João (John) M. de Figueiredo
Employers HoldingsAbout João (John) M. de Figueiredo
Independent director since 2019; age 59. Russell M. Robinson II Distinguished Professor of Law, Strategy, and Economics at Duke University (since 2010), with prior faculty roles at UCLA Anderson, UCLA Law, and MIT Sloan, and strategy consulting at Monitor Company. Education: Ph.D. in Business and Public Policy (UC Berkeley), M.Sc. in Economics (LSE), A.B. (Harvard); Research Associate at NBER since 2007. Core credentials: competitive strategy, innovation (incremental and disruptive), organizational change, data analytics, economics, and corporate regulatory/political strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCLA Anderson School of Management | Faculty | Not disclosed | Academic leadership and research in strategy |
| UCLA Law School | Faculty | Not disclosed | Academic leadership and research in law/economics |
| MIT Sloan School of Management | Faculty | Not disclosed | Academic leadership and research in strategy/innovation |
| Monitor Company | Strategic Management Consultant | Not disclosed | Industry strategy consulting in regulated industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duke University Law School & Fuqua School of Business | Distinguished Professor of Law, Strategy, and Economics | Since 2010 | Cross-disciplinary professorship in law, strategy, economics |
| National Bureau of Economic Research (NBER) | Research Associate | Since 2007 | Research in business-government interactions |
Board Governance
- Independence: Classified as independent; Board has determined all non‑employee directors are independent under NYSE rules .
- Committee assignments: Chair, Board Governance & Nominating; Member, Risk Management, Technology & Innovation; Member, Executive Committee .
- Committee scopes: Governance oversees director selection, succession for Chair/CEO, board/committee evaluations, corporate governance policies, ESG oversight, charitable giving, and related-person transactions review . Risk Committee oversees ERM, cybersecurity, risk appetite/tolerances, technology and innovation strategy .
- Engagement and attendance: Board met 7 times in 2024; each director then serving attended at least 75% of Board and committee meetings. Continuing directors attended the 2024 annual meeting . 2024 committee meetings: Governance 6; Risk 5; Executive 0 .
- Board structure: Independent Chair (Jeanne Mockard); lead independent director policy applies only when Chair is not independent .
- Committee rotation: Board approved periodic chair/membership rotation to deepen experience; incoming chairs generally require prior committee experience .
- Compensation Committee interlocks: Not a member; interlocks disclosure indicates independence of all Comp Committee members and no insider participation .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash Board retainer | $65,000 | Paid quarterly in arrears |
| Committee chair fee (Governance) | $10,000 | “Other Committees” chair fee (Governance/Risk/Executive) |
| Committee membership fee(s) | $9,000 per committee | “Other Committees” membership fee (Governance/Risk/Executive) |
| Meeting fees (over threshold) | $1,500 per meeting >8/year (Other Committees) | Paid only if a committee member attends >8 in calendar year |
| Chair of the Board premium | $75,000 | Not applicable to de Figueiredo |
2024 Director Compensation (individual):
| Name | Fees Earned (Cash) | Stock Awards (RSUs) | All Other Compensation | Total |
|---|---|---|---|---|
| João “John” M. de Figueiredo | $93,000 | $84,995 | $3,236 | $181,231 |
Program features:
- Non‑employee director compensation consists of cash retainers/fees and annual RSUs granted after the annual meeting; no meeting fees for Board meetings .
- RSUs grant date May 23, 2024; fair market value $41.12 per share; scheduled to vest May 23, 2025, subject to continued service .
Performance Compensation
- Directors do not receive performance‑based equity (no PSUs/options); RSUs vest based on service only .
RSU Grant and Vesting (2024 cycle—individual):
| Grant Date | RSUs Granted | Grant-Date Fair Value | Vesting Date |
|---|---|---|---|
| May 23, 2024 | 2,067 | $84,995 | May 23, 2025 (service-based) |
Ownership/Alignment Metrics:
| Guideline | Requirement | Compliance Status |
|---|---|---|
| Director stock ownership | ≥3x annual cash Board retainer | Directors with ≥3 years on board meet requirement; de Figueiredo has served since 2019 |
Other Directorships & Interlocks
| Company | Role | Timeframe | Notes |
|---|---|---|---|
| None | — | — | No current or prior public company directorships in last five years |
Expertise & Qualifications
- Expertise in competitive strategy, innovation (disruptive/incremental), strategy implementation, organizational change, data analytics, economics, and corporate regulatory/political strategy .
- Academic and consulting background in regulated industries; publications across strategy, economics, and business‑government interactions .
- Degrees: Ph.D. (UC Berkeley), M.Sc. (LSE), A.B. (Harvard) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| João “John” M. de Figueiredo | 13,115 | * (<1%) | As of record date March 24, 2025; 24,260,602 shares outstanding |
| Unvested RSUs (director program) | 2,067 | — | Scheduled to vest May 23, 2025 (subject to service) |
Alignment safeguards:
- Mandatory director ownership guidelines (≥3x retainer); compliance achieved for directors with ≥3 years of service .
- Anti‑hedging policy applies to directors; grants generally prohibit pledging .
- No loans or other debt to directors/officers .
Governance Assessment
- Strengths: Independent status; chairs Governance & Nominating (key role in board composition, evaluations, ESG oversight, succession), and sits on Risk and Executive Committees—good line-of-sight into talent, risk, and strategy . Ownership guidelines with equity grants support alignment; anti‑hedging/anti‑pledging and related‑party review policies reduce conflict risk . Board led by an independent Chair; clear majority voting and resignation policy enhance accountability .
- Engagement: Board met 7 times; governance and risk committees met frequently (6 and 5 respectively), indicating active oversight; directors met attendance expectations; continuing directors attended the annual meeting .
- Compensation signals: Director pay structure is balanced (cash plus RSUs); at least 35% of director compensation paid in RSUs, reinforcing equity ownership; no option awards to directors; CAP reviewed program and found it competitive; no changes to director pay levels for 2024–2025 term .
- Conflicts/Red Flags: None disclosed specific to de Figueiredo; no related‑party transactions involving directors; no loans; compensation consultant independence affirmed; company restricts hedging/pledging .
Overall, de Figueiredo’s governance profile signals independence, strong committee leadership (particularly in governance/ESG and risk), and ownership alignment through RSUs and stock guidelines, with no disclosed conflicts or attendance concerns .