Bertram Scott
Equitable HoldingsAbout Bertram L. Scott
Independent director since 2019; age 74. Chairs the Compensation and Talent Committee and serves on the Nominating and Corporate Governance Committee. Prior executive roles include Senior Vice President, population health at Novant Health (2015–2019), President & CEO of Affinity Health Plan, President U.S. Commercial at Cigna, Executive Vice President/Chief Institutional Development & Sales Officer at TIAA‑CREF, and President & CEO of TIAA‑CREF Life Insurance Company. Identified skills include insurance/financial services leadership and designation as an audit committee financial expert. External public company boards: Lead Director at Becton, Dickinson and Company (BDX); director at Lowe’s Companies (LOW) and Dollar Tree (DLTR).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novant Health, Inc. | Senior Vice President, Population Health | 2015–2019 | Led population health strategy (insurance/healthcare experience) |
| Affinity Health Plan | President & CEO | Not disclosed | Strategic and operational leadership |
| Cigna Corporation | President, U.S. Commercial | Not disclosed | Commercial leadership in insurance |
| TIAA‑CREF | EVP, Chief Institutional Development & Sales Officer | Not disclosed | Institutional development, sales leadership |
| TIAA‑CREF Life Insurance Co. | President & CEO | Not disclosed | Insurance CEO experience |
External Roles
| Company | Ticker | Role | Committee Roles (if disclosed) |
|---|---|---|---|
| Becton, Dickinson and Company | BDX | Lead Director | Not disclosed |
| Lowe’s Companies, Inc. | LOW | Director | Not disclosed |
| Dollar Tree, Inc. | DLTR | Director | Not disclosed |
Board Governance
- Independence: The Board affirmatively determined Mr. Scott is independent under NYSE/SEC standards.
- EQH committees: Chair, Compensation & Talent; Member, Nominating & Corporate Governance. Compensation & Talent met 5 times in 2024; Nominating & Corporate Governance met 4 times in 2024.
- Executive sessions: Non‑management directors meet in executive session at each regular Board meeting; independent directors meet at least annually in private session led by the Independent Chair.
- Attendance: All directors attended the 2024 annual meeting of stockholders.
- Overboarding policy: Non‑executive directors limited to four public company boards; all directors were in compliance in 2024. Mr. Scott’s four boards (EQH + BDX + LOW + DLTR) conform to the limit.
- Mandatory retirement: Directors retire at age 75, with limited exceptions; average director age ~66.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard for EQH non‑employee directors (2024 program) |
| Committee chair cash retainer (Comp & Talent) | $25,000 | Chair retainer per program |
| Fees earned or paid in cash (reported) | $150,000 | Sum aligns with base + chair retainer |
| Annual equity retainer (EQH common stock grant date fair value) | $175,039 | Program equity retainer level is $175,000 (2024) |
| Total reported director compensation (EQH) | $325,039 | Cash + stock awards |
- Program design (non‑employee directors): Annual cash retainer $125,000; committee chair cash retainers (Audit $35k; Compensation & Talent $25k; Nominating & Corporate Governance $20k; Finance & Risk $20k); equity retainer in EQH common stock valued at $175,000; Independent Chair has additional cash ($100k) and equity ($105k) retainers.
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance‑conditioned equity for directors | Not applicable | EQH director equity retainer is delivered in shares of EQH common stock; no disclosed performance metrics for director grants. |
EQH’s performance shares and Non‑GAAP EPS/TSR metrics apply to executive long‑term incentives, not director compensation.
Other Directorships & Interlocks
| External Board | Potential Interlock/Exposure | Note |
|---|---|---|
| Becton, Dickinson and Company (BDX) | Healthcare/medical devices | No EQH‑disclosed related‑party transactions involving BDX or Mr. Scott. |
| Lowe’s Companies (LOW) | Retail | No EQH‑disclosed related‑party transactions involving LOW or Mr. Scott. |
| Dollar Tree (DLTR) | Discount retail | No EQH‑disclosed related‑party transactions involving DLTR or Mr. Scott. |
Expertise & Qualifications
- Insurance and financial services senior leadership; CEO experience at insurance subsidiaries; commercial operations expertise.
- Audit committee financial expert designation among skills/qualifications.
Equity Ownership
| Security | Holdings | % of Class | Notes |
|---|---|---|---|
| EQH common stock | 25,208 shares | <1% | Beneficial ownership as of March 24, 2025. |
| AB Holding Units (AllianceBernstein Holding L.P.) | 10 units | <1% | Directors may have restricted AB Holding Units outstanding; Scott had 10 outstanding awards at 12/31/2024. |
| Director stock ownership guideline | 5x annual cash retainer | N/A | Must retain 50% of EQH stock received until guideline achieved. |
| Hedging/pledging | Prohibited for employees and directors | N/A | Aligns incentives; zero‑cost collars/forwards and pledging disallowed. |
Governance Assessment
- Strengths: Independent status; chairs Compensation & Talent (oversight of pay, human capital, succession); active membership in Nominating & Corporate Governance (ESG/governance oversight); compliance with overboarding limits; robust director equity ownership guidelines; prohibition on hedging/pledging; all directors attended the annual meeting.
- Compensation Committee quality: Uses independent consultant Meridian; committee formally reviewed CD&A and recommended inclusion in proxy; strong pay‑for‑performance design for executives (Non‑GAAP EPS, TSR, VNB, cash flow) indicating rigorous oversight.
- Investor signals: 2024 say‑on‑pay support of 96.1% suggests alignment with shareholder expectations (committee chaired by Scott).
- Conflicts/related party exposure: Proxy discloses related‑person transaction policy and examples (e.g., BlackRock arrangement) but no Scott‑specific related‑party transactions; AB affiliate transactions subject to separate governance.
- RED FLAGS: None disclosed regarding attendance shortfalls, related‑party transactions, pledging/hedging, or delinquent Section 16 filings for Scott; the single late Form 4 noted involves another officer.
Notes on Committee Mandates and Meetings
| Committee | Role Highlights | 2024 Meetings |
|---|---|---|
| Compensation & Talent (Chair: Scott) | Executive compensation, human capital, succession planning; risk oversight of compensation design. | 5 |
| Nominating & Corporate Governance (Member: Scott) | Board refreshment, governance principles, ESG strategy oversight; risk oversight of board governance and CSR. | 4 |
Director Benefits (Program)
- Matching Gifts program: up to $2,000 per year.
- Business travel accident insurance: coverage up to four times annual compensation (subject to maximums).
- Director education: reimbursement up to $5,000 per year.
- Indemnification agreements entered at IPO.