Eli Jones
INSPERITYAbout Eli Jones
Independent director at Insperity since 2020; age 63. Eli Jones is a marketing professor and endowed chair at Mays Business School (Texas A&M) since June 2021; previously Dean of Mays (2015–2021), Dean of Sam M. Walton College (University of Arkansas) from 2012, Dean of LSU’s E.J. Ourso College (2008–2012), and senior roles at University of Houston (1997–2008). He worked in sales/sales management at Quaker Oats, Nabisco, and Frito-Lay; holds BS (Journalism, 1982), MBA (1986), and PhD (1997) from Texas A&M .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas A&M University (Mays Business School) | Professor & Endowed Chair | Jun 2021–present | Former Dean; academic leadership |
| Texas A&M University (Mays Business School) | Dean | Jul 2015–May 2021 | Led school; strategic oversight |
| University of Arkansas (Sam M. Walton College) | Dean; Walton Leadership Chair | From 2012 | College leadership |
| LSU (E.J. Ourso College of Business) | Dean; Ourso Distinguished Professor | 2008–2012 | College leadership |
| University of Houston (C.T. Bauer College) | Professor of Marketing; Associate Dean | 2002–2008 | Executive Director, Program for Excellence in Selling; Founding Director, Sales Excellence Institute (1997–2007) |
| Quaker Oats; Nabisco; Frito-Lay | Sales & Sales Management | Pre-1997 | Fortune 100 sales leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Financial Bankshares, Inc. (Nasdaq: FFIN) | Director | Jan 2022–present | Board service |
| Invesco family of funds | Trustee | 2016–present | Governance Committee member (2016–2021) |
Board Governance
- Class III director; Commonality, Equality, & Cohesion (CEC) Board Liaison; not on standing committees (Compensation, FRMA, or Nominating) per committee summary .
- Independence: Board affirmed independence of all directors except CEO Sarvadi and former executive Rawson (Jones is independent) .
- Attendance: Board met 6 times in 2024; all directors participated in at least 75% of Board/committee meetings; all ten then-current directors attended the annual meeting .
- Re-election support (2025 Annual Meeting): Eli Jones received 32,530,696 For; 760,760 Against; 15,014 Abstain; 2,338,231 broker non-votes .
- Liaison responsibilities: independent oversight of CEC efforts; updates to Board; assists standing committees on CEC-related risks .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Board Annual Cash Retainer | $80,000 | $85,000 |
| Liaison Retainer (CEC) | $35,000 | $35,000 |
| Committee Retainers | Compensation Committee member until July 2023 (pro-rated $10,000) | None listed for Jones |
| Lead Independent Director Retainer (reference) | $35,000 | $42,500 |
| Annual Director Equity Award (unrestricted shares, FMV) | $175,000 | $190,000 |
| Fees Earned or Paid in Cash (Jones) | $227,917 (includes $115,000 one-time CEC award) | $118,750 |
| Stock Awards (Jones) | $178,507 | $188,472 |
| Total Director Compensation (Jones) | $406,424 | $307,222 |
- Note: 2023 includes a one-time special cash award of $115,000 recognizing extraordinary CEC efforts, plus liaison and committee retainers .
Performance Compensation
| Equity Award Type | Grant Date | Shares | Price | Post-Transaction Ownership |
|---|---|---|---|---|
| Annual Director Award (unrestricted common) | 2023-05-22 | 1,574 | $0 | 6,147 (post) |
| Annual Director Award (unrestricted common) | 2024-05-21 | 1,818 | $0 | 7,965 (post) |
| Annual Director Award (unrestricted common) | 2025-05-20 | 2,678 | $0 | 10,643 (post) |
- Director equity is unrestricted common stock; no PSUs/options or performance metrics for directors. Program structure described in Director Compensation section .
Other Directorships & Interlocks
| Entity | Relationship to NSP | Potential Interlock/Conflict |
|---|---|---|
| First Financial Bankshares, Inc. (FFIN) | External public company (bank) | No related-party transactions disclosed with Jones; no customer/supplier conflict indicated |
| Invesco funds | External fund family | Governance committee service ended in 2021; no NSP-related transactions disclosed |
Expertise & Qualifications
- Sales “scientist” with ~50 peer-reviewed publications; deep expertise in sales, marketing strategy, leadership, CRM; valuable to oversight of Insperity’s sales force .
- Senior academic leadership across major business schools; broad business acumen .
- Fortune 100 sales leadership experience; practical go-to-market insight .
- Education: BS Journalism (1982), MBA (1986), PhD (1997) from Texas A&M .
Equity Ownership
| Metric | 2024 Snapshot | 2025 Snapshot |
|---|---|---|
| Shares Beneficially Owned (Jones) | 6,147 (as of Apr 4, 2024) | 7,965 (as of Apr 4, 2025) |
| Ownership % of Outstanding | <1% | <1% |
| Unvested RSUs (Director) | None (directors receive unrestricted shares) | None |
| Hedging/Pledging | Hedging prohibited; pledging prohibited unless not significant; no pledges disclosed for Jones | |
| Stock Ownership Guidelines | Non-employee directors must hold 5x annual cash retainer; company states directors are in compliance or expected to be within the time period |
Insider Trades (Alignment Signals)
| Transaction | Date | Quantity | Price | Direct/Indirect | Post-Ownership |
|---|---|---|---|---|---|
| Open-market purchase | 2025-08-04 | 1,095 | $45.58 | Direct | 12,847 |
| Open-market purchase | 2025-08-04 | 1,109 | $45.25 | Direct | 11,752 |
| Annual director award | 2025-05-20 | 2,678 | $0 | Direct | 10,643 |
| Annual director award | 2024-05-21 | 1,818 | $0 | — | 7,965 |
| Annual director award | 2023-05-22 | 1,574 | $0 | — | 6,147 |
Governance Assessment
- Board effectiveness: Jones brings deep sales and academic leadership expertise; serves as CEC Board Liaison providing oversight of culture and DEI-related risks. However, he is not on audit/compensation/nominating committees, limiting direct involvement in core governance levers .
- Independence & engagement: Board affirms his independence; attendance thresholds met at the board level; strong re-election support (32.5M For vs 0.76M Against) signals investor confidence .
- Ownership alignment: Regular director stock awards and 2025 open-market purchases at ~$45 strengthen alignment; no hedging and no pledged shares disclosed for Jones [insider trade URLs above].
- Potential conflicts/optics:
- One-time $115,000 cash award in 2023 for extraordinary CEC efforts is atypical for directors and may raise questions about pay beyond standard retainers (though disclosed and justified) .
- Co-authorship with CEO of “Making Differences Work” (underpinning CEC efforts) suggests close collaboration; no related-party payments disclosed to Jones, and related-party transactions list excludes Jones .
- Shareholder oversight signals: Say-on-pay support remained strong (2024: 31.53M For; 612,588 Against; 35,420 Abstain; 1.58M broker non-votes; 2025: 32.36M For; 897,174 Against; 46,997 Abstain; 2.34M broker non-votes) .
RED FLAGS
- Atypical director cash award ($115,000 in 2023 for CEC efforts) beyond standard retainers may be viewed as a governance outlier for independent directors .
- Close association with CEO on CEC program and co-authored book may warrant monitoring for perceived independence, though no related-party transactions involving Jones are disclosed .
Mitigants
- Independence affirmed; robust shareholder support in director election; insider open-market buying reinforces alignment; hedging prohibited and no pledges disclosed for Jones .
Say-on-Pay & Shareholder Feedback (Reference)
- 2024 Annual Meeting: Say-on-pay For 31,532,480; Against 612,588; Abstain 35,420; broker non-votes 1,577,754 .
- 2025 Annual Meeting: Say-on-pay For 32,362,299; Against 897,174; Abstain 46,997; broker non-votes 2,338,231 .
Compensation Committee Analysis (Reference)
- Compensation Committee members (2024): Clifford (Chair), Kaufman, Mehl; Jones was not a member in 2024 (served until July 2023) .
- Independent consultant FW Cook; double-trigger equity; clawback policy consistent with NYSE standards; director compensation plan and annual unrestricted stock awards disclosed .
Related Party Transactions (Reference)
- Related-party PEO client fees disclosed for entities related to Clifford, Rawson, and Sarvadi; no transactions involving Jones disclosed .
- Book “Making Differences Work” noted as underpinning CEC; Jones provided oversight/guidance; disclosure does not indicate compensation to Jones .
Director Compensation (Program Overview)
| Component | 2024 Terms |
|---|---|
| Cash Board Retainer | $85,000 |
| Committee Retainers | Compensation $10,000; FRMA $15,000; Nominating $5,000 |
| Chair Fees | Compensation $15,000; FRMA $25,000; Nominating $15,000 |
| Lead Independent Director Retainer | $42,500 |
| CEC Liaison Retainer | $35,000 |
| Annual Equity Award | Unrestricted common stock; FMV $190,000 |