Carmen V. Romeo

About Carmen V. Romeo

Carmen V. Romeo is an independent director of SEI Investments Company, age 81, serving on the Board since June 1979; he previously served as SEI’s Treasurer and Chief Financial Officer from 1979–1996 and as Executive Vice President from 1985–2004, and was a certified public accountant with Arthur Andersen & Co. prior to joining SEI . The Board has determined Mr. Romeo is independent under NASDAQ Rule 5605(a)(2) and has designated him as an “audit committee financial expert” under SEC rules . His current title is Private Investor, with deep familiarity with public company accounting, financial management, SEI’s businesses, and its technology and asset management solutions .

Past Roles

External Roles

• None disclosed in SEI’s 2025 Proxy Statement biography for Mr. Romeo (no other public company boards listed) .

Board Governance

• Committee assignments: Audit Committee (Chair); Nominating & Governance Committee (Member); Legal & Regulatory Oversight Committee (Member) .
• Independence: The Board determined Mr. Romeo is an independent director under Nasdaq Rule 5605(a)(2) and is an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
• Attendance and engagement: The Board met nine times in 2024; each director attended more than 75% of Board and assigned committee meetings. Audit Committee held five meetings; Nominating & Governance held one; Legal & Regulatory Oversight held four .
• Board leadership context: Kathryn M. McCarthy serves as Lead Independent Director; independent directors hold regular executive sessions without management .
• Board refreshment: Retirement policy generally prohibits nominations after age 75, but directors on the Board at policy adoption are permitted to serve through the 2028 annual meeting, enabling continued service for Mr. Romeo (term expires 2027) .

Fixed Compensation

Performance Compensation

• Option awards: SEI did not grant options to non-employee directors in 2024; as of Dec 31, 2024, Mr. Romeo held 75,500 outstanding options (aggregate director option holdings list shows Mr. Romeo’s total) .

Other Directorships & Interlocks

• None disclosed for Mr. Romeo (no current public company boards or listed committee roles externally) .
• Related-party transactions: SEI reports no related person transactions since January 1, 2024; Audit Committee pre-approves any such transactions per policy .

Expertise & Qualifications

• Audit and accounting: Former CFO/Treasurer; designated “audit committee financial expert” per SEC rules .
• SEI operational familiarity: Decades of leadership across investment advisors business; knowledge of SEI’s technology and asset management solutions .
• Governance: Serves as Audit Chair; member of Legal & Regulatory Oversight and Nominating & Governance Committees; independence affirmed under Nasdaq rules .

Equity Ownership

Breakdown of beneficial holdings (footnotes):

• Includes 1,065,680 shares in the Carmen V. Romeo 2012 Children’s Trust; 1,059,488 shares in the Carmen V. Romeo 2019 GST Exempt Children’s Trust; and 243 shares held by Mr. Romeo’s wife .
• Ownership computed against 125,744,605 shares outstanding as of March 20, 2025 .

Stock ownership policy and alignment:

• Directors must hold equity valued at 5x annual cash retainer; at least 50% must be direct common shares. All directors and executive officers other than one are in compliance as of March 2025 .

Governance Assessment

• Positives:

  • Deep financial acumen as former CFO/Treasurer and designated audit committee financial expert supports robust audit oversight .
  • High ownership (2.3%) aligns interests with shareholders; no pledging disclosed for Mr. Romeo; directors subject to stock ownership and clawback policies .
  • Strong committee coverage (Audit Chair; Legal & Regulatory; Nominating & Governance) and Board reports good meeting attendance (each director >75%) .

• Potential concerns and monitoring points:

  • Tenure and age: At 81 with service since 1979, longevity and board retirement exemptions through 2028 could raise refreshment and independence optics despite formal independence status .
  • Prior executive role at SEI may create perceived familiarity risks, though no related-party transactions are reported and independence is affirmed .
  • Board-level pledging by other directors (West, Doran) poses a governance red flag broadly; while not attributed to Mr. Romeo, it impacts overall board risk profile .

• Shareholder sentiment signal: 2024 Say-on-Pay passed with 61.8% support—lower than prior years—prompting adoption of standardized executive severance and change-of-control plan; indicates Board responsiveness to investor feedback (not specific to director pay but relevant to governance) .

• Director compensation structure: Balanced cash (retainer/committee fees) plus time-based RSUs; no performance-conditioned equity for directors, which reduces pay-risk but limits direct pay-for-performance linkage at the director level .

• RED FLAGS summary:

  • Board refreshment exceptions allowing service beyond age 75 through 2028; relevant to Mr. Romeo’s continued tenure at age 81 .
  • Board-level share pledging by other directors (not Mr. Romeo) .

Overall, Mr. Romeo’s audit leadership, financial expertise, and meaningful ownership support investor confidence in oversight quality; refreshment optics and legacy ties warrant continued monitoring, balanced by formal independence, strong attendance, and absence of related-party transactions .