James S. Putnam
LPL Financial HoldingsAbout James S. Putnam
Independent Chair of the Board at LPL Financial Holdings Inc. (LPLA). Age 70; director since 2005. Former Managing Director of National Sales at LPL Financial (1987–2005) and former CEO of Global Portfolio Advisors (2004–2014). BA, Western Illinois University. Core credentials: deep distribution, advisor recruiting/retention, and operating leadership in wealth management; long institutional memory of LPL’s advisor platform and sales organization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LPL Financial | Managing Director, National Sales | 1987–2005 | Led recruitment, retention, advisor management; drove branch development, marketing, and product sales . |
| Global Portfolio Advisors (GPA) | Chief Executive Officer | 2004–2014 | Ran a global brokerage clearing services provider; GPA was under common ownership with LPL until 2005 . |
| Dean Witter Reynolds | Retail Representative | Began 1979 | Early securities career grounding in brokerage . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current or past 5-year public company directorships disclosed . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board has affirmatively determined Mr. Putnam is independent under Nasdaq rules . |
| Board Leadership | Independent, non-executive Chair since March 2017; coordinates board agendas and leads meetings of independent directors . |
| Committees | Compensation & Human Resources Committee member; not on Audit & Risk or Nominating & Governance . |
| Attendance | Board held 12 meetings in 2024; each director attended ≥75% of board and committee meetings for which they served; all 2024 nominees attended the 2024 annual meeting (one by phone) . |
| Board Practices | Annual director elections; majority voting with resignation policy; proxy access; director retirement at 75 . |
| Risk/Strategy Oversight | Board and Audit & Risk Committee oversee ERM and cybersecurity; Compensation Committee oversees human capital and compensation risk; non-exec Chair coordinates annual board work plan tied to strategy . |
Fixed Compensation (Director)
Policy and Mr. Putnam’s 2024 compensation:
- Director compensation policy: $285,000 annual retainer ($100,000 cash; $185,000 restricted stock); Chair of Board receives $140,000 additional cash retainer; committee retainers: Audit Chair $30,000/Member $15,000; Compensation Chair $25,000/Member $12,500; Nominating Chair $20,000/Member $10,000. Equity vests in full the day before the 2025 annual meeting (May 21, 2025). Directors may elect stock in lieu of cash and may defer retainers; no deferrals elected in 2024 .
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| James S. Putnam | 252,500 | 187,779 | 440,279 |
Notes:
- Mr. Putnam’s cash reflects: $100,000 base cash retainer + $140,000 Chair retainer + $12,500 Compensation Committee member fee = $252,500 .
Performance Compensation (Director)
- Annual equity grant: Restricted Stock with grant-date value $185,000 (valued at $268.64 per share on grant date); 699 shares per non-employee director; vests May 21, 2025 .
- 2024 policy change: Equity portion increased by $30,000 versus prior structure to align with peer median, as recommended by the Compensation Consultant and approved by the Board .
- No stock options/PSUs for directors; equity is time-based restricted stock under the 2021 Plan .
| Grant Type | Shares/Units | Grant-Date FV ($) | Vesting |
|---|---|---|---|
| Restricted Stock (annual) | 699 | 187,779 total (per director) | 100% on May 21, 2025 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Boards | None . |
| Past 5-Year Public Boards | None . |
| Compensation Committee Interlocks | Compensation Committee comprises independent directors; no member was an officer/employee in 2024; Mr. Putnam previously served as an LPL officer prior to 2006. No reciprocal interlocks disclosed with other companies’ boards/committees . |
Expertise & Qualifications
- Deep operating and distribution expertise from 22 years leading LPL’s national sales (advisor recruiting, retention, product distribution) and as CEO of a clearing services provider (GPA) .
- Unique institutional knowledge of LPL’s business, advisor network, and competitive position; long-tenured governance experience as lead director (2016–2017) and independent chair since 2017 .
- Recognized by the Board for business acumen, strategic planning, and advisor-focused insights .
Equity Ownership
- Ownership guidelines: Non-employee directors must hold LPLA stock equal to 5x the cash portion of the annual service retainer (5 × $100,000) within 5 years; all non-employee directors met the guideline as of March 24, 2025 .
- Hedging/pledging prohibited for directors and executives under Insider Trading Policy .
| Holder | Direct/Indirect Shares (#) | Right to Acquire within 60 Days (#) | Total Beneficial (#) | % Outstanding |
|---|---|---|---|---|
| James S. Putnam | 122,180 (incl. 114,161 via Putnam Family Trust) | 13,849 (vested/vesting deferred stock units) | 136,029 | * (<1%) |
Unvested/Vested equity detail (12/31/2024):
- Restricted Stock Awards: 699 (unvested; vests 5/21/2025) .
- Vested Deferred Stock Units: 13,849 .
Shares outstanding at record date: 74,583,118 (for percentage context) .
Governance Assessment
Strengths
- Independent, non-executive Chair with clear separation from CEO; leads independent director sessions and coordinates board agenda, supporting robust oversight .
- Confirmed independent under Nasdaq standards; board fully independent across key committees .
- Strong ownership alignment: significant personal holdings; director ownership guideline met; hedging/pledging prohibited .
- Active board oversight record, including 2024 CEO transition where the Board terminated the prior CEO for cause and enforced significant equity forfeitures; succession executed with permanent CEO appointment in October 2024 .
- Compensation governance: independent consultant (FW Cook); majority voting; proxy access; clawback policies; retirement policy at 75 .
Watch items
- Long tenure (director since 2005) can raise independence-perception considerations despite Nasdaq independence finding; board employs refreshment and retirement policies to mitigate .
- Former LPL officer (pre-2006) serving on Compensation Committee; disclosed and compliant with independence standards, but merits continued monitoring for perceived conflicts in executive pay oversight .
- Concentration of influence as Chair and Compensation Committee member suggests importance of continued rigorous board/committee self-evaluations (which the board conducts annually) .
Overall signal: As independent Chair with meaningful stock ownership and no current external public board commitments, Putnam presents as a governance-stable profile with strong institutional knowledge and active oversight, offset by long tenure and prior officer history that investors may monitor for independence optics .