Laureen Seeger
FTI CONSULTINGAbout Laureen Seeger
Laureen E. Seeger (age 63) is an Independent Director at FTI Consulting (FCN) since 2016. She serves as Chief Legal Officer of American Express, and previously was Executive Vice President and General Counsel (2014–2018); prior roles include Executive Vice President, General Counsel and Chief Compliance Officer at McKesson (2006–2014) and General Counsel of McKesson’s Technology Division (starting in 2000). The Board cites her expertise in litigation, regulatory requirements, government affairs, compliance, and risk management, along with leadership experience in complex transactions and law department building.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKesson Corporation | EVP, General Counsel & Chief Compliance Officer | 2006–2014 | Led Law, Public Affairs, Compliance, Corporate Secretary; guided through complex legal/regulatory environments |
| McKesson Technology Division | General Counsel | Joined 2000 | Led through M&A transactions and product evolutions; built Law Department and client service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | Chief Legal Officer | Current | Former EVP & General Counsel (2014–2018) |
| Central Park Conservancy | Trustee | Current | Board service |
| University of Wisconsin Foundation & Alumni Association | Chair of Governance Committee | Current | Governance leadership |
| Association of General Counsel | Executive Committee (member) | Current | Professional leadership |
Board Governance
- Committee assignments: Member, Compensation Committee and Nominating, Corporate Governance & Social Responsibility (NCGSR) Committee; not a chair.
- Independence: Affirmed by the Board under NYSE standards; American Express is a client of FCN, but engagements were ordinary course, terms comparable to other clients, and aggregate fees were below the greater of $1.0M or 2% of American Express’s consolidated revenues for 2022–2024; no direct or indirect pecuniary benefit to Seeger.
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board held 11 meetings; Audit 5, Compensation 6, NCGSR 6.
- Engagement: All directors then serving attended the 2024 annual meeting; independent directors meet in executive session regularly.
- Shareholder voting: Re-elected at 2025 annual meeting (For: 31,997,007; Against: 442,249; Abstain: 29,293; Broker non-votes: 891,909).
Fixed Compensation
| Item (USD) | 2023 | 2024 |
|---|---|---|
| Annual retainer & chair fees (cash) | $0 | $0 |
| Policy elements (program values, annual) | Retainer $50,000; Committee chair fees: Audit $10,000, Compensation $7,500, NCGSR $5,000; Non‑employee Chair fee $200,000 | Retainer $50,000; Committee chair fees: Audit $10,000, Compensation $7,500, NCGSR $5,000; Non‑employee Chair fee $200,000 |
| Director equity award (program value) | $250,000 (restricted stock/RSUs/DRSUs or cash) | $250,000 (restricted stock/RSUs/DRSUs or cash) |
Notes:
- U.S. non-employee directors may elect to defer retainer/fees as Deferred Stock Units (DSUs); DSUs vest on grant; annual equity (restricted stock or RSUs) typically vests on first anniversary; accelerated vesting for certain events (death, disability, specified change-in-control cessation, failure to renominate/elect).
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Stock awards (grant-date fair value, USD) | $299,640 | $299,834 |
| Total director compensation (USD) | $299,640 | $299,834 |
- No performance metrics are tied to director equity grants; awards are time-based with vesting and specified acceleration provisions as noted above.
Other Directorships & Interlocks
- Public company directorships: None disclosed for Seeger.
- Interlocks/potential overlaps: American Express (current employer) is an FCN client; Board determined independence with fees below thresholds and no personal pecuniary benefit.
Expertise & Qualifications
- Board-identified skills: Leadership, financial literacy, services/industry experience, other public company board experience, global perspective, independence.
- Narrative credentials: Extensive legal, regulatory, compliance, and risk management expertise; experience guiding large public companies through complex transactions and governance.
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial shares owned | 8,794 | 8,794 |
| DSUs vested (not counted in beneficial ownership within 60 days) | 4,272 | 5,830 |
| DSUs unvested (not counted in beneficial ownership within 60 days) | 1,329 | 1,145 |
| Ownership as % of shares outstanding | <1% (35,638,643 shares outstanding as of 3/7/2024) | <1% (35,380,246 shares outstanding as of 3/6/2025) |
Alignment policies:
- Director stock ownership guideline: 5x annual retainer; all non‑employee directors were in compliance as of 12/31/2024.
- Hedging/pledging: Insider Trading Policy prohibits hedging, pledging, derivatives, margin purchases, and short sales for directors and officers.
Governance Assessment
- Committee work and independence: Active member of Compensation and NCGSR; independence affirmed despite employer being a client; fees below materiality thresholds; no personal benefit—supports investor confidence.
- Attendance and engagement: Meets attendance expectations; participates in a board with regular executive sessions and structured oversight across risk, cybersecurity, and ESG via committees.
- Compensation alignment: Seeger elected 100% equity-based compensation in 2023–2024 (no cash retainer), indicating alignment with shareholders; program emphasizes equity with vesting discipline; no meeting fees.
- Ownership and policies: Holds FCN shares and DSUs; subject to robust ownership guidelines and prohibitions on hedging/pledging; all directors in compliance—positive alignment signal.
- Say-on-pay and shareholder sentiment: Strong support for executive pay (2024 For: 32,060,471; 2025 For: 32,273,252), indicating broad investor confidence in governance and compensation frameworks.
RED FLAGS and risk indicators:
-
Potential conflict exposure: Employer (American Express) is an FCN client. Mitigants include ordinary-course terms, immaterial fee thresholds, and no personal benefit; Board independence affirmed (not a red flag as currently disclosed).
-
Equity award repricing safeguards: Omnibus plan prohibits option/SAR repricing without shareholder approval—reduces governance risk.
Director Compensation Details (Program)
| Element | Description |
|---|---|
| Annual retainer | $50,000; may be taken in cash or deferred as DSUs (vest on grant). |
| Committee chair fees | Audit $10,000; Compensation $7,500; NCGSR $5,000; payable in cash or DSUs. |
| Annual equity | $250,000 in restricted stock/RSUs/DRSUs or cash; vests at first anniversary (with defined accelerations). |
| Meeting fees | None (no fees for attendance). |
Shareholder Votes (Recent)
| Proposal | 2024 Result (Votes) | 2025 Result (Votes) |
|---|---|---|
| Director election – Laureen E. Seeger | For 32,102,752; Against 169,870; Abstain 17,848; Broker non-votes 1,060,538 | For 31,997,007; Against 442,249; Abstain 29,293; Broker non-votes 891,909 |
| Say‑on‑pay (advisory) | For 32,060,471; Against 203,480; Abstain 26,519; Broker non‑votes 1,060,538 | For 32,273,252; Against 170,587; Abstain 24,710; Broker non‑votes 891,909 |
Notes on Related-Party Transactions and Policies
- Related‑party review: Company discloses related-party transaction policies and review process; independence and thresholds applied.
- Clawback: Company maintains an incentive compensation recoupment policy for executive officers and reserves recoupment rights for awards under the Omnibus Plan.