Edward C. Bernard
LPL Financial HoldingsAbout Edward C. Bernard
Edward C. Bernard, age 69, has served as an independent director of LPL Financial Holdings Inc. since 2020. He holds a B.A. from Brown University and an M.B.A. from New York University, and is recognized for deep wealth management, distribution, and compliance expertise built over three decades at T. Rowe Price, where he was Vice Chair of the Board and chaired all sponsored mutual funds and trusts . He is currently a member of LPL’s Audit & Risk Committee and Compensation Committee, and has been affirmatively determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Group, Inc. | Vice Chair of Board; Director | 2007–Apr 2019 (Vice Chair); 1999–Apr 2019 (Director) | Oversaw marketing, distribution, client service, IT, legal, and communications; chaired all sponsored mutual funds and trusts |
| T. Rowe Price Investment Services (broker/dealer) | President and/or Chair | 1996–2018 | Led distribution; compliance and advisor/client perspectives |
| T. Rowe Price Group, Inc. | Vice President; Management Committee | VP 1989–Dec 2018; Mgmt Committee 2000–Dec 2018 | Senior operating, management, strategic planning experience |
External Roles
| Organization | Role | Status / Tenure | Notes |
|---|---|---|---|
| Financial Accounting Foundation | Chair | Current | Oversight of accounting standard-setting |
| Investment Company Institute | Chair of Board of Governors; Executive Committee Member | Prior service | Industry trade association leadership |
| UTI Asset Management Company (India) | Director | Past 5 years | Public company directorship |
| T. Rowe Price Group, Inc. | Director | Past 5 years (as of 2024 proxy) | Public company directorship within 5-year lookback |
Board Governance
- Committee memberships: Audit & Risk Committee (member), Compensation Committee (member) .
- Audit committee financial expert: Board determined Bernard qualifies under SEC rules .
- Independence: Affirmed by LPL’s Board under Nasdaq standards .
- Attendance: In 2024, each director attended at least 75% of the aggregate of Board and relevant committee meetings; Board met 12 times .
- Years of service on LPL Board: Director since 2020 .
- Board leadership: LPL maintains an independent Chair (James S. Putnam) separate from the CEO, enhancing oversight and executive session leadership .
Fixed Compensation
| Component (FY 2024) | Amount | Detail / Basis | Vesting / Timing |
|---|---|---|---|
| Cash base retainer | $100,000 | Non-employee director cash portion | Paid in cash; directors may elect shares in lieu (no deferrals in 2024) |
| Audit & Risk Committee member fee | $15,000 | Member retainer | Paid quarterly |
| Compensation Committee member fee | $12,500 | Member retainer | Paid quarterly |
| Total cash fees (Bernard actual, FY 2024) | $127,500 | Sum of above as reported | Paid during FY 2024 |
Policy update: For 2025, the annual director service retainer increased to $285,000 (cash $100,000; equity $185,000), reflecting a $30,000 increase to the equity portion to align with peer median .
Performance Compensation
| Equity Award (FY 2024) | Grant-Date Fair Value | Shares / Price | Vesting |
|---|---|---|---|
| Restricted stock (annual retainer equity portion) | $187,779 | 699 shares at $268.64 close on grant date | Vests in full on May 21, 2025 (day prior to 2025 Annual Meeting), subject to continued service |
Notes:
- Structure: Annual director equity is time-based restricted stock aligned to service; no performance metrics (e.g., TSR) are applied to non-employee director equity; directors may defer under the Deferred Plan but no deferrals were elected in 2024 .
- Dividend equivalents: Not applicable to restricted stock; deferred stock units accrue dividend equivalents when elected in applicable years .
Other Directorships & Interlocks
| Company | Role | Period (as disclosed) | Potential interlock / conflict noted by LPL |
|---|---|---|---|
| None (current public boards) | — | Current: None | None disclosed |
| UTI Asset Management Company (India) | Director | Past 5 years | None disclosed |
| T. Rowe Price Group, Inc. | Director | Past 5 years (as of 2024 proxy) | None disclosed |
LPL’s related-party section disclosed ordinary-course transactions with Vanguard and BlackRock (>$120,000 policy threshold), but no director-related transactions were identified, and Bernard is not cited in related party items .
Expertise & Qualifications
- Wealth management expertise and advisor/client distribution insight from senior leadership at T. Rowe Price, including oversight of marketing, distribution, client service, IT, legal, and communications .
- Governance and standard-setting leadership as Chair of the Financial Accounting Foundation; prior leadership at Investment Company Institute .
- Audit committee financial expertise designation by LPL’s Board .
- Education: B.A., Brown University; M.B.A., New York University .
Equity Ownership
| Category (as of Mar 24, 2025) | Shares / Units | Notes |
|---|---|---|
| Shares held directly/indirectly | 41,670 | Includes trust holdings; Bernard disclaims beneficial ownership of certain trust shares |
| Right to acquire (within 60 days) | 8,570 | Vested/vesting deferred stock units |
| Total beneficial ownership | 50,240 | <1% of outstanding shares (74,583,118) |
| Compliance with ownership guidelines | In compliance | Directors must hold ≥5x cash portion of base retainer within 5 years; all non-employee directors in compliance as of Mar 24, 2025 |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits pledging and hedging by directors |
Additional award inventory (as of Dec 31, 2024):
| Instrument | Quantity | Vesting |
|---|---|---|
| Restricted stock (2024 grant) | 699 | Vests May 21, 2025 |
| Unvested DSUs | — | n/a (no 2024 deferral election) |
| Vested DSUs | 8,570 | Issued upon separation or change in control per plan |
Governance Assessment
- Strengths: Independent status; dual committee membership, including Audit & Risk (with formal designation as audit committee financial expert); consistent attendance at/above policy threshold; strong alignment via ownership guidelines and prohibition on hedging/pledging; transparent director pay structure with mix of cash/equity and modest committee fees .
- Alignment & incentives: 2025 peer-aligned equity increase ($30,000) suggests ongoing calibration rather than pay inflation; equity grants are time-based and promote long-term alignment without performance gaming risk .
- Conflicts: Proxy related-party disclosures identify transactions with Vanguard/BlackRock but do not identify director-related transactions; no Bernard-specific related-party items noted .
- Overboarding risk: LPL policy expects ≤4 public boards for non-CEOs; Bernard holds no current public company directorships, indicating low overboarding risk .
Overall, Bernard’s profile reflects a seasoned fund-industry operator with audit literacy and governance leadership, contributing to board effectiveness in risk, accounting, and compensation oversight while maintaining strong independence and ownership alignment .