Carl A. Guarino
SEI INVESTMENTSAbout Carl A. Guarino
Independent director at SEI Investments Company; age 67; director since September 2014; current term expiring at the 2027 annual meeting. Former CEO of WizeHive, Inc. (SaaS grants/scholarships platform) until its acquisition in late 2024; previously CEO of Procurian Inc. (sold to Accenture) and earlier Executive Vice President, Investment Advisors at SEI. The Board classifies him as an independent director and cites his familiarity with SEI’s investment advisor segment and information technology industry as core credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WizeHive, Inc. | Chief Executive Officer | June 2017 – late 2024 (company acquired) | Led a SaaS platform for grants, scholarships, and employee giving; brings operating and SaaS experience to SEI. |
| Procurian Inc. | Chief Executive Officer | Aug 2006 – Jan 2014 (acquired by Accenture subsidiary) | Procurement outsourcing; M&A exit experience relevant to scaling and strategic transactions. |
| SEI Investments Company | Executive Vice President, Investment Advisors | Prior to March 2006 | Deep familiarity with SEI’s advisor market unit enhances board oversight. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| — | — | None disclosed | No current public company directorships disclosed in the proxy. |
Board Governance
- Independence and leadership
- Determined independent by NASDAQ rules; independent directors meet in regular executive sessions; Lead Independent Director: Kathryn M. McCarthy.
- Committee assignments (2024)
- Compensation Committee: Chair (member alongside Brassington and McCarthy).
- Nominating & Governance Committee: Chair (members include McCarthy, Brassington, Guarino, Romeo).
- Audit Committee: Member (Audit chair is Carmen V. Romeo).
- Meeting cadence and attendance
- Board held 9 meetings; Audit 5; Compensation 5; Nominating & Governance 1; Legal & Regulatory Oversight 4; each director attended more than 75% of their Board and committee meetings.
| Governance Item | Detail |
|---|---|
| Independence | Independent director under NASDAQ Rule 5605(a)(2). |
| Lead Independent Director | Kathryn M. McCarthy; independent directors hold regular executive sessions. |
| Committee Roles | Chair: Compensation; Chair: Nominating & Governance; Member: Audit. |
| 2024 Attendance | >75% attendance for every director; Board met 9x; Audit 5x; Comp 5x; Nom/Gov 1x. |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard for non-employee directors. |
| Committee chair fees | $15,000 (Compensation); $5,000 (Nominating & Governance) | Committee chair retainers. |
| Committee membership retainers | $10,000 (Audit); $7,500 (Compensation); $5,000 (Nominating & Governance) | Paid in addition to chair fees. |
| Total fees earned (cash) | $112,500 | Sum consistent with reported fees for Mr. Guarino. |
| Meeting fees | None disclosed | No per-meeting fees disclosed. |
Performance Compensation
| Equity Component (2024) | Grant Size | Vesting / Performance | Grant-Date Fair Value |
|---|---|---|---|
| Annual director RSU grant | 2,175 RSUs | Time-based; not tied to performance targets | $188,312. |
| Options to directors in 2024 | None | — | Company did not grant options to non-employee directors in 2024. |
Performance metrics tied to director compensation: None disclosed (director RSUs are time-based).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed. |
| Interlocks with customers/suppliers/competitors | None disclosed. |
Expertise & Qualifications
- Deep familiarity with SEI’s business and investment advisor segment from prior EVP role; technology and IT industry experience from CEO roles at WizeHive and Procurian; adds valuable perspective on SEI’s business activities.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 83,257 shares; less than 1% of outstanding. |
| Options exercisable within 60 days (included above) | 58,750 options. |
| Indirect holdings | Includes 12,106 shares held by a foundation and a family trust over which he shares voting/investment power. |
| Director RSUs outstanding (12/31/2024) | 3,941 RSUs (aggregate for each named director). |
| Shares pledged as collateral | No pledging noted for Mr. Guarino in proxy footnotes (pledges disclosed for A.P. West Jr. and W.M. Doran). |
| Ownership policy | Directors must hold equity equal to 5x annual cash retainer; company reports all directors and executive officers other than one are in compliance (names not specified). |
| Hedging policy | Directors and officers prohibited from hedging SEI securities. |
Governance Assessment
- Strengths
- Independent director with dual committee chair roles (Compensation; Nominating & Governance) and Audit membership—central to pay, oversight, and refreshment; >75% attendance threshold met across the Board; regular executive sessions led by Lead Independent Director.
- No related-party transactions involving Mr. Guarino disclosed since Jan 1, 2024; company enforces Audit Committee pre-approval and director recusal for related-party matters.
- Robust director ownership policy and hedging prohibition support alignment; company states broad compliance with ownership guidelines.
- Watch items / potential investor focus
- RED FLAG: 2024 Say-on-Pay received 61.8% support, which is relatively low; as Compensation Committee Chair, Mr. Guarino may face heightened scrutiny on responsiveness to shareholder feedback. The Board reports subsequent adoption of an Executive Severance and Change of Control Plan and transparency enhancements to address concerns. Monitor 2025 Say-on-Pay outcome and any changes to incentive design.
- Board retirement policy (no nominations after age 75, with transitional carve-out through 2028) supports refreshment; Mr. Guarino (age 67) falls well within policy.
- Section 16 compliance
- Company disclosed two late Section 16 filings by other individuals; no late filings attributed to Mr. Guarino.
Director Compensation (Summary)
| Year | Cash Fees | Stock Awards (RSUs) | Options | Total |
|---|---|---|---|---|
| 2024 | $112,500 | $188,312 | $0 | $300,812. |
Insider Filings Snapshot
| Item | 2024 Status |
|---|---|
| Section 16(a) timeliness (Mr. Guarino) | No late filings attributed to Mr. Guarino; company noted two late filings for other individuals. |
Committee Assignments (Current)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 5. |
| Nominating & Governance | Chair | 1 (nominee consideration). |
| Audit | Member | 5. |
Other Notes
- Class and term: Director with term expiring at the 2027 annual meeting.
- Board activity: Board met 9 times in 2024; each director attended >75% of Board and committee meetings.
No related-party transactions involving Mr. Guarino were disclosed for 2024–2025.