Leslie F. Seidman
JANUS HENDERSON GROUPAbout Leslie F. Seidman
Independent non‑executive director of Janus Henderson Group plc (JHG), age 62, serving since 2023; Chair of the Audit Committee and member of the Governance & Nominations Committee . Former Chair and Board member of the Financial Accounting Standards Board (FASB), with deep technical credentials in financial reporting and audit; education includes BA (Colgate), MS Accounting (NYU Stern), CPA, plus certifications in cybersecurity and ESG oversight . As of March 10, 2025, she beneficially owned 4,068 JHG shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Accounting Standards Board (FASB) | Member; Chair | Member: 2003–2010; Chair: 2010–2013 | Led standard setting; specialized oversight of GAAP reporting and disclosures |
| Financial Industry Regulatory Authority (FINRA) | Public Governor | 2014–2019 | Worked closely with SEC, Fed, and global regulators; regulatory policy expertise |
| J.P. Morgan (now JPMorgan Chase) | VP Accounting Policy; Senior Financial Accountant/AVP | 1987–1996 | Corporate accounting policy leadership |
| Arthur Young (now EY) | Auditor | 1984–1987 | Public audit experience |
| Financial reporting consulting firm | Founder & Managing Member | 1999–2003 | Advised global financial institutions, law firms, and accounting firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Moody’s Corporation (NYSE: MCO) | Director | Current | Current public company board service |
| General Electric Company (NYSE: GE) | Director | 2018 – May 2023 | Former public company board service |
Board Governance
| Attribute | Detail |
|---|---|
| Committee assignments | Audit (Chair); Governance & Nominations (member) |
| Audit Committee load & attendance | 6 meetings in 2024; 100% attendance; all members independent; multiple “audit committee financial experts” including Seidman |
| Governance & Nominations load & attendance | 4 meetings in 2024; 100% attendance; all members independent |
| Board meetings & attendance | 6 Board meetings in 2024; overall director attendance 100%; all 11 directors attended the 2024 AGM |
| Independence | Board determined all directors except CEO are independent under NYSE rules; all committee members are independent |
| Board leadership | Independent Chair; executive sessions of independent directors at each regular Board/committee meeting |
- Policy on outside commitments: directors capped at 3 other public boards; Audit Committee members capped at serving on no more than 2 other public company audit committees; Board assessed compliance and found all directors compliant .
- Audit oversight scope includes financial reporting integrity, internal controls, auditor independence (PwC), internal audit, related‑party transactions, and climate/CSR disclosures controls .
Fixed Compensation
| Component | Structure | 2024 Program Amounts |
|---|---|---|
| Board member annual retainer | Cash + Stock | Cash $100,000; Stock $150,000; Total $250,000 |
| Committee Chair fees | Audit; Other | Audit Chair $40,000; Other Committee Chair $20,000 (cash) |
| Committee membership fee | Per committee | $15,000 cash per committee |
| Chair of the Board | Cash + Stock | Cash $250,000; Stock $285,000; Total $535,000 |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Leslie F. Seidman (2024) | 170,000 | 150,008 | 320,008 |
- Stock award mechanics: Directors receive annual stock awards; 2024 grants used fair market value on May 3, 2024 of $32.76; RSUs carried a one‑year vesting schedule; as of Dec 31, 2024 Seidman held 4,579 outstanding RSUs .
Performance Compensation
| Element | Applicability to Directors |
|---|---|
| Performance‑based equity (PSUs) | Not used for non‑executive directors; director stock awards are retainer‑based with one‑year RSU vesting; directors who met ownership guidelines may elect cash for stock awards |
No director‑specific performance metrics (e.g., TSR, revenue) are tied to director compensation; meeting fees are encompassed within committee fees as shown above .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Moody’s Corporation (MCO) |
| Prior public boards | General Electric Company (GE), 2018 – May 2023 |
| Overboarding policy status | Board confirms compliance for all directors with outside board and audit committee limits |
| Related‑party transactions | Audit Committee pre‑approves and reviews related‑party transactions; none disclosed for Seidman requiring Item 404(a) disclosure; broader related‑party discussion primarily references Trian‑affiliated directors (not Seidman) |
Expertise & Qualifications
- Financial & Audit: 30+ years across accounting/audit; former FASB Chair; qualifies as “audit committee financial expert” under SEC rules .
- Public company governance: Advises on M&A, restructurings, reporting, ERM; chaired audit committees at complex global companies .
- Legal & Regulatory: Experience via FASB, FINRA governance, and regulatory policy work with SEC/Fed and global regulators .
- Technical credentials: CPA; cybersecurity and ESG oversight certifications .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 4,068 shares as of March 10, 2025 |
| Outstanding RSUs (as of Dec 31, 2024) | 4,579 RSUs |
| Director stock ownership guideline | Minimum $400,000 within five years of joining; directors cannot sell until guideline met |
| Compliance status | As of Dec 31, 2024, four recent appointees (including Seidman) had not yet met the guideline and remain within the five‑year compliance window |
| Hedging/pledging | Prohibited for directors under Share Trading Policy (short selling, hedging, pledging barred) |
Governance Assessment
- Board effectiveness: As Audit Chair and SEC‑defined financial expert, Seidman strengthens financial reporting integrity, internal controls, and auditor oversight; Audit Committee held 6 meetings in 2024 with 100% attendance . Independent Board structure and executive sessions further support robust oversight .
- Independence & engagement: Board determined independent status for all non‑executive directors; overall Board attendance was 100% across 6 meetings; all directors attended the 2024 AGM .
- Alignment & incentives: Director compensation is balanced between fixed cash and equity with ownership guidelines; Seidman’s 2024 mix was $170,000 cash/$150,008 stock; guideline of $400,000 within five years promotes alignment; she is within the compliance window given 2023 appointment .
- Conflicts and related‑party exposure: No Item 404 related‑party transactions disclosed for Seidman; Audit Committee oversees RPTs; broader RPT narrative centers on Trian‑affiliated directors and not Seidman . Share Trading Policy mitigates alignment risks (no hedging/pledging) .
- Shareholder confidence signals: JHG’s 2024 say‑on‑pay support was 98.7%, and compensation program governance enhancements received broad investor support—indicative of overall governance credibility under the current Board committees’ oversight framework .