Charles Stonehill
Equitable HoldingsAbout Charles G.T. Stonehill
Charles G.T. Stonehill, age 67, is an independent director of Equitable Holdings, Inc. (EQH) serving since 2018. He is Founding Partner of Green & Blue Advisors LLC (since 2011) and previously held senior leadership roles at Lazard Frères & Co., Credit Suisse First Boston, Morgan Stanley & Co., and JPMorgan, bringing over 40 years of capital markets and investment banking experience. He currently serves on the Supervisory Board of Deutsche Börse AG and holds franchise directorships at Equitable Financial, Equitable America, and AllianceBernstein Corporation; at EQH he sits on the Executive Committee and chairs the Finance & Risk Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Green & Blue Advisors LLC | Founding Partner | Since 2011 | Strategic advisory; capital markets experience |
| Lazard Frères & Co.; Credit Suisse First Boston; Morgan Stanley & Co.; JPMorgan | Senior leadership positions | Not disclosed | Extensive investment banking and capital markets leadership |
| Julius Baer Group Ltd.; Bank Julius Baer & Co. Ltd. | Director (prior) | Not disclosed | International banking governance experience |
External Roles
| Organization | Role | Start/Status | Notes |
|---|---|---|---|
| Deutsche Börse AG | Supervisory Board Member | Current | European market infrastructure governance |
| AllianceBernstein Corporation | Director | Current | EQH franchise directorship; AB affiliate oversight |
| AllianceBernstein (AB) Audit Committee | Chair | Current | Oversees AB audit pre-approvals under EQH policy delegation |
Board Governance
- Committee assignments: EQH Executive Committee member; Chair, Finance & Risk Committee; all current Finance & Risk members independent. Executive Committee held 0 meetings in 2024; Finance & Risk held 5 meetings in 2024.
- Subsidiary oversight: Received $20,000 for chairing the Investment Committees of Equitable Financial and Equitable America, indicating deeper risk/investment governance at core insurance subsidiaries.
- Independence: Board affirmatively determined Stonehill is independent under NYSE/SEC standards.
- Engagement: All directors attended the 2024 annual meeting; independent directors meet in executive sessions during each regular Board meeting, presided over by the independent Chair.
- Tenure: Director since 2018.
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $316,375 | Includes $20,000 for chairing Investment Committees at Equitable Financial and Equitable America |
| Stock Awards ($) | $345,039 | Comprised of EQH common stock $175,039 and restricted AB Holding Units $170,000 |
| Total ($) | $661,414 | EQH and AB director compensation combined |
Program parameters (2024):
- EQH non-employee directors: annual cash retainer $125,000; committee chair retainers—Audit $35,000; Compensation & Talent $25,000; Nominating & Corporate Governance $20,000; Finance & Risk $20,000; annual equity retainer $175,000 in EQH common stock; Independent Chair additional $105,000 equity retainer.
- AB directors: annual cash retainer $97,750; committee cash retainers per role; annual restricted AB Holding Units grant $170,000 (vests ratably over three years; not forfeitable except for cause).
Performance Compensation
| Equity Vehicle | Vesting | Performance Metric | Notes |
|---|---|---|---|
| Restricted AB Holding Units | Vests ratably over 3 years | None (time-based) | Not forfeitable except if terminated for cause |
| EQH Common Stock (Director equity retainer) | Not disclosed | None disclosed | Annual equity retainer structure detailed (value $175,000) |
No performance-conditioned director awards (e.g., PSUs/TSR/EPS-linked) are disclosed for non-employee directors; equity is primarily time-based retainers.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| Deutsche Börse AG | Supervisory Board Member | Not disclosed | External market infrastructure governance |
| AllianceBernstein (AB) | AB Board Director; AB Audit Committee Chair | Chair, Audit Committee | EQH holds ~62% economic interest in AB; Stonehill’s AB leadership aligns affiliate oversight with EQH audit pre-approval policy delegation. |
| Julius Baer Group Ltd.; Bank Julius Baer & Co. Ltd. | Prior Director | Not disclosed | Past international banking boards |
Expertise & Qualifications
- Capital markets and investment banking leadership across Lazard, CSFB, Morgan Stanley, and JPMorgan; over 40 years’ experience.
- Risk oversight and financial sustainability focus as Chair of EQH Finance & Risk Committee (liquidity, capital management, ERM).
- Audit governance depth as Chair of AB Audit Committee, with delegated pre-approval authority under EQH’s Audit Committee policy.
- International market infrastructure perspective via Deutsche Börse Supervisory Board.
Equity Ownership
| Security | Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| EQH Common Stock | 34,064 | <1% (*) | As of March 24, 2025 |
| AB Holding Units | 25,923 | <1% (*) | Excludes units owned by EQH and its subs; separate from EQH equity |
Ownership alignment policies:
- Director stock ownership guideline: hold 5× annual cash retainer (excluding committee service); retain 50% of EQH stock received until guideline met.
- Hedging/pledging: prohibited for employees and directors.
Governance Assessment
-
Positive signals:
- Independent status affirmed; chairs Finance & Risk with defined oversight of liquidity, capital management, ERM—key to insurer resilience.
- Cross-entity governance (EQH, AB, and EQH insurance subsidiaries) suggests strong risk and investment oversight continuity; AB audit pre-approval delegation centralizes accountability under an experienced chair.
- Ownership alignment via director stock ownership guidelines and strict hedging/pledging bans enhances investor alignment.
- All directors attended the 2024 annual meeting, evidencing engagement.
-
Watchpoints / RED FLAGS:
- Dual governance roles at EQH, AB, and insurance subsidiaries can raise perceived conflict or concentration of influence—mitigated by independence determination and committee independence, but worth continued monitoring of time commitments and objectivity.
- The A&R Omnibus Plan proposes raising non-employee director maximum award limits to $1,000,000 (directors) and $1,500,000 (Chair), increasing scope for higher director pay; monitor pay-for-governance value and shareholder perceptions of pay inflation.
Attendance rates by director at Board/committee meetings were not disclosed; committee meeting counts are provided, and all directors attended the annual meeting.
Notes on Potential Conflicts and Related-Party Exposure
- EQH’s Audit Committee Pre-Approval Policy delegates AB audit/non-audit service pre-approvals to the AB Audit Committee (chaired by Stonehill), aligning affiliate audit governance but concentrating authority; oversight reporting back to EQH’s Audit Committee occurs quarterly.
- Directors’ outside affiliations are monitored annually, with over-boarding limits of four public company boards; all directors complied in 2024.
(*) Represents less than one percent of outstanding securities, per proxy disclosure. **[1333986_0001193125-25-073441_d869687ddef14a.htm:118]** **[1333986_0001193125-25-073441_d869687ddef14a.htm:120]**