H. Paulett Eberhart
LPL Financial HoldingsAbout H. Paulett Eberhart
Independent director of LPL Financial Holdings Inc. since 2014; age 71. Chair of the Audit and Risk Committee and member of the Compensation Committee. Certified Public Accountant with a B.S. from Bowling Green State University; extensive leadership roles in technology and outsourcing companies (CDI Corp., Invensys, EDS) and currently chair/CEO of HMS Ventures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDI Corp. | President & CEO | 2011–2014 | Led engineering and IT outsourcing; then-public company executive experience |
| Invensys Process Systems | President & CEO | 2007–2009 | Process automation leadership, operational execution |
| Electronic Data Systems (EDS) | Various roles incl. SVP; President, Americas; President, Solutions Consulting | 1978–2004 | Senior financial/operating roles; deep tech and services expertise |
| HMS Ventures | Chair & CEO | 2009–2011; currently | Technology services; real estate management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Valero Corporation | Director | Current | Public company board service |
| Fluor Corporation | Director | Current | Public company board service |
| KORE Wireless | Director | Current | Public company board service |
| Vine Energy | Director | Past 5 years | Prior board service |
| Anadarko Petroleum | Lead Director; Chair, Governance & Risk Committee | Prior | Risk oversight experience |
Board Governance
- Committees: Audit and Risk Committee (Chair); Compensation Committee (Member) .
- Independence: Board determined Ms. Eberhart is independent under Nasdaq rules and Rule 10A-3; Audit and Risk Committee entirely independent; Eberhart designated audit committee financial expert .
- Attendance and engagement: Board held 12 meetings in 2024; each director attended at least 75% of Board and committee meetings; all 2024 annual meeting nominees attended (one by teleconference) .
- Committee meeting cadence: Audit and Risk Committee met 8 times; Nominating and Governance met 4 times; Compensation Committee met 7 times .
- Board leadership: Non-executive independent Chair (James S. Putnam); independent director sessions led by Chair; annual evaluations and refreshment framework in place .
- Overboarding policy: Non-CEO directors expected to serve on ≤4 public boards including LPL; Eberhart currently serves on LPL plus three public boards, within policy .
Fixed Compensation
| Component | 2024 Amount | Basis/Term |
|---|---|---|
| Annual cash retainer | $100,000 | Paid in cash (or shares at election); part of $285,000 total retainer |
| Committee chair fee (Audit & Risk) | $30,000 | Cash, quarterly installments |
| Committee member fee (Compensation) | $12,500 | Cash, quarterly installments |
| Total cash fees received (reported) | $142,500 | 2024 fiscal year total |
| Director equity retainer (restricted stock) | $185,000 grant-date value | Annual grant; director-wide policy |
Notes:
- Director compensation policy: $285,000 annual service retainer split $100,000 cash and $185,000 restricted stock; committee retainers per above; Board Chair adds $140,000 cash retainer .
- Equity portion increased by $30,000 in 2024 for peer alignment .
Performance Compensation
| Equity Grant | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| 2024 Director award (restricted stock) | 699 | $187,779 | Vests in full May 21, 2025, subject to service |
Notes: Director equity awards are time-based restricted stock; no performance metrics are applied to director grants. Dividend rights accrue on restricted stock consistent with common shares outstanding .
Other Directorships & Interlocks
- Current public boards: Valero, Fluor, KORE Wireless; prior board Vine Energy; prior lead director and risk oversight roles at Anadarko Petroleum .
- Compensation Committee interlocks: Company discloses no interlocks or insider participation affecting compensation decisions; Putnam’s prior LPL role noted; Eberhart’s participation is independent .
Expertise & Qualifications
- CPA; financial literacy; designated audit committee financial expert .
- Senior leadership across technology, data, and finance; deep operational and accounting experience from EDS; CEO roles at CDI and Invensys .
- Risk oversight and governance experience (Anadarko governance/risk chair) .
Equity Ownership
| Item | Quantity/Value |
|---|---|
| Beneficial ownership (total shares) | 16,420 shares (8,295 directly/indirectly; 8,125 right to acquire via vested deferred stock units) |
| Shares outstanding (record date) | 74,583,118 |
| Ownership % of outstanding | ~0.022% (16,420 / 74,583,118) |
| Unvested restricted stock (as of 12/31/2024) | 699 |
| Deferred stock units (vested) | 8,125 |
| Ownership guideline (directors) | 5x cash portion of annual retainer (within 5 years) |
| Compliance status | All non-employee directors met guideline as of March 24, 2025 |
| Hedging/pledging policy | Prohibited for directors and executives |
Insider Trades
| Filing Date | Form | Link |
|---|---|---|
| 2025-06-16 (period 2025-06-12) | Form 4 | https://www.sec.gov/Archives/edgar/data/1397911/000139791125000099/0001397911-25-000099-index.htm |
| 2025-05-28 | Form 4 | https://investor.lpl.com/static-files/9edf9fd0-dbe8-40e2-b1c2-e5de9f48c018 |
| 2025-05-02 | Form 4 | http://pdf.secdatabase.com/2514/0001415889-25-011829.pdf |
| 2024-12-04 | Form 4 | https://investor.lpl.com/static-files/46e712cc-9c20-4fb3-9f2f-9024a0d15180 |
| 2024-05-14 | Form 4 | https://investor.lpl.com/static-files/79bf3e9e-c600-4e7f-bc97-97866d4de202 |
| 2023-04-26 | Form 4 | https://investor.lpl.com/static-files/39092ed8-b701-4b40-be2b-a5bcf466a923 |
Note: Specific share counts and transaction types are available within the linked filings.
Governance Assessment
- Strengths:
- Independent director; Audit and Risk Committee Chair; designated financial expert; active oversight of financial reporting, ERM, cybersecurity, and Deloitte’s independence .
- High engagement: Board and committee attendance above required thresholds; robust cadence (Audit 8x; Comp 7x; Nom/Gov 4x) .
- Alignment: Director ownership guidelines met; equity grants; anti-hedging/pledging policy; strong say‑on‑pay support (~97% in 2024), signaling investor confidence in compensation governance .
- Compensation governance: Independent consultant (FW Cook); clawback policies; majority independent Board with non-executive Chair .
- Watch items:
- Board load is at LPL’s threshold (four public boards including LPL); continued monitoring advisable to ensure capacity during peak risk oversight cycles .
- No director-specific related party transactions disclosed; Audit and Risk Committee policy and reviews in place; routine business with large shareholders (BlackRock, Vanguard) overseen per policy .
Director Compensation Summary (FY2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| H. Paulett Eberhart | 142,500 | 187,779 | 330,279 |
Policy components for non-employee directors: $285,000 annual retainer (cash $100,000; equity $185,000); Audit Chair $30,000; Compensation Member $12,500; equity vests ahead of annual meeting .
Board/Committee Structure Snapshot
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit & Risk | Chair (Eberhart) | 8 |
| Compensation | Member (Eberhart) | 7 |
| Nominating & Governance | Not a member | 4 |
| Board of Directors | Director | 12 |
Related-Party Transactions & Policies
- Review/approval/ratification: Audit and Risk Committee oversees transactions >$120,000 involving related persons; directors recuse from deliberations; policy ensures arm’s-length terms .
- 2024 transactions: Revenue of ~$24.7 million from BlackRock and ~$0.1 million from Vanguard under ordinary-course agreements; no director-specific related-party transactions disclosed .
Say-On-Pay & Shareholder Feedback
- 2024 advisory vote: Approximately 97% approval of NEO compensation program .
- Investor engagement and Board evaluation processes documented; annual board and committee assessments conducted .
Compensation Peer Group (context for director pay benchmarking)
- Director compensation reviewed annually against peer practices with independent consultant; 2024 increase in equity portion recommended to align closer to peer median .