William M. Doran
SEI INVESTMENTSAbout William M. Doran
William M. Doran (age 84) is an independent director nominee (Board member since March 1985) and currently serves as Chair of SEI’s Legal and Regulatory Oversight Committee. A retired partner of Morgan, Lewis & Bockius LLP (1976–2003), he is also a paid consultant to SEI and a long‑standing trustee/director across SEI‑sponsored funds and SEI subsidiaries, providing deep legal and regulatory expertise to the Board . The Board does not classify Mr. Doran as an independent director under Nasdaq rules; SEI’s proxy lists other directors as independent but does not include Mr. Doran in that group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan, Lewis & Bockius LLP | Partner (Retired) | Oct 1976 – Oct 2003 | Long tenure as outside counsel to SEI; brings legal/regulatory expertise to Board deliberations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SEI Tax Exempt Trust; SEI Daily Income Trust; SEI Institutional Managed Trust; SEI Institutional International Trust; SEI Asset Allocation Trust; SEI Institutional Investments Trust; SEI Catholic Values Trust; New Covenant Funds; Adviser Managed Trust; The Advisors’ Inner Circle Fund III; Gallery Trust; Schroder Series Trust; Schroder Global Series Trust | Trustee | Ongoing | Trusteeships across SEI‑sponsored/advised funds; significant oversight of regulated funds |
| SEI Investments Distribution Co.; SEI Investments (Asia) Limited; SEI Investments (Europe) Ltd.; SEI Global Nominee Ltd.; SEI Investments Global Fund Services Limited; SEI Investments Global, Limited; SEI Alpha Strategy Portfolios, L.P. | Director | Ongoing | Directorships at SEI subsidiaries/affiliates, indicating extensive involvement across SEI’s global legal entities |
| SEI Investments Company | Consultant | Ongoing | Consulting arrangement with SEI; disclosed in director compensation with monthly fee |
Board Governance
- Board classification and nomination: SEI’s Board is classified; Mr. Doran is nominated for a term expiring at the 2028 Annual Meeting .
- Committee assignments: Chair, Legal and Regulatory Oversight Committee; committee members are Doran, Miller, and Romeo .
- Independence: Not listed among directors the Board determines to be independent under Nasdaq rules .
- Attendance: The Board met nine times in 2024; each director attended more than 75% of Board and committee meetings. All directors then serving attended the 2024 Annual Meeting .
- Lead Independent Director and executive sessions: Kathryn M. McCarthy serves as Lead Independent Director; independent directors meet in regularly scheduled executive sessions without management .
- Board refreshment/retirement: Retirement policy prohibits nomination after age 75, but directors on the Board at initial approval may serve through the 2028 annual meeting (grandfathering). Mr. Doran is currently 84 and nominated for a term expiring in 2028 under this policy .
Fixed Compensation (Director)
| Component | 2024 Policy/Amount | 2024 Actual (Doran) |
|---|---|---|
| Annual cash retainer (non‑employee director) | $70,000 | Included in cash total |
| Committee chair fee – Legal & Regulatory Oversight | $15,000 | Included in cash total |
| Committee membership retainer – Legal & Regulatory Oversight | $7,500 | Included in cash total |
| Total cash fees earned | — | $92,500 |
Performance Compensation (Director)
| Equity Element | Structure | 2024 Granted/Outstanding |
|---|---|---|
| Annual RSU grant (non‑employee director) | Time‑based; not performance‑based | 2,175 RSUs granted in 2024 to each non‑employee director |
| 2024 Stock Awards (Grant‑date fair value) | Time‑based RSUs | $188,312 (Doran) |
| Options (legacy) | Directors did not receive option grants in 2024 | Doran held 85,500 options outstanding as of 12/31/2024 (aggregate for non‑employee directors listed) |
RSU awards to directors are time‑vested; no director option grants were made in 2024 .
Other Directorships & Interlocks
- Prior law firm provided significant legal services to SEI and its funds: Mr. Doran was a long‑time partner at Morgan, Lewis & Bockius LLP, “a firm that provides significant legal services to SEI, our subsidiaries and our mutual funds” .
- Extensive roles at SEI affiliates and SEI‑sponsored/advised funds: trustee/director across multiple SEI structures (see External Roles), indicating multiple interlocks within SEI’s ecosystem .
- Consulting and trustee fees: In 2024, Mr. Doran received trustee fees of $178,000 for serving as a trustee of approximately 13 SEI‑sponsored/administered funds, and $14,166 per month under a consulting agreement with SEI (included in “All Other Compensation”) .
Expertise & Qualifications
- Legal/regulatory expertise from decades as outside counsel to SEI and leadership across SEI’s regulated subsidiaries and funds. The Board cites his legal training, long‑standing involvement with SEI’s regulated entities, and service as Chair of the Legal and Regulatory Oversight Committee as key qualifications .
- Role alignment: Chairs the committee overseeing compliance with regulatory regimes across SEI and its subsidiaries .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 9,174,922 shares; 7.3% of outstanding |
| Shares acquirable within 60 days (options) | 58,750 shares |
| Pledged shares (RED FLAG) | 505,504 shares pledged as security to third parties, subject to adjustment |
| Disclaimed beneficial ownership detail | Includes 8,408,060 shares held in trusts for benefit of Mr. West’s children, where Mr. Doran is co‑trustee (disclaims beneficial ownership) |
| Director/Executive ownership policy | Directors must hold equity equal to 5x annual cash retainer; SEI states all directors and executive officers other than one comply as of March 2025 |
Governance Assessment
-
Strengths
- Chair of Legal & Regulatory Oversight; deep legal/regulatory background directly relevant to SEI’s risk profile and compliance obligations .
- Attendance above 75% alongside full Board; engagement evidenced by participation in 2024 Annual Meeting .
- Significant equity alignment through large reported beneficial ownership; company‑wide director ownership guidelines in place and broadly met .
-
Risk factors / Potential conflicts
- Not classified as independent; multiple financial relationships with SEI and SEI‑sponsored funds (consulting fees; trustee fees), elevating related‑party optics despite Board policy stating no Item 404 related‑person transactions since 1/1/2024 (note: director compensation and certain fund‑level fees are disclosed under Item 402 rather than Item 404) .
- Shares pledged (505,504) present alignment and liquidity‑driven risk; SEI prohibits hedging but disclosure indicates pledging occurs (RED FLAG) .
- Very long tenure and age above standard retirement threshold; service continuation is enabled by grandfathering through 2028 under Board policy, which may impact refreshment perceptions .
-
Broader governance context
- 2024 Say‑on‑Pay support was 61.8%; SEI responded with an Executive Severance and Change‑of‑Control Plan and equity vesting changes, reflecting responsiveness to investor feedback .
- Independent directors chair the Audit and Compensation Committees; the Legal & Regulatory Oversight Committee is chaired by Mr. Doran (not independent), which may be acceptable given committee purpose but is notable for oversight balance .
Director Compensation (Detail)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $92,500 |
| Stock Awards (RSUs) – Grant‑date fair value | $188,312 |
| Option Awards | — (none granted in 2024) |
| All Other Compensation (trustee fees + consulting) | $348,004 (trustee fees $178,000; consulting $14,166/month) |
| Total | $628,816 |
Non‑employee director policy in 2024: $70,000 cash retainer; committee chair fees—Audit $20,000, Compensation $15,000, Legal & Regulatory Oversight $15,000, Nominating & Governance $5,000; committee membership retainers—Audit $10,000; Compensation & Legal & Regulatory $7,500; Nominating & Governance $5,000; Lead Independent Director retainer $15,000. Annual 2,175 RSUs to each non‑employee director; no director option grants in 2024 .
Related‑Party Exposure (Conflicts)
- Law firm history: Former partner at Morgan, Lewis & Bockius LLP, which provides significant legal services to SEI, its subsidiaries, and its mutual funds .
- Consulting arrangement: Paid $14,166 per month under a consulting agreement with SEI (disclosed in director compensation) .
- Trustee fees: $178,000 in 2024 for serving as trustee across ~13 SEI‑sponsored/administered funds .
- Company policy: Audit Committee must review/approve related‑person transactions; SEI states no Item 404 related‑person transactions since January 1, 2024 (director compensation is disclosed under Item 402) .
Independence, Attendance & Engagement
- Independence status: Not listed as an independent director by the Board under Nasdaq rules .
- Attendance: >75% of Board and committee meetings in 2024; attended 2024 Annual Meeting .
- Executive sessions: Led by the Lead Independent Director (McCarthy); independent directors meet without management .
Notes on Insider Trades
- Form 4/insider trading data not provided in the proxy; SEI reports Section 16 filing compliance for 2024 with no director (including Mr. Doran) flagged for delinquencies in the year (exceptions cited were for other individuals no longer officers for Section 16 purposes) .
RED FLAGS: Not independent; paid consulting/trustee relationships with SEI and SEI‑sponsored funds; 505,504 shares pledged as collateral; very long tenure with grandfathered retirement exception through 2028 .