Kellie Zesch Weir
About Kellie Zesch Weir
Kellie Zesch Weir (age 46) has served as an independent director of FGI since 2021. She is a partner and portfolio manager at Brown Advisory, with prior roles at Chilton Trust Company, Birchwood Investments, and Cambridge Associates; she holds a B.S. in Business Administration from UNC Chapel Hill and is a CFA charterholder. Her board tenure began in 2021 and she is designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown Advisory | Partner, Portfolio Manager | 2017–present | ESG expertise referenced in FGI board bio |
| Chilton Trust Company | Senior Vice President; Head of Investment Manager Research | — | Wealth management leadership |
| Birchwood Investments | Vice President | — | Managed alternative assets |
| Cambridge Associates | Analyst/Advisor | — | Advised endowments and families |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Brown Advisory | Partner, Portfolio Manager | Private investment advisory | Current employment; no public company directorships disclosed |
Board Governance
- Independence: The board determined Weir is independent under Nasdaq rules .
- Committee assignments (current):
- Audit Committee: Member
- Compensation Committee: Chair
- Nominating & Corporate Governance Committee: Member
- Board/committee activity and attendance:
- Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Audit Committee met 4 times in 2024 ; Compensation Committee met 3 times; Nominating & Corporate Governance met 3 times .
- Hedging/pledging policy: Directors and employees are prohibited from pledging, shorting, or hedging Company stock; option/derivative transactions are prohibited except approved 10b5-1 plans .
Fixed Compensation
- Director cash compensation policy:
- Annual cash retainer: $40,000
- Committee chairs: +$10,000 (Compensation, Nominating & Corporate Governance); Audit chair: +$15,000
- Committee members (non-chair): +$3,000 per committee .
- 2024 actual cash and equity received:
- Weir: $55,212 in cash fees and $12,000 grant date fair value in performance-based RSUs (total $67,212) .
| Component | 2024 Amount (USD) |
|---|---|
| Cash Fees (retainer + committee roles) | $55,212 |
| Equity Awards (performance-based RSUs, grant-date fair value) | $12,000 |
| Total | $67,212 |
Performance Compensation
- Directors received performance-based RSUs in 2024; grant-date fair value $12,000. Specific performance metrics for director RSUs were not disclosed in the proxy .
| Grant Type | Grant Date | Units (if disclosed) | Fair Value (USD) | Vesting/Performance Detail |
|---|---|---|---|---|
| Performance-based RSUs (Director) | 2024 | — | $12,000 | Performance-based; metric details not disclosed |
Other Directorships & Interlocks
- No other public company board seats or interlocks disclosed for Weir in FGI’s proxy .
Expertise & Qualifications
- Portfolio management and wealth management experience; ESG initiatives and standards expertise; CFA charterholder; B.S. in Business Administration (UNC Chapel Hill) .
Equity Ownership
- Beneficial ownership (as of April 24, 2025):
- Shares: None disclosed as beneficially owned
- Options exercisable within 60 days: 9,695
- Ownership percentage: <1% of shares outstanding .
| Holder | Shares Beneficially Owned | Options Exercisable ≤60 Days | % of Outstanding |
|---|---|---|---|
| Kellie Zesch Weir | — | 9,695 | <1% |
- Company policy prohibits pledging and hedging of Company securities by directors and employees .
Governance Assessment
- Board effectiveness and independence: Weir is one of three independent directors and chairs the Compensation Committee, positioning her to influence pay-for-performance alignment; all directors met ≥75% attendance in 2024, supporting engagement .
- Compensation committee oversight: The Compensation Committee, chaired by Weir, uses an external consultant (HR Enterprises, LLC) to assist with executive compensation decisions; CEO excluded from deliberations on his own pay, consistent with governance best practices .
- Director pay alignment: Cash retainer and modest performance-based equity ($12k) indicate a balanced mix with at-risk components, though absolute equity exposure for Weir is limited (no beneficial shares; small options exercisable), signaling moderate skin-in-the-game .
- Related-party exposure: Significant related-party transactions exist between FGI and Foremost (71.1% controlling shareholder), but no Weir-specific related party transactions or conflicts are disclosed. Audit Committee (with Weir as member) oversees related-party policy and approvals, mitigating risk .
- RED FLAGS:
- Controlling shareholder (Foremost at 71.1%) can constrain minority shareholder influence and independent director leverage; ongoing sourcing/shared services with Foremost require vigilant committee oversight .
- Limited disclosed personal share ownership for Weir (<1%; options only) may reduce direct economic alignment relative to cash compensation .
Compensation Committee Analysis
- Composition: Chaired by Weir; members are independent under Nasdaq standards .
- Consultant: HR Enterprises, LLC engaged for executive compensation input; CEO not present during voting/deliberations on his own compensation .
- Committee cadence: Three meetings in 2024 .
Compliance and Insider Filings
- Section 16(a) compliance: All directors and officers met filing requirements for 2024 .
| Item | 2024 Status |
|---|---|
| Section 16(a) Filings | Compliant; all requirements met |
Summary of Committee Assignments
| Committee | Role |
|---|---|
| Compensation | Chair |
| Audit | Member |
| Nominating & Corporate Governance | Member |
Attendance and Engagement
| Body | 2024 Meetings | Attendance |
|---|---|---|
| Board of Directors | 5 | Each director ≥75% |
| Audit Committee | 4 | — |
| Compensation Committee | 3 | — |
| Nominating & Corporate Governance | 3 | — |
Director Compensation Policy (Structure)
| Element | Amount |
|---|---|
| Annual cash retainer | $40,000 |
| Committee chair fees | $10,000 (Compensation, Nominating & Corporate Governance); $15,000 (Audit) |
| Committee member fees (non-chair) | $3,000 per committee |
| Annual equity grant (2024) | Performance-based RSUs; $12,000 fair value |
Risk Controls
- Prohibitions on pledging/hedging, options and derivatives for directors; allowance for approved 10b5-1 plans only .
- Audit Committee reports independence and financial expert designation (committee chair is Heysse); Weir is a member contributing to oversight of financial reporting and related-party risk .
Notes
- No disclosure of director-specific stock ownership guidelines or compliance status for directors; no say-on-pay results included in the 2025 proxy; no Weir-specific related party transactions disclosed .