Gail Harris
EvercoreAbout Gail B. Harris
Lead Independent Director of Evercore Inc. (EVR), age 72, serving on the Board since 2006. She chairs the Nominating and Corporate Governance Committee and sits on the Audit Committee, bringing deep corporate/securities legal expertise from her tenure as a Simpson Thacher & Bartlett partner and Of Counsel. Education: A.B. with distinction, Stanford University; J.D., Stanford Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Corporate Department Partner | 1984–1998 | Advised boards, complex corporate/securities work, M&A, JVs/partnerships |
| Simpson Thacher & Bartlett LLP | Of Counsel | 1998–June 2011 | Continued board advisory and corporate/securities work |
| Stanford University Board of Trustees | Trustee | Prior service (dates not specified) | Chaired Special Committee on Investment Responsibility; member Finance and Audit Committees |
| New York Cares | President Emeritus; current Board member | Current (President Emeritus; dates not specified) | Governance and community impact leadership |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Seacor Holdings Inc. | Director | Prior | Audit Committee; Nominating & Corporate Governance Committee |
| Cigna Life Insurance Company of New York | Lead Director | Prior | Chair of Outside Directors/Audit Committee |
| Private companies (several) | Director | Current | Not specified |
| Stanford Law School | Chair, Dean’s Advisory Council | Current | Strategic/academic governance |
| Stanford Freeman Spogli Institute | Advisory Council Member | Current | Policy/academic governance |
| Council on Foreign Relations | Member | Current | Policy network |
Board Governance
- Roles: Lead Independent Director; Chair, Nominating & Corporate Governance; Member, Audit Committee .
- Lead Director responsibilities: presides over executive sessions; collaborates with Chair/CEO on agendas/schedules; leads Board and Committee evaluations; liaison among non-management directors .
- Independence: Board determined Harris is independent under NYSE rules and company standards; 100% of committee members are independent .
- Attendance: Board met five times; committees met 14 times (Audit 7; Compensation 5; Nominating & Corporate Governance 2); each director attended over 80% of applicable meetings; all incumbent directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 125,000 | Standard non-management director retainer |
| Committee Chair Fee | 30,000 | As Chair of Nominating & Corporate Governance |
| RSU Grant (Annual) | 129,762 | Grant of 639 RSUs; grant date fair value based on 6/18/2024 price; delivers on 6/18/2025 |
| Total 2024 Director Compensation | 284,762 | Fees earned (155,000) + Stock awards (129,762) |
- Structure: Directors may elect retainer in cash, RSUs, or split; annual RSUs deliver one year from grant; one-time RSUs upon joining deliver after two years .
- Ownership Guidelines: Non-management directors must hold ≥3× most recent annual retainer; 100% of delivered RSU shares must be retained until guideline met (tax sales permitted) .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based elements | Not disclosed for directors; annual equity grants (RSUs) are time-based with one-year delivery, not tied to revenue/EPS/TSR metrics |
Other Directorships & Interlocks
| Company | Relationship to EVR | Potential Interlock/Conflict Note |
|---|---|---|
| Seacor Holdings Inc. (prior) | No disclosed EVR RPT link | Prior service; maritime/logistics exposure; no related-party transactions disclosed |
| Cigna Life Insurance Company of New York (prior) | Insurance | Prior service; EVR advises financial institutions broadly; no related-party transactions disclosed |
EVR’s Related Person Transaction Policy requires Nominating & Corporate Governance Committee approval; all related person transactions (other than legacy/structural items noted) were approved in accordance with policy –.
Expertise & Qualifications
- Legal/corporate governance expert; decades advising investment banks/multinationals on transactions and board matters .
- Leadership across audit and nominating/governance committees at prior boards; broad nonprofit/academic governance .
- Not designated as the Audit Committee Financial Expert (EVR identifies Wheeler and Williamson as such) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A Shares Beneficially Owned | 38,654 | <1% of Class A; address c/o Evercore |
| Voting Units Beneficially Owned | — | None reported |
| Unvested/Vested RSUs (Director awards) | 639 RSUs vested, deliver 6/18/2025 | Annual grant mechanics; footnote notes vested RSUs delivering on 6/18/2025 |
| Ownership Guideline | ≥3× annual retainer | Retention requirement until met |
| Hedging/Pledging | Prohibited; pledging requires Compensation Committee approval | Applies to directors and executive officers |
Governance Assessment
- Strengths: Independent Lead Director with active oversight; committee leadership in governance; Audit Committee membership bolsters financial oversight; strong Board attendance and executive session practices; equity retainer enhances alignment; anti-hedging/anti-pledging policies .
- Compensation Alignment: Cash retainer plus equity RSUs; clear, simple structure; chair fee modest and appropriate for committee workload; ownership guideline enforces skin-in-the-game .
- Potential Conflicts: Prior service on insurer and maritime company boards; no EVR-related party transactions tied to Harris disclosed; EVR’s policy centralizes RPT approval under her committee, which is a governance-positive control if managed with documented independence .
- RED FLAGS: None disclosed specific to Harris—no pledging/hedging, no related-party transactions, no low attendance, no director-specific tax gross-ups or COI noted. Broader firm items (e.g., excise tax gross-up for an executive, corporate aircraft personal use reimbursed) are monitored by Audit/Compensation Committees but do not implicate Harris individually –.
- Shareholder Signals: Strong say-on-pay support (~93%) and ongoing shareholder engagement point to governance stability; Harris’s lead role suggests accountability to investors is prioritized .