Suzanne E. Spaulding
About Suzanne E. Spaulding
Independent director at Oppenheimer Holdings Inc. (OPY), age 68, joined the Board effective March 1, 2024; education includes BA and J.D. from the University of Virginia; core credentials span cybersecurity, governance, risk management, and strategic planning. She serves on the Audit, Compliance, and Nominating & Corporate Governance Committees and was determined by the Board to be independent under NYSE rules. Attendance in 2024 (for the period served): Board 5/5, Audit 3/3, Compliance 3/3, Nominating & Corporate Governance 1/1; overall 100%.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security | Under Secretary for cybersecurity and critical infrastructure protection | 2013–2017 | Led development and implementation of national policies; initiated legislative effort creating CISA; collaborated with financial CEOs to establish FSARC; strengthened cyber insurance market; addressed aviation system vulnerabilities; updated National Infrastructure Protection Plan. |
| U.S. Department of Homeland Security | Senior leadership (policy development) | 2011–2017 | CEO-level coordinating councils; national resilience and security against cyber/physical risks. |
| CIA | Legal Adviser to Director of Central Intelligence’s Nonproliferation Center | 1989–1995 | Legal counsel on nonproliferation; national security legal expertise. |
| U.S. Senate Select Committee on Intelligence | General Counsel | 1995–1998 | Oversight support; intelligence community legal governance. |
| U.S. House Permanent Select Committee on Intelligence | Minority Staff Director | 2003–2004 | Oversight leadership; intelligence policy and governance. |
| Harbor Group; Bingham Consulting Group; Bingham McCutchen, LP | Managing Partner; Principal; Of Counsel | 2005–2011 | Advisory on complex security risks; legal and consulting roles. |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Center for Strategic and International Studies (CSIS) | Senior Adviser | Think tank | Serving since 2018. |
| Hidden Level, Inc. | Director | Private company | Board member. |
| Texas Reliability Entity, Inc. (TexasRE) | Director | Reliability organization | Board member. |
| Girl Security | Director | Non-profit | Board member. |
| Chubb Limited | Chair, Cyber Advisory Board | Advisory | Chairs cyber advisory body. |
| CISA (DHS); Fortinet, Inc.; Nozomi Networks Inc.; American University Tech, Law & Security Program; Foundation for Defense of Democracies (Center on Cyber & Tech Innovation) | Advisor | Government/Corporate/Academic | Multiple advisory roles across cybersecurity ecosystem. |
| NACD Blue Ribbon Commission | Member (Adaptive Governance) | Governance body | Oversight of disruptive risk. |
Board Governance
- Independence: Board determined Ms. Spaulding is independent; 7 of 9 directors are independent.
- Committees: Audit; Compliance; Nominating & Corporate Governance (member).
- Committee chairs: Audit Committee Chair — Timothy M. Dwyer; Compliance Committee Chair — Paul M. Friedman; Nominating & Corporate Governance Chair — Stacy J. Kanter; Lead Director — Paul M. Friedman.
- Board/committee meetings held in 2024: Board 7; Audit 5; Compensation 2; Compliance 4; Nominating & Corporate Governance 2; all directors attended 100% of meetings during periods served.
- Executive sessions: Non-management directors meet regularly in executive session, chaired by Lead Director.
- Governance processes: Nominating & Corporate Governance Committee oversees board composition, effectiveness, independence, director education, annual self-assessment, and CEO succession planning (oversaw transition to separate Chair and CEO roles after May 2025).
- Risk oversight: Board and committees actively oversee strategic, operational, financial, compliance, and cybersecurity risk; CIO provides updates to Audit Committee; Nominating & Corporate Governance manages governance risks including conflicts.
Attendance (2024)
| Body | Meetings Attended | Attendance Rate |
|---|---|---|
| Board | 5 of 5 | 100% (for the period served in 2024). |
| Audit Committee | 3 of 3 | 100%. |
| Compliance Committee | 3 of 3 | 100%. |
| Nominating & Corporate Governance | 1 of 1 | 100%. |
Fixed Compensation
2024 Director Compensation (Non-employee Directors)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| S.E. Spaulding | 65,667 | — | — | 65,667 |
Fee Structure (2024)
| Component | Amount |
|---|---|
| Annual Retainer | $50,000 |
| Board Meeting Fee (in-person) | $5,000 per meeting |
| Board Meeting Fee (telephone/virtual) | $2,000 per meeting |
| Committee Meeting Fee | $1,000 per meeting |
| Lead Director and Audit Chair | $25,000 |
| Other Committee Chairs | $15,000 |
Performance Compensation
- Equity grants for non-employee directors: 3,000 restricted Class A shares granted January 25, 2024 to non-employee directors; vest 25% at 6 months and 25% on each of the next three anniversaries. Ms. Spaulding joined March 1, 2024 and had no 2024 stock award credited.
- 2025 grant: Non-employee directors each granted 1,500 restricted Class A shares on January 29, 2025; vest 25% on July 28, 2025, January 28, 2026, January 28, 2027, and January 28, 2028.
- Stock vested 2024: Ms. Spaulding had no shares acquired on vesting in 2024.
- Performance metrics: Director equity awards are time-based; no performance conditions disclosed.
Equity Award Details (Director)
| Grant Date | Shares Granted | Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| Jan 29, 2025 | 1,500 | — | 25% on Jul 28, 2025; 25% on Jan 28, 2026; 25% on Jan 28, 2027; 25% on Jan 28, 2028. |
| Jan 25, 2024 (program detail) | 3,000 (general non-employee directors) | Value methodology per 2024 Incentive Plan; grant-date fair values described in 10-K Note 17 | 25% at 6 months; 25% on each subsequent anniversary (Ms. Spaulding did not receive a 2024 grant; stock awards $— for 2024). |
Other Directorships & Interlocks
| Company/Body | Role | Interlock/Conflict Notes |
|---|---|---|
| Hidden Level, Inc. | Director | Private; no interlocking compensation committee relationship disclosed at OPY. |
| Texas Reliability Entity, Inc. | Director | Reliability organization; no interlocking compensation committee relationship disclosed at OPY. |
| Girl Security | Director | Non-profit; no interlocking compensation committee relationship disclosed at OPY. |
| Chubb Limited | Chair, Cyber Advisory Board | Advisory capacity; not a disclosed related-party transaction. |
| Fortinet, Nozomi Networks, AU TLS Program, FDD Center | Advisor | Advisory roles; not disclosed as related-party transactions; Audit Committee reviews and approves related-party transactions. |
- Compensation Committee interlocks: The Compensation Committee members (Dwyer, Friedman, Roth, Kanter) had no officer roles at OPY and no interlocking relationships with other entities’ boards/comp committees.
Expertise & Qualifications
- Cybersecurity and critical infrastructure policy leader; initiated the creation of CISA; extensive engagement with financial services CEOs on systemic resilience.
- Government oversight experience across CIA, DHS, Senate, and House intelligence committees.
- Governance credentials include NACD Blue Ribbon Commission on Adaptive Governance.
- Legal training: BA and J.D., University of Virginia.
Equity Ownership
| As of Date | Class A Shares | Class A % | Class B Shares | Class B % |
|---|---|---|---|---|
| March 1, 2025 | — | — | — | — |
- Director stock ownership guidelines: Directors are expected to accumulate and hold at least 6,000 Class A shares within three years of joining; all sitting directors either meet or are on track; policy prohibits short selling and derivatives.
- Pledging/Hedging: Prohibited for directors, executive officers, and immediate family members (short selling, publicly-traded options, derivatives).
- Outstanding equity awards: None for Ms. Spaulding as of Dec 31, 2024; a 1,500-share RS grant was made Jan 29, 2025, vesting through 2028.
Governance Assessment
- Strengths: Independent director with 100% attendance; deep cybersecurity expertise aligned with OPY’s risk oversight; active membership on Audit, Compliance, and Nominating & Corporate Governance—key oversight committees; board maintains executive sessions and has designated a Lead Director; formal director education and annual effectiveness review.
- Alignment: Time-based equity grants in 2025 support increasing alignment; ownership guideline of 6,000 shares within three years provides a clear path, though current disclosed ownership is zero as of March 1, 2025.
- Conflicts: No related-party transactions disclosed involving Ms. Spaulding; Audit Committee reviews related-party transactions; code of conduct contains prohibitions and restrictions to prevent conflicts; no nominee events in past 10 years deemed material to evaluation.
- Structural risk: Company’s voting control concentrated—Chairman A.G. Lowenthal owns 97.5% of Class B voting stock; governance outcomes (e.g., director elections) are expected to be approved, which can limit minority shareholder influence.
RED FLAGS:
- Current disclosed personal share ownership is zero; while within the onboarding window to meet OPY’s 6,000-share guideline, investors should monitor progress toward ownership thresholds for alignment.
- Highly controlled voting structure may dilute the impact of independent directors in contested situations.