Robert S. Hatfield III
LPL Financial HoldingsAbout Robert S. Hatfield III
Robert S. Hatfield III serves as Corporate Secretary of LPL Financial Holdings Inc. and is the signatory on multiple SEC filings in that capacity (e.g., 8‑K on August 1, 2025; 8‑K on July 3, 2025) . LPL’s Corporate Secretary role transitioned from Althea Brown (who resigned effective June 30, 2025) to Mr. Hatfield by early July 2025 per filing signatures . Company performance over 2023–2024 provides the context within which his corporate governance and disclosure responsibilities operate: assets rose to $1.7T, Adjusted EBITDA was $2.2B, and TSR appreciated 43% in 2024; capital returned to shareholders totaled $260M in 2024 (vs. $1.2B in 2023) .
Company performance (FY 2023 → FY 2024):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Advisory & Brokerage Assets | $1.4T | $1.7T |
| Gross Profit | $4.0B | $4.5B |
| Adjusted EBITDA | $2.2B | $2.2B |
| Share Price Appreciation (YoY) | +6% | +43% |
| Capital Returned (dividends + buybacks) | $1.2B | $260M |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in reviewed filings | — | — | — |
(As of the FY 2024 10‑K executive officer listing, Mr. Hatfield was not included among executive officers; role as Corporate Secretary is evidenced by 8‑K signatures beginning July–Aug 2025) .
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in reviewed filings | — | — | — |
Fixed Compensation
Not disclosed for Mr. Hatfield. LPL’s executive compensation structure emphasizes variable pay and does not use individual employment agreements; core elements are base salary, annual cash bonus, long‑term equity incentives (LTI), and severance/change‑in‑control benefits .
Performance Compensation
Not individually disclosed for Mr. Hatfield. Company‑wide annual bonus pool for 2024 was based 40% on financial goals (Incentive EBITDA and relative TSR), 40% on business goals, and 20% committee discretion; the Compensation Committee funded the pool at ~$126M (5.5% of Incentive EBITDA) and did not use discretionary adjustments .
2024 bonus pool framework (Company metrics):
| Component | Baseline Weight | Target(s) | Actual Outcome | Payout |
|---|---|---|---|---|
| Incentive EBITDA | 30% | $2,340M | $2,305M (99% of target) | 96% |
| Relative TSR | 10% | 50th percentile | 44th percentile | 88% |
| Financial Performance Total | 40% | — | 38% funded | — |
| Horizontal Expansion Goal | 15% | Program milestones | Rated “Exceeds” | 150% scale |
| Vertical Integration Goal | 15% | Experience/attrition targets | Rated “Meets/Partially Meets” | 75–100% scale |
| Enablers Goal | 10% | Engagement/technology | Rated “Meets” | 100% |
| Business Goals Total | 40% | — | 46% funded | — |
| Committee Discretion | 20% | ±20% | No adjustment | — |
| Total Bonus Pool | — | — | ~$126M; 5.5% of Incentive EBITDA | — |
Long‑term incentives (company program design):
- PSUs: 3‑year relative TSR against Capital Markets comparator group; 25th percentile threshold (50% of target), 50th (100%), 80th (200%); negative absolute TSR caps payout at 100% .
- RSUs: time‑based, vest in three equal annual installments .
Equity Ownership & Alignment
- Executive stock ownership guidelines: CEO at 6× base salary; Managing Director level and above at 3× base salary; five years to comply; unvested RSUs count, options/PSUs do not .
- Anti‑hedging/anti‑pledging: prohibits hedging, short sales, holding in margin accounts, or pledging company stock; mandatory pre‑clearance and blackout windows apply to directors and Section 16 officers .
- Clawback: Dodd‑Frank aligned policy for restatements (covers stock price and TSR metrics), plus supplemental clawback for willful misconduct; three‑year lookback .
Ownership/pledging status: No Section 16 beneficial ownership holdings for Mr. Hatfield are disclosed in the documents reviewed; Emily Field’s Form 3 and related POA designate Robert S. Hatfield III as attorney‑in‑fact for Section 16 filings, evidencing his role in governance/compliance, not his personal holdings .
Employment Terms
Executive Severance Plan (participants who incur a qualifying termination):
| Provision | Terms |
|---|---|
| Base Salary Continuation | 1 year |
| Annual Bonus | Amount equal to most recent annual bonus paid/payable |
| COBRA Subsidy | 1 year |
| Equity | Possible accelerated vesting as disclosed under “Potential Payments upon Termination or Change‑in‑Control” in the proxy |
Change‑in‑control provisions: Not specifically detailed in the reviewed filings for Mr. Hatfield; general LTI award agreements include vesting mechanics under certain separation/retirement scenarios and treatment upon change‑in‑control per plan terms .
Investment Implications
- Alignment: Strict ownership, clawback, and anti‑hedging/pledging policies reduce misalignment risk and discourage leverage/hedging; pre‑clearance and blackout windows limit opportunistic trading by executives (including Section 16 officers) .
- Retention/continuity: The severance framework (1‑year salary, prior bonus, COBRA subsidy) provides moderate retention/transition support without excessive guarantees, and LTI uses multi‑year TSR PSUs for pay‑for‑performance .
- Selling pressure signals: No disclosed personal holdings or Form 4 activity for Mr. Hatfield in the reviewed period; anti‑pledging and blackout policies further mitigate forced or opportunistic selling risk .
- Execution risk context: 2024 delivery (assets +29% YoY to $1.7T, Adjusted EBITDA +7% YoY to $2.2B, TSR +43%) indicates a constructive backdrop for governance/controls; relative TSR underperformance (44th percentile) tempers PSU payouts and reflects industry headwinds in cash programs .
Appendix — Role Timeline Evidence
| Date | Filing | Corporate Secretary Signatory |
|---|---|---|
| Mar 6, 2025 | 8‑K | Althea Brown (Secretary) |
| Jun 3, 2025 | 8‑K (Resignation) | Althea Brown resigns effective Jun 30, 2025 |
| Jul 3, 2025 | 8‑K | Signed by Robert S. Hatfield III, Secretary |
| Aug 1, 2025 | 8‑K | Signed by Robert S. Hatfield III, Secretary |
Section 16 POA designates Robert S. Hatfield III as attorney‑in‑fact for executive filings, reinforcing his governance role .
Citations: All information above is sourced from LPL’s 2025 DEF 14A, FY 2024 10‑K, and 8‑Ks as cited inline.