Robert Steel
About Robert K. Steel
Robert K. Steel (age 73) is Vice Chairman, a Partner of Perella Weinberg Partners, and a Class II director (term expiring at the 2026 annual meeting). He served as PWP’s Chief Executive Officer from 2014 to February 2019; earlier roles include NYC Deputy Mayor for Economic Development (2010–2013), CEO of Wachovia (2008, oversaw sale to Wells Fargo; Wells Fargo director until 2010), and U.S. Treasury Under Secretary for Domestic Finance (2006–2008). He spent 1976–2004 at Goldman Sachs, rising to Head of Global Equities, Vice Chairman, and Management Committee member; education: BA Duke University, MBA University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perella Weinberg Partners | Vice Chairman; Partner; CEO (former) | Vice Chairman since Jun-2021; CEO 2014–Feb-2019 | Senior leadership; CEO transition; ongoing partner responsibilities |
| City of New York | Deputy Mayor for Economic Development | 2010–2013 | Oversight of economic development agenda |
| Wachovia Corporation | President & CEO; then oversaw sale to Wells Fargo; Wells Fargo director | 2008; Wells Fargo board until 2010 | Crisis leadership, sale execution; board service at Wells Fargo |
| U.S. Dept. of the Treasury | Under Secretary for Domestic Finance | 2006–2008 | Financial regulatory policy leadership |
| Goldman Sachs | Head of Global Equities; Vice Chairman; Management Committee member | 1976–2004 | Global leadership in equities; firm governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Dynamics (NYSE: GD) | Director | Not disclosed | Current public company directorship |
Board Governance
- Independence: Steel is not an independent director. PWP’s board identifies only Jorma Ollila, Jane C. Sherburne, Elizabeth C. Fascitelli, and Kristin W. Mugford as independent under Nasdaq rules .
- Committee assignments and chair roles: Steel is not listed on either standing committee. Audit Committee members: Ollila (Chair), Sherburne, Fascitelli, Mugford; Compensation Committee members: Sherburne (Chair), Ollila, Mugford, Fascitelli .
- Board structure: PWP is a “controlled company” under Nasdaq due to the voting control held via Class B-1 shares; it does not have a majority-independent board and utilizes the nominating committee exemption. Audit committee independence complies with SEC/Nasdaq .
- Board class and term: Steel is a Class II director; Class II terms run to the 2026 annual meeting .
- Attendance and engagement: In 2024 the board met 4 times; audit 7; compensation 5. Each director attended at least 75% of meetings of the board and committees on which they served; seven directors attended the 2024 annual meeting. Executive sessions of independent directors are held regularly; there is no Lead Independent Director (an independent director presides over executive sessions) .
- Governance control rights: Under the Stockholders Agreement, VoteCo Professionals retains extensive approval rights over major corporate actions and director designation rights while ownership thresholds are met, shaping board composition and oversight .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director retainer (cash) | $0 | PWP does not separately compensate affiliated/employee directors (Steel) for board service; non-employee director program is $200,000 annual retainer (50% cash/50% RSUs) with $20,000 chair fees, but not applicable to Steel . |
| Employee compensation (as working partner) | $3,540,681 | Compensation for service as a working partner during 2024 (includes $334,681 fair value of equity-based portion of 2023 bonus granted Q1’24); base salary/bonus split not otherwise disclosed for Steel . |
Performance Compensation
| Metric/Instrument | Detail | 2024 Status |
|---|---|---|
| Equity bonus (employee) | Equity-based portion of annual incentive bonus for 2023 performance granted in Q1 2024; grant-date fair value | $334,681 (granted to Steel in Q1’24 for 2023 performance) . |
| Company-level pay metrics referenced by Compensation Committee | Revenue; Adjusted Net Income; Adjusted Operating Margin; TSR | Identified as most important for executive pay program; no director-specific performance metrics disclosed for Steel . |
Note: PWP’s non-employee director equity program (50% of $200k retainer paid in RSUs vesting annually) does not apply to Steel as an employee director . Steel’s award details beyond the $334,681 fair value are not itemized in the proxy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| General Dynamics | Director | Not disclosed in PWP proxy | No interlocks disclosed by PWP; Compensation Committee interlocks statement notes none for PWP in 2024; Steel is not on PWP’s Compensation Committee . |
Expertise & Qualifications
- Financial and regulatory expertise: Former Treasury Under Secretary; led major financial institutions; extensive investment banking and capital markets background .
- Crisis and transaction leadership: Oversaw Wachovia’s sale to Wells Fargo during the financial crisis; senior roles at Goldman Sachs .
- Public sector and governance experience: NYC Deputy Mayor for Economic Development; public company board service at General Dynamics .
- Education: BA Duke University; MBA University of Chicago Booth School of Business .
Equity Ownership
| Holding | Amount | Ownership % | Notes |
|---|---|---|---|
| Class A common stock (beneficially owned) | 28,214 | <1% of Class A; <1% combined voting power | Direct Class A beneficial ownership reported . |
| Additional exchangeable ownership (OpCo units + corresponding Class B-1) | 591,674 (exchangeable) | N/A (informational) | Shares of Class A that may be issuable upon exchange of PWP OpCo Class A units and corresponding Class B-1; fully-vested within 60 days per footnote . |
| Pledging/hedging | Not disclosed for Class A; lock-ups restrict pledging of OpCo units | — | PWP OpCo unit lock-up generally restricts sale, pledge, short sale, or hedging for ~3–5 years post-Business Combination (subject to exceptions) . |
| Ownership guidelines | Non-employee directors required to hold 3x cash retainer; all NEOs and non-employee directors are or expected to be compliant | — | Guidelines specifically reference NEOs and non-employee directors; Steel is an employee director . |
Related-Party Exposure and Conflicts
- Controlled company structure: VoteCo Professionals (Class B-1) controls over 50% voting power and holds broad approval rights over indebtedness, equity issuance, major transactions, leadership changes, charter/bylaw amendments, budgets, dividends, and more; maintains director designation rights, influencing board composition and oversight dynamics .
- Employee compensation to directors: Steel received $3,540,681 as a working partner in 2024 (including an equity-based portion), while also serving as a director—indicating a non-independent status and potential alignment with management/partners rather than minority shareholders .
- Equity award acceleration and tax arrangements: 2024 vesting acceleration of ACUs/VCUs covered certain directors and officers; included cash settlement of a portion to cover taxes and repurchases of Class B-1 shares—reflects related-party equity mechanics within the partner structure .
- Tax Receivable Agreement (TRA): PWP obligated to pay 85% of cash tax savings from basis step-ups to TRA parties (including certain partners), potentially substantial over time and payable even if realized savings differ; obligations accelerate upon certain events (e.g., change of control or early termination) .
Insider Trades and Compliance
| Date | Event | Detail |
|---|---|---|
| Dec 29, 2023 and/or Dec 31, 2024 | Form 4 filed late (deemed disposition) | Deemed disposition of unvested RSUs to satisfy tax withholding obligations; company filed on Steel’s behalf . |
| Feb 24, 2025 | Form 4 filed late (deemed disposition) | Deemed disposition of Class A shares to satisfy tax withholding upon RSU vesting; company filed on Steel’s behalf . |
- Policies: Anti-hedging policy prohibits hedging/transactions designed to offset decreases in PWP securities; clawback policy adopted Dec 1, 2023 requires recovery of incentive comp from executive officers upon required accounting restatements .
Director Compensation Context (for non-employee directors; not applicable to Steel)
| Component | 2024 Amount | Vesting |
|---|---|---|
| Annual retainer | $200,000 (50% cash / 50% RSUs) | RSUs vest at next annual meeting . |
| Committee chair fee | $20,000 (Audit Chair); $20,000 (Comp Chair) | Cash . |
| Initial one-time RSU grant | $50,000 | Vests in three equal annual installments . |
Steel did not receive the non-employee director compensation shown above; he received employee compensation as a working partner .
Governance Assessment
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Strengths and mitigants:
- Audit and Compensation Committees comprised solely of independent directors; experienced independent chairs (Ollila—Audit; Sherburne—Comp) .
- Regular executive sessions of independent directors; all directors met ≥75% attendance threshold in 2024 .
- Anti-hedging policy, clawback policy (Dec 1, 2023), and share ownership guidelines for NEOs and non-employee directors support alignment and accountability .
-
Concerns and potential red flags:
- Controlled company status with expansive VoteCo approval rights and director designation rights; board is not majority independent; no Lead Independent Director—elevated entrenchment risk and reduced minority shareholder influence .
- Steel is not independent; he is a Partner and Vice Chairman receiving substantial employee compensation while serving on the board—oversight and conflict perception risk; however, he does not sit on audit or compensation committees, which mitigates direct conflicts on key oversight committees .
- Section 16 reporting lapses (late Form 4s) noted for Steel (and others) for tax-withholding-related dispositions—minor compliance signal but reported and corrected by the Company .
- Related-party equity award vesting acceleration affecting directors and officers, and TRA obligations that could lead to significant payments to partner holders—complex related-party economics that investors should monitor .
Note on independence designation: Despite the prompt’s label, the company’s proxy identifies Steel as a non-independent director (employee/partner) .