
- Positive mitigants include a fully independent Audit Committee with two “financial experts,” executive sessions of non‑management directors, and explicit no‑hedging/no‑pledging policy for directors/officers .
- Director compensation alignment: Onex‑affiliated directors (including Gilis) received no director fees or RSUs in 2024, avoiding cash/equity conflicts; however, lack of personal beneficial ownership (0 shares) reduces direct “skin‑in‑the‑game” alignment at the individual level (alignment is via Onex’s ownership) .
- Related‑party exposures are present but disclosed and stated as arm’s‑length: ASM venue fees ($1.0M in 2024; $1.3M in 2023) and Convex insurance premiums (~$500k in 2024; ~$800k in 2023); Onex registration rights provide significant liquidity options for the controller and could affect float/overhang dynamics .
RED FLAGS
- Non‑independent Chairman with direct affiliation to controlling stockholder; no Lead Independent Director designated .
- Compensation and Nominating committees not fully independent (Gilis member on both), increasing potential influence over CEO pay, director nominations, and governance policies .
- Extensive registration rights held by Onex covering ~184.5M shares, implying potential selling overhang and governance asymmetry .
Positives
- Fully independent Audit Committee with “financial expert” credentials and robust risk oversight, including cybersecurity/privacy .
- Clear related‑party transaction review policy under Audit Committee oversight; explicit prohibition on hedging/pledging; independent director ownership guidelines .
Director Compensation (Context for Board)
| Director | Fees Earned (Cash, 2024) | Stock Awards (RSUs, 2024) | Notes |
|---|---|---|---|
| Kosty Gilis | — | — | Onex‑affiliated; no director compensation shown |
| Independent directors (e.g., Alicea, Klinger) | $75,000–$100,000 | $100,000 | Additional chair/member fees as applicable; RSUs vest in one year |
Other Directorships & Interlocks (Expanded)
| Relationship | Amount/Detail |
|---|---|
| ASM Global venue fees | $1.0M (2024), $1.3M (2023) paid; Onex sold ASM stake in Q3 2024 |
| Convex insurance premiums | ~$500k (2024), ~$800k (2023) paid; Onex affiliates invested ~$750M in Convex |
| Registration rights | ~184.5M shares covered; demand/piggyback; Company pays offering expenses; indemnities in place |
Governance Quality Signals
- Stock ownership and trading controls: No hedging/pledging; timely Section 16(a) compliance noted for directors (no issues cited for Gilis) .
- Board process: Annual self‑evaluation; director selection considers diversity of skills/backgrounds; executive sessions regularly held .
- Risk oversight: Audit Committee meets at least quarterly with management and auditors; oversight of cybersecurity/privacy risks formalized .
Data Appendix: Committee Membership Table (2024)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Kosty Gilis | ü | ü | |
| Lisa Klinger | Chair | ||
| Michael Alicea | ü | Chair | |
| Lynda Clarizio | ü | ||
| Todd Hyatt | ü | ||
| Emmanuelle Skala | ü | Chair | |
| Anthony Munk | |||
| David Levin |
Notes
- Audit Committee: Fully independent; Klinger (Chair), Alicea, Hyatt; Klinger and Hyatt are “audit committee financial experts” .
- Compensation Committee: 3 of 4 independent; Gilis is not independent .
- Nominating & Corporate Governance Committee: 1 of 2 independent; Gilis is not independent .