Sarah M. Ward
About Sarah M. Ward
Sarah M. Ward was appointed to the Board of Directors of General American Investors Company, Inc. on July 31, 2025. She is an experienced attorney and financial services industry leader, a former senior partner at Skadden, Arps, Slate, Meagher & Flom LLP (retired December 2021). She holds an undergraduate degree from Princeton University and a J.D. from Fordham University School of Law. Tenure at GAM began July 31, 2025; age not disclosed in Company materials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Senior Partner | Retired Dec 2021 | Corporate law expertise, governance, complex transactions (role and retirement disclosed; specific committee work not applicable) |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| CI Financial | Director | Current (as of appointment announcement) | Board service disclosed by GAM |
| Corient | Director | Current | Board service disclosed by GAM |
| Loblolly Inc. | Director | Current | Board service disclosed by GAM |
| Settlement Housing Fund | Director | Current | Board service disclosed by GAM |
Board Governance
- Committee assignments for Ms. Ward have not been disclosed in the 2025 proxy; her appointment occurred after the 2025 proxy solicitation dated February 24, 2025.
- Board committees and leadership (context from latest proxies):
- Audit Committee: Chair John D. Gordan, III; members Arthur G. Altschul, Jr., Rodney B. Berens, Clara E. Del Villar, Savannah Sachs, Henry R. Schirmer; met four times in FY 2024 and once post-year-end; the Company states it does not have an audit committee financial expert.
- Compensation Committee: Chair Arthur G. Altschul, Jr.; members Spencer Davidson, Rose P. Lynch; met once in FY 2024.
- Executive Committee: Chair Spencer Davidson; member John D. Gordan, III; did not meet in FY 2024.
- Nominating Committee: Chair Arthur G. Altschul, Jr.; members Rodney B. Berens, Spencer Davidson, Clara E. Del Villar, John D. Gordan, III, Betsy F. Gotbaum, Rose P. Lynch, Savannah Sachs, Henry R. Schirmer; met once in FY 2024 and once post-year-end; committee notes no formal diversity policy in identifying candidates.
- Pension Committee: Chair Spencer Davidson; members Clara E. Del Villar, John D. Gordan, III, Betsy F. Gotbaum, Rose P. Lynch; met once in FY 2024 and once post-year-end.
- Board meetings and attendance: The Board held eight meetings in 2024; each Director attended at least 75% of the aggregate number of Board and committee meetings on which they served (Ward joined after year-end and is not covered by this attendance disclosure).
Fixed Compensation
| Component | 2023 Policy | 2024 Policy | Notes |
|---|---|---|---|
| Annual cash retainer (non-officer Directors) | $15,000 | $30,000 (effective Jan 1, 2024) | Policy increase disclosed in 2024 proxy |
| Meeting fees (Board and Committee) | $1,250 per meeting | $1,250 per meeting | Applies to each Directors’ and Committee meeting attended |
- Aggregate director cash totals in 2024 varied by attendance (examples: $47,500 for several directors; $42,500–$46,250 range for others), consistent with retainer plus meeting fees. Equity or option components are not described for directors in the 2024/2025 proxies.
Performance Compensation
| Metric/Instrument | Disclosed for Directors? | Evidence |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | Director compensation sections enumerate cash retainer and meeting fees only; no stock award details for directors |
| Option awards | Not disclosed | No options disclosed for directors in proxy compensation sections |
| Performance metrics tied to director pay (e.g., TSR, revenue, ESG) | Not disclosed | No performance-linked director pay disclosed; committee reviews relate to officer compensation |
| Clawback provisions for director equity | Not disclosed | No director equity plan provisions disclosed |
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock Considerations |
|---|---|---|
| CI Financial | Director | Asset/wealth management exposure; monitor any GAM business dealings or investment relationships involving CI Financial (not disclosed to date) |
| Corient | Director | Wealth advisory exposure; monitor for business relationships with GAM (not disclosed to date) |
| Loblolly Inc. | Director | Private company board; monitor related-party transactions (none disclosed by GAM) |
| Settlement Housing Fund | Director | Non-profit exposure; typically lower conflict risk (no transactions disclosed by GAM) |
Expertise & Qualifications
- Senior partner background at Skadden provides deep legal, transactional, and governance expertise relevant to audit, risk, and compliance oversight.
- Education: Princeton University (undergraduate) and Fordham University School of Law (J.D.).
- Multi-board experience in financial services (CI Financial, Corient) likely strengthens board acumen in asset/wealth management arenas.
Equity Ownership
- The 2025 proxy’s beneficial ownership tables (as of Dec 31, 2024) pre-date Ms. Ward’s July 2025 appointment and therefore do not include her holdings. GAM provided dollar-range ownership for incumbent directors but Ms. Ward’s holdings will first appear in a subsequent proxy.
Governance Assessment
- Strengths
- Legal and governance credentials from Skadden likely enhance board oversight on compliance and complex corporate matters.
- Financial services board experience (CI Financial, Corient) adds sector-specific insight beneficial to a closed-end investment company.
- Risks and monitoring points
- Audit Committee lacks a designated “financial expert,” a governance gap for investors; Ms. Ward’s expertise may mitigate but the Company explicitly states no audit committee financial expert. Consider engagement for enhancement.
- Director compensation is primarily fixed cash plus per-meeting fees, with no equity alignment disclosed for directors; alignment depends on voluntary share ownership. Ward’s ownership not yet disclosed—monitor 2026 proxy for alignment.
- Nominating Committee does not have a formal diversity policy, which may concern some investors seeking structured board refreshment criteria.
- Potential interlocks: current board roles at CI Financial and Corient warrant routine conflict checks if GAM engages in transactions or invests in related entities; no related-party transactions disclosed in proxies reviewed.
RED FLAGS to watch: absence of an audit committee financial expert designation ; lack of disclosed director equity compensation or ownership guidelines ; absence of formal diversity policy in nominations ; and pending disclosure of Ward’s GAM share ownership and committee assignments (not in 2025 proxy due to appointment timing) .
Implications for investors
- Ward’s legal/regulatory background is a positive signal for board effectiveness, particularly in oversight of compliance and risk.
- Alignment and independence signals will be clearer once 2026 proxy discloses her committee assignment(s), attendance, and share ownership; until then, investors should monitor for any interlocks or related-party exposure given external board roles.