Brian D. Dunn

About Brian D. Dunn

Brian D. Dunn, 70, is an independent director of Silvercrest Asset Management Group Inc. (SAMG). He retired in 2015 as Chairman of McLagan and CEO of Performance, Reward & Talent for Aon Hewitt Consulting Worldwide, and brings over 40 years’ expertise in incentive and executive compensation with extensive compensation committee relationships at public companies, primarily in financial services and asset management. He holds a B.S. summa cum laude from Cornell’s ILR School and an MBA with highest honors from Cornell’s Graduate School of Management; he serves as SAMG’s Class I director and is deemed independent under NASDAQ rules .

Past Roles

External Roles

Board Governance

• Committee assignments:
  • Audit Committee member; the committee is fully independent and chaired by Richard J. Burns (Audit Committee financial expert) .
  • Compensation Committee Chair; fully independent .
  • Nominating & Corporate Governance Committee member; chaired by Darla M. Romfo; fully independent .
• Independence: Dunn qualifies as an independent director under NASDAQ standards; the Board has a majority of independent directors .
• Board structure: CEO also serves as Chairman; no Lead Independent Director designated; Board cites active role of independent directors on committees as offset .
• Attendance: Board met 6 times in 2024; Audit 4; Compensation 1; Nominating & Governance 6; all directors had 100% attendance; independent directors held 6 executive sessions without management .
• Classification/term: Dunn is Class I director (term expiring at the 2026 annual meeting) .
• Retirement age policy: General policy not to renominate directors who attain age 72; waivers may be granted with disclosure .
• Stockholder communication: Processes exist to contact the full Board, independent directors, and non-management directors (confidential options via General Counsel) .

Fixed Compensation

• Dunn elected to receive his cash retainer in Company equity, paid as 8,191 Class A RSUs .
• Director compensation program reimburses reasonable out-of-pocket expenses for meetings .

Performance Compensation

• Structure: Non-employee director equity is time-based RSUs (no disclosed performance metrics for director grants). RSUs vest on the third anniversary of grant date; dividends on unearned awards are prohibited; awards are subject to the Company’s clawback policy; hedging and short sales by directors/officers are prohibited .

Other Directorships & Interlocks

Expertise & Qualifications

• Over 40 years specializing in incentive and executive compensation; prior compensation committee relationships with public companies; client base primarily financial services/asset managers—aligned with SAMG’s industry .
• Education: B.S. (Cornell ILR), MBA (Cornell Graduate School of Management) .

Equity Ownership

• Unvested director RSUs held by Dunn: 14,639 units as of Dec 31, 2024 (vest on third anniversary of grant date) .
• Insider trading policy governs directors; Company prohibits short sales and derivatives for directors/officers .

Say-on-Pay & Shareholder Feedback

• Management reported targeted engagement with significant institutional holders in 2024; no issues raised regarding executive compensation structure/amounts during those meetings .

Governance Assessment

• Strengths:

  • Independent director with deep compensation expertise chairs Compensation Committee—a strong alignment for pay oversight .
  • 100% attendance across Board and committees in 2024 signals strong engagement; regular executive sessions held without management .
  • Director equity grants are time-based with clawback coverage; hedging and short sales prohibited—enhances alignment and risk control .
  • Board maintains formal related-party transaction review via Audit Committee .

• Watch items / potential conflicts:

  • No Lead Independent Director; CEO is also Chairman—places more weight on independent committee activity for counterbalance .
  • Dunn’s “other compensation” reflects sizable discounted advisory fee savings ($164,994) tied to personal accounts managed by SAMG; while offered to all non-employee directors, magnitude warrants monitoring for perceived conflicts and independence optics .
  • Compensation Committee met only once in 2024; as chair, ensuring sufficient meeting cadence to oversee evolving pay structures is important .
  • Retirement age policy at 72 may limit long-term continuity unless waived; Dunn is 70, implying near-term re-nomination considerations must be disclosed if a waiver is granted .

• Shareholder signals:

  • 2025 say-on-pay passed but with notable opposition and abstentions (≈2.62M Against, 1.44M Abstain), indicating a subset of investors scrutinizing compensation; annual frequency confirmed by stockholders .

• Related party transactions:

  • Current related-person transactions disclosed center on principals (registration rights, tax receivable agreement, discounted fees to executives); director discounted advisory fees are disclosed under director compensation rather than as a related-person transaction; Audit Committee pre-approves related-party transactions per policy .