Edgar R. Giesinger
About Edgar R. Giesinger
Edgar R. Giesinger (age 68) is an independent Class III director of SEI, serving since May 2017; he chairs the Audit Committee and sits on the Nominating and Governance Committee. He retired as a managing partner from KPMG LLP in 2015, is a CPA (Texas), and has 35 years of accounting/finance experience with a focus on energy and manufacturing, advising public companies on SEC matters, capital raising, and controls; he has lectured on financial risks, controls, and reporting. The Board has determined he is independent under NYSE standards and that he qualifies as an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner (retired) | Through 2015 | 35 years advising public companies on accounting/finance, capital raising, SEC dealings; energy/manufacturing focus; CPA (Texas) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Geospace Technologies Corporation (NASDAQ: GEOS) | Director | Nov 2015 – present | Public company in oil & gas instrumentation; role noted as director (committee roles not disclosed here) |
| Newfield Exploration Company | Director | Aug 2017 – Feb 2019 | Public E&P; tenure ended upon sale to Encana Corporation |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member .
- Independence and expertise: Independent under NYSE standards; Audit Committee members are independent and financially literate; Giesinger is an “audit committee financial expert”; no Audit Committee member serves on more than three public company audit committees .
- Meeting attendance: Board met 11 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee activity: Committee met five times in 2024; oversees auditor appointment/independence, controls, critical accounting policies, related-party transaction reviews; Audit Committee report signed February 18, 2025, recommending inclusion of audited 2024 financials in the 10-K and noting BDO’s independence .
- Nominating & Governance Committee: Three members (including Giesinger); met two times in 2024; oversees governance principles, board/committee structure, board evaluations, and nominations .
| Committee | Role | 2024 Meetings | Independence/Expertise |
|---|---|---|---|
| Audit | Chair (Edgar R. Giesinger) | 5 | All members independent; financially literate; Giesinger is audit committee financial expert |
| Nominating & Governance | Member | 2 | All members independent |
Fixed Compensation
- Program structure (non-employee directors, including Giesinger in 2024–2025):
- Annual cash retainer: $90,000 for Audit Committee Chair; $75,000 for Compensation Chair and Nominating & Governance Chair; $65,000 for other directors; +$20,000 for Lead Independent Director; paid quarterly .
- Annual equity award: $140,000 grant-date fair value to all non-employee directors .
- Additional annual equity: $10,000 for Audit Committee members (other than Chair); $5,000 for Compensation and Nominating & Governance members (other than Chairs) .
- No meeting fees; reimbursement of reasonable travel/out-of-pocket expenses .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $90,000 | $130,000 | $220,000 |
| 2024 | $90,000 | $161,742 | $251,742 |
| Program Element (2024–2025) | Amount |
|---|---|
| Audit Committee Chair Cash Retainer | $90,000 |
| Annual Equity Grant (non-employee directors) | $140,000 grant-date fair value |
| Additional Equity for Audit Committee Member (not Chair) | $10,000 |
| Additional Equity for Compensation or Nominating Member (not Chairs) | $5,000 |
| Lead Independent Director Additional Cash Retainer | $20,000 |
- Unvested restricted shares held by Giesinger as of Dec 31, 2024: 13,225 .
Performance Compensation
- Director pay is not performance-based; equity grants are time-based restricted stock and the company reports it does not currently grant stock options or option-like awards (executive program disclosure, but applicable broadly to equity practices) .
- No director performance metrics (e.g., TSR/EBITDA targets) are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Market | Role | Overlap/Interlock Notes |
|---|---|---|---|
| Geospace Technologies Corporation | NASDAQ: GEOS | Director | Energy equipment maker; no SEI-related interlock disclosed |
| Newfield Exploration Company | (sold to Encana) | Director (former) | Tenure ended Feb 2019 upon sale; no current interlock |
- Board noted and evaluated other directors’ relationships (e.g., Yorktown for W.H. Keenan) when assessing independence; no inconsistency found for independence determinations; no Giesinger-related party exposure disclosed .
Expertise & Qualifications
- CPA (Texas) with 35 years in accounting/finance; extensive audit/controls experience; energy/manufacturing sector focus; lecturer/seminar leader on financial risks/controls/reporting .
- Audit Committee Financial Expert designation by Board under SEC rules; financially literate .
Equity Ownership
| As of March 21, 2025 | Class A Shares | % of Class A | Class B Shares | Combined Voting Power | Notes |
|---|---|---|---|---|---|
| Edgar R. Giesinger | 94,904 | <1% | — | 94,904 | Includes 13,225 unvested restricted Class A shares (sole voting, no dispositive power) |
| Pledging Status | — | — | — | — | No current director or executive officer has pledged any disclosed shares |
| Hedging/Pledging Policy | — | — | — | — | Company policy prohibits hedging/pledging; any exceptions require Audit Committee waiver |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and SEC-designated financial expert; robust Audit Committee oversight (auditor independence, controls, critical accounting, related-party review); strong engagement (Board met 11x, committees active; 75%+ attendance by each director; all attended annual meeting) .
- Alignment: Meaningful equity component and ongoing restricted stock holdings (13,225 unvested), with anti-hedging/pledging policy; no pledging by directors/officers disclosed .
- Shareholder signals: Positive say‑on‑pay outcome (~96% support in 2024), indicating broad investor approval of compensation governance and practices .
- Potential risks/flags: None specific to Giesinger disclosed—no related-party transactions, loans, or pledging; not overboarded per audit committee service limits; external directorships are industry-relevant but no SEI customer/supplier interlocks disclosed .
Overall: Giesinger’s deep audit/accounting expertise, independence, and chair role on the Audit Committee support board effectiveness and investor confidence; director pay is simple (cash retainer plus restricted stock) with clear committee chair differentials and no performance-linked director metrics, limiting pay-related governance risk .