Kristin Mugford

About Kristin W. Mugford

Kristin W. Mugford (age 56) has served as an independent director of Perella Weinberg Partners since May 2022. She is Senior Associate Dean of Culture and Community and the Melvin Tukman Senior Lecturer of Business Administration in the Finance Unit at Harvard Business School. Previously, she spent nearly 20 years at Bain Capital (private equity and credit) and began her career as a strategic planning analyst at The Walt Disney Company. She currently serves on PWP’s Audit and Compensation Committees. Education: A.B. in Economics, Harvard College; MBA, Harvard Business School (Baker Scholar).

Past Roles

External Roles

Board Governance

• Independence: Board has determined Ms. Mugford is independent under Nasdaq rules and 10A‑3 (Audit Committee independence). PWP is a “controlled company” and does not have a majority independent board; it maintains an independent audit committee. No lead independent director; executive sessions are presided over by an independent director.
• Committees: Audit Committee member; Compensation Committee member. Audit Committee chaired by Jorma Ollila; Compensation Committee chaired by Jane C. Sherburne.
• Board structure: Classified board (3 classes). In 2025, Ms. Mugford was reclassified to Class I and nominated/elected for a term expiring at the 2028 annual meeting; she will continue to serve on Audit and Compensation Committees.
• Attendance/engagement: In 2024, the Board met 4 times; Audit 7; Compensation 5. Each director attended at least 75% of the board and committee meetings on which they served. Seven directors attended the 2024 annual meeting of stockholders.
• Shareholder vote (director election): At the May 28, 2025 annual meeting, shareholders voted: For 274,158,564; Withheld 35,037,120; Broker non‑vote 9,739,606 for Ms. Mugford’s election as Class I director (term to 2028).

Fixed Compensation

Notes:

• As of December 31, 2024, Ms. Mugford held 8,875 outstanding RSUs.

Performance Compensation

Other Directorships & Interlocks

• Compensation Committee Interlocks at PWP: The proxy states no interlocks or insider participation among PWP executives and other companies’ boards/compensation committees.

Expertise & Qualifications

• Finance and investing: Nearly two decades of private equity and credit investing experience (Bain Capital Partners; Bain Capital Credit).
• Board/committee experience: Service on PWP Audit and Compensation Committees; chairs HR & Compensation Committee and serves on Audit Committee at Dollarama.
• Academic leadership: Senior Associate Dean and Senior Lecturer at Harvard Business School (Finance Unit).
• Independence: Determined independent under Nasdaq rules and Exchange Act Rule 10A‑3 (Audit Committee standards).

Equity Ownership

Governance Assessment

• Strengths

  • Independent director serving on both Audit and Compensation Committees; board has affirmed her independence under Nasdaq and 10A‑3 standards.
  • Demonstrated shareholder support: elected at 2025 annual meeting with 274,158,564 votes “For” versus 35,037,120 “Withheld.”
  • Strong remuneration alignment for directors: 50% of annual retainer in RSUs; ownership guideline of 3x cash retainer; anti‑hedging policy in place.
  • Relevant external governance experience: chairs HR & Compensation Committee and serves on Audit Committee at a public company (Dollarama).

• Risks/Watch items

  • PWP is a “controlled company,” does not maintain a majority‑independent board, and has no lead independent director—potentially dampening independent oversight leverage despite committee independence.
  • No separate, fully independent nominations committee (the company utilizes a controlled‑company exemption).
  • No specific related‑party transactions involving Ms. Mugford are identified in the proxy’s related‑person section; continue to monitor for any future transactions or interlocks.
  • No director‑specific performance metrics (director equity is service‑based RSUs); while typical for U.S. boards, this limits direct pay‑for‑performance linkage for directors themselves.

• Additional signals

  • 2025 say‑on‑pay passed (268,428,713 For; 39,659,086 Against; 1,107,885 Abstain; 9,739,606 broker non‑vote), indicating broad shareholder support for compensation practices overseen by the Compensation Committee (where Ms. Mugford serves).

Director Compensation (Detail)

• RSU balances as of 12/31/2024: Ms. Mugford held 8,875 outstanding RSUs.
• Program design: Annual base retainer $200,000 (50% cash, 50% RSUs); initial $50,000 RSUs vest over 3 years; RSUs granted on/around the annual meeting and vest at the next annual meeting; $20,000 chair fees for Audit and Compensation Chairs.
• Options: Company disclosure indicates it does not grant stock options or similar instruments.

Insider Trades (Form 4)

Related Policies and Controls

• Anti‑hedging policy: prohibits directors and employees from hedging PWP securities.
• Ownership guidelines: Directors must hold equity equal to 3x cash retainer within 5 years; all directors are, or are expected to be within the timeline, in compliance.
• Clawback policy (executives): Adopted December 1, 2023, for incentive‑based compensation in the event of required accounting restatement (executive‑focused but indicates broader governance posture).
• Section 16(a) compliance: Proxy discloses certain late filings for named insiders; Ms. Mugford was not listed among those with untimely filings for the most recent year.

Summary View for Investors

• Board effectiveness: Independent, multi‑committee director with deep finance expertise and external public‑company committee leadership—supportive of rigorous oversight on pay and audit matters.
• Alignment: 50/50 cash/RSU pay mix, RSUs vesting at the next AGM, and 3x retainer ownership requirements promote alignment; hedging prohibited.
• Governance risk context: Controlled‑company status with no lead independent director and no fully independent nominations committee warrants continued monitoring of board independence and refreshment processes.