John D. Gordan, III
About John D. Gordan, III
Independent director of General American Investors Company, Inc. since 1986; age 79; Harvard University A.B. and Harvard Law School J.D.; retired Senior Counsel (and former Partner) at Morgan Lewis & Bockius LLP focused on civil litigation and insurance, with prior service as Assistant U.S. Attorney (SDNY) . All directors other than the CEO are independent, and the Board regularly holds executive sessions chaired by independent directors . Tenure and legal expertise suggest deep governance familiarity and risk oversight capability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Lewis & Bockius LLP | Senior Counsel (retired June 2011); previously Partner for 16 years | Through June 2011 | Civil litigation focus; insurance industry specialization |
| Beazley USA Services, Inc. | Attorney | 2013–2019 | Legal practice; insurance sector exposure |
| Lord Day & Lord, Barrett Smith | Partner | Prior to Morgan Lewis | Litigation experience |
| U.S. Attorney’s Office, SDNY | Assistant U.S. Attorney | 1971–1976 | Federal prosecutorial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arbitrator (unspecified affiliation) | Arbitrator | 2013–2019 | Arbitration experience alongside legal practice |
| Public company boards | None | — | No public company directorships |
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Chairman; committee met 4x in 2024 (Jan 24, Feb 16, Jul 24, Dec 4) and once post-year (Feb 12, 2025); committee members are NYSE “independent” .
- Executive Committee: Chairman alongside Spencer Davidson; did not meet in 2024 .
- Nominating Committee: Member; met once in 2024 (Jan 24) and once post-year (Feb 12, 2025) .
- Pension Committee: Member; met once in 2024 (Jan 24) and once post-year (Feb 12, 2025) .
- Independence and attendance:
- Independent director status affirmed; all committees are chaired by independent directors .
- Board held eight meetings in 2024; each Director attended at least 75% of Board and committee meetings; all Directors participated in the 2024 annual meeting (Apr 8, 2024) .
- Structure and oversight:
- Board oversight covers investment, administration, valuation, and compliance risks; independent sessions occur regularly .
Fixed Compensation
| Component | Amount | Basis | Year |
|---|---|---|---|
| Annual Retainer (non-officer directors) | $30,000 | Fixed cash retainer | 2024 |
| Meeting Fees | $1,250 per meeting | Board and committee meetings | 2024 |
| Aggregate Compensation (John D. Gordan, III) | $47,500 | Total director fees earned | 2024 |
| Pension/Retirement Benefits (director) | — | Not applicable to directors | 2024 |
Note: In 2024, the Board met 8 times; Audit met 4; Nominating 1; Pension 1; Executive 0 . Fees are paid per meeting attended .
Performance Compensation
| Performance Component | Metrics | Vesting | Amount |
|---|---|---|---|
| None disclosed for directors | — | — | — |
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock Risk |
|---|---|---|
| Public company directorships | None | None disclosed |
Expertise & Qualifications
- Extensive legal expertise in civil litigation and insurance; former Assistant U.S. Attorney (SDNY) .
- Harvard A.B. and Harvard J.D.; long-standing board service since 1986 .
- Chairs Audit Committee and co-chairs Executive Committee; risk oversight experience within Board’s structure .
Equity Ownership
| Title of Class | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 277,276 | 1.18% | Includes 253,507 shares with shared voting/dispositive power; includes 5,085 shares owned by spouse in IRA, disclaimed |
| 5.95% Cumulative Preferred Stock, Series B | 1,000 | 0.01% | — |
| Dollar Range of Equity Securities (Director) | Over $100,000 | — | As of Dec 31, 2024 |
Governance Assessment
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Strengths:
- Independent director with deep legal and insurance sector expertise; chairs Audit Committee and co-chairs Executive Committee, enhancing oversight continuity .
- Material personal ownership (1.18% of common) aligns interests with shareholders; over $100,000 dollar-range disclosed .
- Board and committee processes are formalized; executive sessions held regularly; all directors participated in the 2024 annual meeting .
-
Risks and RED FLAGS:
- Audit Committee has no designated “audit committee financial expert,” which may be viewed as a governance deficiency by some investors despite members’ asserted financial expertise .
- Very long tenure (director since 1986) can raise independence and refreshment concerns among governance-focused investors, even though independence is affirmed by the Board .
- Director compensation appears entirely cash-based (retainer + meeting fees) with no disclosed equity grants to directors, potentially reducing formal pay-for-performance linkage, though personal share ownership provides alignment .
-
Attendance/engagement:
- Board met eight times; each Director met at least the 75% attendance threshold; committee meeting cadence indicates active oversight (Audit 4x; Nominating/Pension 1x each) .