Jane Sherburne
About Jane C. Sherburne
Jane C. Sherburne, age 74, is an independent director at Perella Weinberg Partners (PWP) and Principal of Sherburne PLLC. She has served on PWP’s board since June 2021 and was reclassified to Class II in April 2025 with a term expiring at the 2026 Annual Meeting. The board has determined she is independent under Nasdaq rules and an “audit committee financial expert.” Her education includes BA and MSW (University of Minnesota) and JD (Georgetown University Law Center) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon | General Counsel | Not disclosed | Senior legal leadership |
| Wachovia | General Counsel | Not disclosed | Senior legal leadership |
| Citigroup (Global Consumer Group) | General Counsel | Not disclosed | Senior legal leadership |
| Citigroup, Inc. | Deputy General Counsel | Jul 2001–Dec 2006 | Corporate legal oversight |
| Wilmer, Cutler & Pickering | Litigation Partner | 1984–1994; 1997–Jul 2001 | Litigation expertise |
| The White House | Special Counsel to the President | 1994–1997 | High‑stakes government legal advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teledyne Technologies, Inc. | Director | Current | Corporate governance |
| HSBC USA, HSBC Bank USA, HSBC Finance Corp, HSBC North America | Independent Director | Until Oct 2023 | Governance at major financial subsidiaries |
| National Women’s Law Center | Board Chair | Until Jul 2024 | Board leadership |
| Negotiations Strategies Institute | Board Chair | Current | Strategic oversight |
| Lawyers’ Committee for Civil Rights Under Law | Executive Committee Member | Current | Policy and governance |
| Committee for Economic Development | Member | Current | Economic policy engagement |
| American Law Institute | Member | Current | Legal standards development |
Board Governance
- Committees: Audit Committee member; Compensation Committee Chair. The board designated her as an audit committee financial expert .
- Independence: Board determined Sherburne is independent under Nasdaq rules; PWP uses “controlled company” exemptions and does not have a majority‑independent board or an independent nominations committee. Full board participates in nominations; audit committee complies with SEC/Nasdaq independence requirements .
- Attendance and engagement: In 2024 the board met 4 times, the audit committee 7, and the compensation committee 5; each director attended at least 75% of the meetings of the board and committees on which they served. Seven directors attended the 2024 annual meeting; independent directors meet in executive session regularly (an independent director presides) .
- Leadership and control considerations: PWP is a “controlled company” under Nasdaq due to VoteCo Professionals’ voting power. VoteCo holds broad approval rights over significant corporate actions and director designations, which can persist even below majority voting power—an ongoing governance risk to minority shareholders .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual base retainer (non‑employee director) | $200,000 (50% cash; 50% RSUs) | Structure for 2024; RSUs granted on/around annual meeting and vest at next annual meeting |
| Committee chair fee | $20,000 (Comp Committee Chair) | Audit Chair also $20,000; Sherburne chairs Compensation Committee |
| One‑time RSU on initial appointment | $50,000 RSUs | Vests in three equal annual installments from grant |
| 2024 actual cash fees | $120,000 | Cash base retainer + $20,000 chair fee |
| 2024 stock awards (grant‑date fair value) | $98,681 | Service‑based RSUs |
Director Compensation Table (2024 actuals):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jane C. Sherburne | 120,000 | 98,681 | 218,681 |
Performance Compensation
| Equity Instrument | Grant Practices | Vesting | 2024 Outstanding (as of Dec 31, 2024) |
|---|---|---|---|
| Annual RSUs (service‑based) | Granted around annual meeting | Vest on date of next annual meeting | 6,383 RSUs |
| Initial RSU grant (service‑based) | $50,000 at initial appointment | Vest in 3 equal annual installments | Incorporated in outstanding count |
Performance metrics tied to director compensation: None disclosed; director equity is service‑based RSUs with time‑based vesting only .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| Teledyne Technologies | Industrials/Technology | Director | No PWP‑related transactions disclosed |
| HSBC subsidiaries (multiple) | Financials | Former Director | No PWP‑related transactions disclosed; tenure ended Oct 2023 |
No related‑party transactions involving Sherburne personally are disclosed in the “Certain Relationships and Related Person Transactions” section (which primarily covers firm restructuring, unit vesting acceleration and partner‑level arrangements) .
Expertise & Qualifications
- Legal and governance veteran with >30 years’ experience, including GC roles at leading financial institutions; White House Special Counsel (1994–1997); litigation partner at Wilmer, Cutler & Pickering. Audit committee financial expert designation underscores financial reporting proficiency for board oversight .
- Education: BA, MSW (University of Minnesota); JD (Georgetown University Law Center) .
Equity Ownership
| Item | Amount | % Outstanding | Notes |
|---|---|---|---|
| Class A shares beneficially owned | 34,124 | <1% | As of Mar 17, 2025 |
| RSUs outstanding | 6,383 | n/a | As of Dec 31, 2024 |
| Ownership guidelines (non‑employee directors) | 3x annual cash retainer | n/a | Compliance expected within five years; directors are, or are expected to be, in compliance |
| Hedging/Pledging | Hedging prohibited; pledging not disclosed | n/a | Insider Trading Policy prohibits hedging; no pledging disclosure identified |
Governance Assessment
- Strengths:
- Independent director; Compensation Committee Chair; Audit Committee member and designated financial expert—strong alignment with governance best practices in pay oversight and financial reporting .
- Director pay structure includes 50% equity via RSUs, reinforcing ownership alignment; stock ownership guidelines require 3x cash retainer for non‑employee directors; hedging prohibited .
- 2024 engagement signals: board and committee meetings conducted regularly; each director attended at least 75% of applicable meetings; independent executive sessions occur regularly .
- Watch items / RED FLAGS:
- Controlled company status with VoteCo Professionals retaining extensive approval rights over major corporate actions and the right to designate directors—concentration of control can limit minority shareholder influence and nomination independence .
- No majority‑independent board and no independent nominations committee (full board handles nominations), increasing potential for board interlocks and reduced independence in director selection .
- Compensation consultant and interlocks:
- Compensation Committee (chaired by Sherburne) engaged Exequity LLP; committee deemed consultant independent with no conflicts of interest—positive sign for pay governance .
- Shareholder feedback:
- 2025 say‑on‑pay and say‑on‑frequency votes proposed; final voting results to be reported on Form 8‑K after the annual meeting—monitor outcomes for investor sentiment on compensation .
Overall, Sherburne’s legal depth and audit expertise support board effectiveness in oversight of pay and financial reporting. Governance risks stem primarily from PWP’s controlled company structure and VoteCo’s rights, not from Sherburne’s individual independence or roles .