Francesca Cornelli
About Francesca Cornelli
Francesca Cornelli, age 62, has served as an independent director of GCM Grosvenor Inc. since November 2020. She is Dean of Northwestern University’s Kellogg School of Management (since August 1, 2019), Professor of Finance, and holds the Donald P. Jacobs Chair; her research spans corporate governance, private equity, privatization, bankruptcy, IPOs, and innovation policy . She previously spent 1994–2019 at London Business School as Professor of Finance and Deputy Dean .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| London Business School | Professor of Finance; Deputy Dean | 1994–2019 | Academic leadership; governance research |
| Review of Financial Studies | Editor | Not specified | Academic editorial leadership |
| Journal of Finance | Associate Editor | Not specified | Academic editorial leadership |
| Center for Economic and Policy Research | Research Fellow | Not specified | Policy-oriented research |
| American Finance Association | Director; co-creator/board member of AFFECT (women in finance academic advancement) | AFFECT created Jan 2016 | Diversity and advancement initiatives in finance academia |
| Visiting teaching (Wharton, Duke Fuqua, LSE, Indian School of Business, New Economic School) | Visiting faculty | Not specified | Finance instruction across global institutions |
External Roles
| Company/Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ryan Specialty Holdings, Inc. | Independent Director | Since July 2023 | Not disclosed |
| Banca Intesa SanPaolo | Independent Director | 2016–2019 | Not disclosed |
| Telecom Italia | Independent Director | 2014–2018 | Not disclosed |
| Swiss Re International; Swiss Re Holdings | Independent Board Member | 2013–2019 | Not disclosed |
| AFFECT (AFA committee) | Co-creator and Board Member | Since Jan 2016 | Advancement of women academics in finance |
Board Governance
- Independence: The Board determined Dr. Cornelli is independent under Nasdaq rules; she is one of four independent directors (Blanton, Cornelli, Helfand, Scott) .
- Committee assignments: Audit Committee member; the 2025 Audit Committee comprises Blanton, Cornelli, Helfand (Chair), and Scott; she is designated an “audit committee financial expert” . In 2024, Audit Committee members were Blanton, Cornelli, Masters (Chair), and Scott .
- Attendance: In 2024 there were five Board meetings and four Audit Committee meetings; each director attended at least 75% of Board and Committee meetings; Dr. Cornelli attended the 2024 Annual Meeting of Stockholders .
- Lead Independent Director: Samuel C. Scott III currently serves as Lead Independent Director per Corporate Governance Guidelines .
- Controlled company structure: GCMG is a Nasdaq “controlled company” and elects exemptions—no Compensation or Nominating Committee; Board and certain executives set compensation policies. GCM V holds designation rights for all seven directors until the Sunset Date under the Stockholders’ Agreement, concentrating director elections among key holders .
- Audit oversight: The Audit Committee oversees financial reporting, auditor independence, cybersecurity and information security risks, and related party transaction review procedures; pre-approval policies govern auditor services .
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 117,500 | 117,516 | 235,016 | RSUs fully vested at grant; Cornelli elected to defer quarterly cash as RSUs |
- Director fee schedule (policy in effect during 2024): $200,000 annual director fee; Audit Committee chair $50,000; Audit Committee member $35,000; other committee member $15,000; other committee chair +$30,000 .
- Policy change effective April 1, 2025: Annual director fee increases to $250,000; Audit Committee chair $60,000; member $45,000 (chair total audit fees $105,000) .
Performance Compensation
- No performance-based metrics disclosed for non-employee director compensation; director RSUs are fully vested at grant and may be deferred at the director’s election .
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Ryan Specialty Holdings | Insurance distribution | Independent Director | No customer/supplier interlocks disclosed with GCMG |
| Intesa SanPaolo | Banking | Former Independent Director | Historical; no current interlock disclosed |
| Telecom Italia | Telecom | Former Independent Director | Historical; no current interlock disclosed |
| Swiss Re entities | Reinsurance | Former Board Member | Historical; no current interlock disclosed |
Expertise & Qualifications
- Finance and governance expert with decades of academic leadership; specialized in corporate governance, private equity, bankruptcy, IPOs, privatization, and innovation policy .
- Designated Audit Committee Financial Expert, supporting financial oversight and audit literacy on the Board .
- Extensive global board experience across financial services, telecom, and reinsurance sectors .
Equity Ownership
| As-of Date | Class A Shares Beneficially Owned (#) | Ownership % of Voting Shares | RSUs/Deferred Stock Units Outstanding (#) | Notes |
|---|---|---|---|---|
| Dec 31, 2024 | 11,041 RSUs outstanding (deferred) | — | 11,041 | RSUs fully vested at grant; deferred delivery |
| Apr 9, 2025 (Record Date) | 30,709 Class A shares | <1% | 12,441 fully vested RSUs to be delivered later per election | Indicates ongoing equity alignment through deferral elections |
- Pledging/hedging: Insider Trading Compliance and Anti-Hedging policy prohibits hedging and pledging by directors; the Code of Ethics and Insider Trading policies are posted; no pledging by directors disclosed beyond specified notes .
Governance Assessment
- Strengths:
- Independent director with deep finance and governance expertise; designated audit financial expert enhances oversight quality .
- Audit Committee membership and >75% attendance support engagement and board effectiveness; attendance at 2024 Annual Meeting noted .
- Equity alignment via RSU deferrals; personal Class A holdings and deferred RSUs indicate skin-in-the-game, albeit small relative to total shares outstanding .
- Risks/RED FLAGS:
- Controlled company exemptions (no Compensation or Nominating Committee) reduce independent oversight; director elections are designated by GCM V under the Stockholders’ Agreement until the Sunset Date, concentrating governance control—potentially limiting minority shareholder influence .
- Management (CEO and President) participation in compensation deliberations (in absence of a compensation committee) is shareholder-unfriendly relative to best-practice independent pay oversight .
- Investor confidence signals:
- Audit Committee pre-approval and independence assertions are positive; committee responsibilities explicitly include cybersecurity and related risk oversight .
- Prior say-on-pay (advisory) vote garnered 91% approval in 2024, suggesting general shareholder support for pay practices at that time (while the next say-on-pay is scheduled for 2027) .