Jacques J. Busquet
About Jacques J. Busquet
Independent director since January 2016; age 76 as of April 15, 2025. Former Chief Risk Officer and Managing Director at Natixis North America LLC and Executive Vice President at Canyon/Crédit Lyonnais Americas overseeing Risks, Compliance, Legal, Regulatory Affairs and Asset Recovery. Holds MBAs in Finance from The Wharton School (University of Pennsylvania) and HEC Paris. Determined independent under NYSE standards; serves as Audit Committee financial expert and brings deep financial services, risk management, and compliance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natixis North America LLC | Chief Risk Officer & Managing Director; Executive Committee member | Apr 2008 – Feb 2015 | Led enterprise risk; enhances board risk oversight capability |
| Canyon Americas (formerly Crédit Lyonnais Americas) | EVP; Executive Committee member | Prior to 2008 | Oversaw Risks, Compliance, Legal, Regulatory, Asset Recovery |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mizuho Securities USA | Director | Since 2021 | US broker-dealer of Mizuho Financial Group |
| Mizuho Bank USA | Director | Since 2021 | FDIC-regulated bank; wholly owned by Mizuho Financial Group |
| Mizuho Americas LLC | Director | Since Jul 2016 | US bank holding company for Mizuho |
| Prolitec Inc. (private) | Director | Since 2005 | Commercial air scenting company |
| Old Westbury Gardens (non-profit) | Trustee; Finance Committee member | Since Sep 2023 | Finance Committee |
| Institute of International Bankers | Trustee (prior) | — | Financial services policy exposure |
| African Wildlife Foundation | Trustee; Audit Committee Chair (prior) | — | Audit oversight experience |
Board Governance
| Item | Details |
|---|---|
| Independence | Affirmatively determined independent (NYSE standards) |
| Years of Service | Director since 2016 |
| Committee Assignments | Audit Committee (member); Compensation & Human Capital Committee (Chair); Risk & Compliance Committee (member); Executive Committee (member) |
| Committee “Financial Expert” | Audit Committee members (including Busquet) qualify as SEC “audit committee financial experts” |
| Attendance | Board held 10 meetings in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; seven directors attended 2024 annual meeting |
| Executive Sessions | Non-management directors met in executive session at 4 meetings in 2024; committees also met in executive session |
| Lead Independent Director | Kevin Stein (not Busquet) |
| Related-Party Oversight | Risk & Compliance Committee reviews and approves related party transactions per policy |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned in Cash (FY2024) | $120,000 | Total cash fees paid to Busquet |
| Annual Cash Retainer | $72,000 | Standard non-management director retainer |
| Compensation Committee Chair | +$20,000 | Chair premium |
| Audit Committee Member | +$12,500 | Member fee (non-chair) |
| Risk & Compliance Committee Member | +$12,500 | Member fee (non-chair) |
| Meeting Fees | $1,000 per meeting beyond 8 per year | For Board/committee meetings above threshold |
The $120,000 cash total reflects the retainer plus committee chair/member fees; any residual difference is consistent with permitted meeting fees for meetings in excess of eight per year .
Performance Compensation (Director)
| Equity Award | Grant Date | Instrument | Shares/Units | Fair Value | Vesting | Conditions |
|---|---|---|---|---|---|---|
| Annual RSU grant (2024–2025 term) | May 28, 2024 | RSUs | 4,792 units | $120,000 | 1-year cliff (May 28, 2025) | Requires ≥75% attendance across Board/committees; pro rata vesting if below 75% |
Deferral Plan available to directors to defer equity delivery; RSUs are non-transferable, no voting prior to issuance .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Mizuho Securities USA; Mizuho Bank USA; Mizuho Americas LLC (Mizuho group entities) |
| Potential interlocks/conflicts | No Item 404 related party transactions disclosed involving Busquet; Compensation Committee disclosed no relationships requiring Item 404 for members . Risk & Compliance Committee monitors and approves related-party transactions under Company policy . |
| Significant shareholders with board observers | Oaktree has two non-voting board observers; rights contingent on ownership thresholds . |
Expertise & Qualifications
- Financial services, risk management, compliance; qualifies as audit committee financial expert .
- MBA finance credentials (Wharton and HEC Paris) .
- Deep governance experience across regulated institutions; valuable for enterprise risk oversight .
Equity Ownership
| Metric | Figure |
|---|---|
| Total shares/units (vested + unvested) as of 3/31/2025 | 45,010 |
| Composition | Includes 4,792 unvested RSUs; 1,000 shares held jointly with spouse |
| Value at $32.32 (3/31/2025 close) | $1,454,723 |
| Value at illustrative fully diluted book value ($50.19) | $2,259,052 |
| Beneficial ownership % of class | <1% |
| Pledging/Hedging | Company prohibits pledging, short sales, hedging, options on company stock; policy applies to directors |
| Ownership guideline | Directors expected to own ≥5× base annual cash retainer within 5 years; guideline equals ~$360,000 based on $72,000 retainer; Busquet’s holdings materially exceed guideline at current value |
| Section 16 pledging disclosure | No shares pledged by directors/executives |
Director Compensation Structure Analysis
- Cash vs equity mix: Annual cash retainer/committee fees maintained at reduced levels per 2022 cost-cutting; equity RSUs fixed at $120,000 annually, vesting tied to attendance—aligns pay with engagement and shareholder value creation .
- Governance safeguards: No option repricing; no tax gross-ups; clawback policy adopted; anti-hedging/pledging; double-trigger change-of-control on LTIP awards .
- Say-on-Pay outcomes: 86.5% approval in 2024 advisory vote—supportive of Compensation Committee’s program design; Busquet chaired Compensation Committee .
Potential Conflicts or Related-Party Exposure
- Related-party transaction approval: Risk & Compliance Committee (of which Busquet is a member) reviews and approves related party transactions under the Company’s policy .
- Compensation Committee interlocks: None; no Item 404 relationships; members were not Company officers .
- External roles: Service on Mizuho group boards could present theoretical interlocks if business dealings existed; no related-party transactions disclosed involving Busquet’s affiliations .
Insider Trades (Form 4)
| Period Searched | Person | Result |
|---|---|---|
| Jan 1, 2024 – Nov 20, 2025 | Jacques J. Busquet | No insider Form 4 transactions found using the Insider Trades skill (Form 4 database query). |
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; chairs Compensation Committee; strong attendance; robust equity alignment exceeding ownership guidelines; anti-hedging/pledging; clawback policy; no disclosed related-party conflicts; Say-on-Pay support at 86.5% .
- Watch items: Presence of Oaktree board observers (non-voting) warrants continued monitoring of independence dynamics at the board level; external Mizuho directorships require ongoing oversight via related-party policy and Risk & Compliance review, though none are disclosed presently .
Overall signal: Busquet’s profile and committee leadership indicate strong governance orientation with meaningful skin-in-the-game and robust independence controls—supportive of investor confidence absent any disclosed conflicts .