Scott Gwilliam
About Scott Gwilliam
Independent director (age 55) serving since October 2021. He is Managing Partner and co-founder of Keystone Capital Management (since 2017), with prior roles at Madison Dearborn Partners and Kidder, Peabody & Company. Education: B.S. in finance from the University of Virginia; M.B.A. from Northwestern University. Committees: Chair of Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keystone Capital Management | Managing Partner; Co-founder | 2017–present | Extensive investment and industry experience cited for board service |
| Madison Dearborn Partners | Prior private equity role | — | Investment background cited |
| Kidder, Peabody & Company | Prior investment banking role | — | Investment banking experience cited |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CONSOR Engineers | Director | — | Infrastructure engineering firm |
| VDA Holdings | Director | — | Building sciences consultancy |
| Clearwater | Director | — | Water operations and management company |
| Inspire 11 | Director | — | Digital transformation and data analytics firm |
| Merge | Director | — | Full-service marketing agency |
| Pinchin Holdings | Director | — | Environmental/engineering/building science and H&S consultancy |
| RCP Advisors investment fund | Advisory board member | — | Advisory role noted; potential interlock with PX brand RCP Advisors |
Board Governance
- Current committee assignments: Chair, Nominating and Corporate Governance; members include Tracey Benford and Robert Stewart Jr.; 4 meetings held in 2024 .
- Prior committee service: Served on Audit Committee (5 meetings in 2023) and Compensation Committee (7 meetings in 2023) .
- Independence: Board determined Mr. Gwilliam is independent under NYSE rules; PX is a “controlled company” but states it does not intend to rely on independence exemptions .
- Attendance: Board held 10 meetings in 2024; all directors serving in 2024 attended at least 75% of meetings and applicable committee meetings, except Travis Barnes (70%)—implies Gwilliam ≥75% attendance .
- Governance infrastructure: Committee charters posted; Audit Committee oversees related-party transactions; Insider Trading Policy prohibits hedging, margin, short sales, pledging; Clawback Policy adopted in 2023 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Director Retainer – Cash ($) | $25,000 | $0 |
| Annual Director Retainer – Restricted Stock ($) | $150,000 (granted 9/5/2023) | $175,000 (granted 6/14/2024) |
| Total Director Compensation ($) | $175,000 | $175,000 |
- 2024 policy change: Annual fee payable entirely in restricted stock; 2025 approved fees: $185,000 annual for non-employee directors; +$15,000 for committee chairs; +$50,000 for Lead Independent Director .
Performance Compensation
| Equity Award | Grant Date | Vesting Terms | Notes |
|---|---|---|---|
| Restricted Stock (Director retainer) | 9/5/2023 | Vests on 9/5/2024 (continuous service required) | Time-based; not performance-conditioned |
| Restricted Stock (Director retainer) | 6/14/2024 | Vests on first anniversary of grant (continuous service required) | Time-based; not performance-conditioned |
- No performance metrics or options disclosed for non-employee director compensation; awards are time-based restricted stock .
Other Directorships & Interlocks
| Relationship | Detail | Economic Linkage |
|---|---|---|
| Keystone Capital Arrangements | Affiliates of Keystone Capital (managed by Gwilliam) have preferential rights to invest in PX funds; typically not subject to management fees or carried interest | Preferential terms (fee/carried interest waivers) for certain investments |
| RCP Advisors → Keystone Capital | RCP-managed funds/accounts invested $100 million in two Keystone Capital funds; paid approx. $0.55 million in fees to Keystone affiliates in 2024 (net of offsets/waivers) | Fees paid to Keystone affiliates; PX notes fees are on behalf of RCP clients, not recorded in PX’s P&L |
| PX insiders investment policy | Executives and directors may invest in/alongside PX funds, sometimes not subject to fees/carried interest; independent directors permitted up to a threshold deemed not to compromise independence | Alignment rationale; independence safeguarded by thresholds |
- Controlled Company Agreement governs board designation rights for RCP and TrueBridge groups; 210 Group rights removed in Dec 2024, but PX states it does not rely on independence exemptions .
Expertise & Qualifications
- Private equity and investment banking background; Keystone co-founder and Managing Partner; deep industry/investment experience cited by PX .
- Education: University of Virginia (B.S. finance); Northwestern University (M.B.A.) .
- Governance experience: Chairing Nominating and Corporate Governance; prior service on Audit and Compensation committees .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Combined Voting Power (votes) | Ownership Form |
|---|---|---|---|---|
| Scott Gwilliam (total beneficial) | 225,215 | 631,186 | 6,537,075 | See breakdown below |
| Direct – Scott Gwilliam | 25,215 | 300,233 | — | Direct |
| Indirect – Gwilliam Family Investments LLC (Manager: Gwilliam) | 200,000 | 330,953 | — | Indirect |
| Percent of Class A | * (<1%) | — | — | — |
| Percent of Class B | — | * (<1%) | — | — |
| Percent of Combined Voting Power | — | — | * (<1%) | — |
- Insider Trading Policy prohibits hedging, short sales, margin trading, pledging PX stock .
Insider Trades
| Filing Date | Transaction Date | Security | Ownership | Reporting Entity | Notes |
|---|---|---|---|---|---|
| 04/19/2024 | 09/05/2023 | RSUs (1:1 into Class A upon vest) | Direct | Scott L. Gwilliam | Director retainer RSUs disclosed; vest 1 year from grant |
| 06/17/2025 | 06/13/2025 | Class A Common Stock | Indirect | Gwilliam Family Investments, LLC | Form 4 filed; indirect holdings updated |
Governance Assessment
-
Strengths:
- Independent director; affirmed by Board under NYSE standards .
- Active governance leadership as Chair of Nominating and Corporate Governance; regular committee activity (4 meetings in 2024) .
- Prior experience on Audit and Compensation provides broad oversight capability .
- Director pay aligned via equity-only retainer in 2024; retainer modest and standardized, vesting time-based to reinforce tenure and alignment .
-
Potential Conflicts / Red Flags:
- Keystone Capital arrangements granting preferential fee/carried interest waivers for certain investments by Keystone affiliates and PX insiders; although PX discloses thresholds to preserve independence, investors may scrutinize these related-party dynamics .
- RCP Advisors (PX brand) clients invested $100 million with Keystone Capital, paying ~$0.55 million in fees to Keystone affiliates in 2024—creates perceived interlock between PX’s platform and a director’s external fund complex, even if fees are borne by RCP clients and excluded from PX P&L .
- Controlled company status can weaken governance protections, though PX states it does not rely on exemptions; continued monitoring warranted .
-
Engagement/Attendance:
- Board/committee attendance ≥75% in 2024 (except Barnes), indicating acceptable engagement .
-
Compensation Structure Signals:
- Shift from mixed cash/equity (2023) to all equity retainer (2024) improves alignment; 2025 adds chair fees (+$15k) and raises base to $185k—monitor for pay inflation risk but structure remains standard for small-cap alt asset platforms .
-
Policy Safeguards:
- Insider Trading Policy prohibits pledging/hedging; Audit Committee oversees related-party transactions; Clawback policy adopted in 2023 for erroneously awarded compensation .