Henry R. Schirmer
About Henry R. Schirmer
Henry R. Schirmer (age 60) is an independent director of General American Investors Company, Inc. (GAM), serving since 2015, and is designated as one of the Company’s two Preferred Stock Directors elected only by holders of Preferred Stock . He is currently Chief Family Ownership Officer at COFRA Holding AG (since 2024) and formerly served as Chief Financial Officer and Executive Board member at Randstad (2018–2023); he holds a master’s in industrial engineering and management from Karlsruhe Institute of Technology (Germany) . Schirmer brings international senior leadership experience across human resources, consumer goods, and industrial sectors, with expertise spanning finance, IT, M&A, supply chain operations, marketing, and sales .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Randstad | Chief Financial Officer; Executive Board Member | 2018–2023 | Global finance leadership; operational oversight |
| Unilever (USA/Europe) | Senior financial management positions | Various (prior years noted) | Finance, IT, M&A, supply chain, marketing, sales |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| COFRA Holding AG | Chief Family Ownership Officer | 2024–Present | Private equity/real estate focus |
| Results for Development Institute | Director | Term expired 2021 | Non-profit; no current public company directorships disclosed |
Board Governance
- Independence: All directors other than the CEO are independent; Audit and Nominating Committee members (including Schirmer) are independent under NYSE standards .
- Designation: Schirmer is a Preferred Stock Director, elected only by holders of Preferred Stock, alongside Arthur G. Altschul, Jr. .
- Committee memberships: Audit Committee (member); Nominating Committee (member) .
- Committee chair roles: None for Schirmer; Audit Chair is John D. Gordan, III; Nominating Chair is Arthur G. Altschul, Jr. .
- Meetings and attendance: Board met eight times in 2024; each Director attended at least 75% of Board and committee meetings on which they served; all Directors participated in the April 8, 2024 annual meeting (in-person or telephonically) .
Board and Committee Activity (FY2024)
| Body | Meetings | Dates | Schirmer Role |
|---|---|---|---|
| Board of Directors | 8 | 2024 (not all dates itemized) | Director; >=75% attendance for all directors |
| Audit Committee | 4 (+1 post-FY) | Jan 24, Feb 16, Jul 24, Dec 4, 2024; Feb 12, 2025 | Member; independent |
| Nominating Committee | 1 (+1 post-FY) | Jan 24, 2024; Feb 12, 2025 | Member; independent |
Notably, the Company states it does not have an “audit committee financial expert” serving on the Audit Committee; the Board determined members have sufficient financial expertise to perform duties . This is a governance consideration for investors.
Fixed Compensation
| Component | FY2024 Amount/Policy | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $30,000 | Applies to non-officer directors |
| Meeting Fee (Board or Committee) | $1,250 per meeting attended | Paid for each meeting attended |
| Schirmer – Aggregate Compensation (2024) | $42,500 | Cash-only; no pension accrual shown |
Performance Compensation
| Element | FY2024 | Details |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | Director compensation described as retainer + meeting fees; no equity grants stated |
| Option awards | None disclosed | No option grants or repricing disclosed |
| Performance metrics (e.g., TSR, EBITDA) | Not applicable | No performance-based director pay disclosed |
| Clawbacks / COI triggers | Not disclosed | No director-specific clawback terms disclosed in proxy |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Interlocks/Conflicts |
|---|---|---|---|
| Results for Development Institute | Non-profit | Director; term expired 2021 | None with GAM disclosed |
| Public company boards | Public | None disclosed for Schirmer | None |
Expertise & Qualifications
- Financial, international and operational expertise from senior roles at Randstad and Unilever across multiple geographies (Germany, UK, Netherlands, Austria, Switzerland, USA) .
- Master’s in industrial engineering and management (Karlsruhe Institute of Technology, Germany) .
- Experience spans finance, IT, M&A, supply chain operations, marketing, and sales .
Equity Ownership
| Metric | FY2023 | FY2024 |
|---|---|---|
| Dollar range of GAM equity beneficially owned | None | None |
- Individual share counts for Schirmer were not itemized in the Security Ownership table excerpts; dollar-range disclosure shows “None” for both 2023 and 2024 .
- No pledging or hedging disclosures specific to Schirmer were found; no director stock ownership guidelines were disclosed in the proxy materials provided .
Governance Assessment
-
Positive signals:
- Independent director with global finance and operational experience; serves on Audit and Nominating Committees; committees are comprised of independent directors .
- Documented committee activity and pre-approval policy for auditor services; routine engagement with the external auditor .
- Board and committee meeting cadence; all directors met at least the 75% attendance threshold; full director participation at 2024 annual meeting .
-
Concerns and potential RED FLAGS:
- No equity ownership: Schirmer reported “None” for the dollar range of GAM equity in 2023 and 2024, which may weaken ownership alignment with common stockholders .
- No audit committee financial expert: The Company states it has no designated “audit committee financial expert” on the Audit Committee, relying instead on general financial expertise; this is a governance quality consideration .
- Cash-only director compensation: The structure (retainer plus per-meeting fees) lacks equity-linked incentives, limiting pay-for-performance alignment at the director level .
-
Potential conflicts/related-party exposure:
- No related-party transactions or director-specific conflicts involving Schirmer were identified in the provided proxy excerpts .
- Schirmer’s role at COFRA Holding AG is external; no GAM transactional ties with COFRA were disclosed in the proxy excerpts reviewed .
Overall, Schirmer adds international CFO-caliber expertise and independent oversight on key committees, but lack of personal equity ownership and the absence of an audit committee financial expert designation are notable governance drawbacks for alignment and investor confidence .