Richard J. Burns
About Richard J. Burns
Richard J. Burns, 65, is an independent director at Silvercrest Asset Management Group Inc. and the Audit Committee Chair and “financial expert” under SEC/NASDAQ rules . He founded Blackhall Ventures (2021; General Partner and Chairman) and co-founded Isis Ventures Partners (2002; General Partner and Chairman); previously President & CEO of Thomson Financial Media and CEO/publisher of Institutional Investor . He holds B.A. and M.A. degrees from St. John’s College, Oxford, and an M.S. from Columbia University Graduate School of Journalism .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomson Financial Media | President & CEO | Not disclosed | Led financial media assets of The Thomson Corporation |
| Institutional Investor | CEO & Publisher | Not disclosed | Leadership in fund management media; governance relevance via financial industry network |
| Isis Ventures Partners | Co-founder; General Partner; Chairman | Since 2002 | Operating company oversight; private investing governance experience |
| Blackhall Ventures | Founder; General Partner; Chairman | Since 2021 | Operating companies oversight; private investing governance experience |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Interaudi Bank (FDIC-regulated) | Director; Audit Committee Chair; Compliance Committee Member | Direct banking audit/compliance oversight; strengthens audit expertise |
| Intelligent Security Systems | Chairman of the Board | Tech and algorithmic software oversight; risk and cybersecurity insight |
| Carnegie Hall | Board representative for Manhattan Borough President | Non-profit governance and stakeholder engagement |
| American Museum of Natural History; Americas Society | Prior Trustee | Cultural and policy networks; no current SAMG interlock disclosed |
Board Governance
- Committee assignments: Audit (Chair and Financial Expert), Compensation (Member), Nominating & Corporate Governance (Member). All three committees comprise independent directors .
- Independence: Burns qualifies as an independent director under NASDAQ standards; Board has majority independence and no lead independent director .
- Attendance and engagement: In 2024, Board met six times; Audit 4x, Compensation 1x, Nominating 6x; all directors participated in 100% of Board and committee meetings; independent directors held six executive sessions without management . In 2023, all directors attended all Board and committee meetings .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 6 |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 5 | 1 |
| Nominating & Governance meetings | 2 | 6 |
| Burns attendance | 100% | 100% |
| Independent executive sessions | Not disclosed | 6 |
Fixed Compensation
- Director program: annual cash retainer $50,000; equity retainer $50,000 in RSUs (Class A) vesting on the third anniversary; $5,000 cash per committee membership; chair retainers: Audit $10,000; Compensation $5,000; Nominating $5,000 .
- Burns’ 2024 director compensation: $75,000 cash (base + committee + chair), $50,000 stock; no “other compensation” (no discounted advisory fee recorded) .
| Component ($) | 2023 | 2024 |
|---|---|---|
| Cash (fees earned) | $75,000 | $75,000 |
| Stock (grant-date fair value RSUs) | $50,000 | $50,000 |
| Other compensation | — | — |
| Total | $125,000 | $125,000 |
Notes: As of 12/31/2024, Burns held 2,687 RSUs vesting on the third anniversary of grant and 3,413 RSUs vesting on the first anniversary of grant .
Performance Compensation
- Director awards are time-based RSUs; no disclosed performance metrics for directors (metrics referenced in CD&A apply to executives) .
- Equity plan governance features: prohibition on discounted options/repricing, no dividends on unearned awards, no tax gross-ups, awards subject to clawback policy .
| Performance Metric Tied to Director Pay | Details |
|---|---|
| None disclosed for directors | RSUs vest based on service; no TSR/financial KPI link for directors |
Other Directorships & Interlocks
- Public company boards: none disclosed for Burns. Interaudi Bank (FDIC-regulated) and Intelligent Security Systems appear non-public; Carnegie Hall is non-profit .
- Related-party transactions: current related-party arrangements involve principals (Hough, Gerard, Campbell, Messina, Gray); no Burns-related transactions disclosed .
Expertise & Qualifications
- Audit Committee financial expert designation; deep audit and compliance oversight (Interaudi Bank) .
- Senior leadership in financial media and investment industry networks (Thomson Financial Media, Institutional Investor, venture GP roles) .
- Education: Oxford (B.A., M.A.), Columbia (M.S. Journalism) .
Equity Ownership
- Beneficial ownership (Class A shares): Burns 3,422 shares (as of 4/4/2024), rising to 9,169 shares (as of 4/4/2025); each less than 1% of Class A; overall voting power less than 1% .
- Hedging policy: company prohibits short sales and derivative transactions in company securities for directors .
| Ownership Metric | 2024 | 2025 |
|---|---|---|
| Class A shares beneficially owned | 3,422; <1% | 9,169; <1% |
| Shares outstanding (Class A) | 9,482,022 | 9,442,572 |
| Policy on hedging/short sales | Prohibited for directors | Prohibited for directors |
Governance Assessment
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Strengths:
- Independent director; Audit Chair and designated financial expert, with full committee independence across Audit, Compensation, and Nominating .
- Strong attendance and engagement; independent executive sessions held after board meetings .
- Director pay structure balanced with equity; RSUs vest over time and are subject to clawback; plan forbids repricing/discounted options and tax gross-ups .
- Relevant external audit/compliance experience via Interaudi Bank; cybersecurity oversight exposure via Intelligent Security Systems .
-
Risk indicators and red flags:
- 2025 shareholder voting signal: Burns received materially higher “withhold” votes versus peer nominee (For: 7,034,852; Withheld: 3,008,794 vs. Gray For: 8,827,670; Withheld: 1,215,976), indicating notable investor dissent on his re-election; monitoring of feedback and engagement advisable .
- Ownership alignment: absolute holdings are small (<1%); although director RSUs add alignment, low direct stake may limit perceived “skin-in-the-game” compared to principals .
- Board leadership structure: combined Chair/CEO and no lead independent director may raise governance scrutiny; mitigated by active independent committees and executive sessions .
-
Say-on-pay and plan changes (context for governance climate):
- 2025 say-on-pay passed (For 5,983,190; Against 2,619,575; Abstain 1,440,881; broker non-votes 1,182,870) and shareholders chose annual frequency for say-on-pay .
- Equity plan share increase approved (For 7,087,986; Against 2,340,232; Abstain 615,428; broker non-votes 1,182,870); oversight of dilution and award design remains important .
Voting Outcomes Snapshot (2025 Annual Meeting)
| Proposal | For | Against/Withheld | Abstain | Broker Non-Votes | Implication |
|---|---|---|---|---|---|
| Director election – Richard J. Burns | 7,034,852 | 3,008,794 | — | 1,182,870 | Elevated withholds; investor confidence signal to monitor |
| Director election – J. Allen Gray | 8,827,670 | 1,215,976 | — | 1,182,870 | Stronger support vs. Burns |
| Say-on-Pay | 5,983,190 | 2,619,575 | 1,440,881 | 1,182,870 | Passed; annual frequency selected |
| Say-on-Pay frequency | 8,816,253 (1yr) | 145,477 (2yr) | 699,680 (3yr) | 382,236 | 1,182,870 |
| Equity plan amendment | 7,087,986 | 2,340,232 | 615,428 | 1,182,870 | Share pool increased; governance features intact |
Related-Party and Conflicts Review
- Company’s related-person transactions policy in place; current disclosures reference arrangements with principals (registration rights; tax receivable agreement; discounted advisory fees on employees’ personal funds). Burns is not listed among principals, and no transactions involving Burns are disclosed .
- No loans to directors disclosed; no pledging of shares by Burns disclosed .
Director Compensation Detail (Structure Reference)
- Cash: base $50,000; $5,000 per committee; chair cash retainers—Audit $10,000; Compensation $5,000; Nominating $5,000 .
- Equity: annual $50,000 RSUs (Class A), vesting on third anniversary; Burns also held RSU tranches vesting at first anniversary per prior grant .
- Reimbursements: reasonable out-of-pocket expenses for meetings; discounted advisory fee available to directors; Burns recorded $0 in “other compensation” in 2024 .
Overall, Burns brings strong audit and compliance credentials and consistent engagement. The notable 2025 withhold rate is a governance signal worth deeper investor-relations follow-up; continued emphasis on board independence practices (e.g., executive sessions, robust committee work) and transparent director equity alignment should support investor confidence .