Evelyn S. Dilsaver
About Evelyn S. Dilsaver
Evelyn S. Dilsaver, 69, has served on Somnigroup International Inc.’s Board since December 2009; she is a certified public accountant with a B.S. in accounting from California State University–Hayward and previously served as President & CEO of Charles Schwab Investment Management and as CFO of U.S. Trust Company . The Board has determined she is independent under NYSE rules; all Audit Committee members (she chairs) are deemed “audit committee financial experts,” reflecting her accounting and financial management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles Schwab Investment Management | President & CEO | Jul 2004 – Sep 2007 | Led asset management products/services; senior executive leadership |
| The Charles Schwab Corporation | Executive VP/Senior VP (Asset Mgmt Products & Services) | Various roles since Dec 1991 | Senior management of investment products |
| U.S. Trust Company | Chief Financial Officer | Not disclosed | Corporate finance leadership |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| HealthEquity, Inc. (HQY) | Director | Current | Chair, Nominating, Governance & Sustainability; Member, Talent Compensation & Culture |
| PACS Group, Inc. (PACS) | Director | Current | Chair, Nominating & Corporate Governance; Member, Compensation; Member, Audit |
| QuidelOrtho Corporation (QDEL) | Director | Current | Not disclosed |
| Bailard Private Real Estate Fund | Director | Current | Not disclosed |
| Protiviti Inc. | Advisory Board Member | Current | Not disclosed |
| Aeropostale | Director | Prior | Not disclosed |
| Blue Shield of California | Director | Recent prior | Not disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Determined independent under NYSE rules (board majority independent); Audit Committee members designated as “audit committee financial experts” .
- Attendance: Board held seven meetings in 2024; each director attended more than 75% of combined Board and committee meetings; all directors attended the May 9, 2024 annual meeting .
- Executive sessions: Independent directors met several times without management, led by the Lead Director .
- Committee activity: Audit Committee met 6 times; Nominating & Corporate Governance Committee met 4 times in 2024 .
Fixed Compensation
| Component (2024 Board Year) | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $110,000 | Paid in equal quarterly installments |
| Audit Committee Chair Retainer | $20,000 | Chair premium |
| Total Cash Fees (2024 paid) | $130,000 | Fees earned/paid in 2024 reflect 2023 H2 + 2024 YTD |
| Annual Equity Award Target | $150,000 | Granted as RSUs |
| RSUs Granted (#) | 2,778 | Grant date fair value $149,984 |
Notes: No committee member retainer; no meeting fees; reimbursement of reasonable expenses; Lead Director retainer applies to Mr. Neu, not Ms. Dilsaver .
Performance Compensation
- Non-employee directors receive time-based RSUs; there are no performance-based equity awards, AIP, or PSU metrics for directors. Annual equity awards are RSUs targeted at $150,000; 2,778 RSUs were granted to Ms. Dilsaver with grant date fair value $149,984 .
Other Directorships & Interlocks
| Company | Sector Overlap with SGI | Interlock Risk | Notes |
|---|---|---|---|
| HealthEquity (HQY) | Healthcare/Financial services | Low (no disclosed customer/supplier ties to SGI) | Committee chair and member roles |
| PACS Group (PACS) | Post-acute healthcare | Low | Committee chair and member roles |
| QuidelOrtho (QDEL) | Diagnostics | Low | Director |
| Bailard Private RE Fund | Real estate | Low | Director |
| Protiviti | Consulting | Low | Advisory board |
No related-party transactions involving Ms. Dilsaver are disclosed; related-party arrangements disclosed pertain to director Simon John Dyer’s joint ventures, with safeguards via the Related Party Transactions Policy and recusal .
Expertise & Qualifications
- CPA; significant accounting, auditing, and financial skills; former CFO and asset management executive .
- Board and governance experience across multiple public companies and sectors .
- Audit Committee leadership and financial expert qualification via Audit Committee designation .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 151,580 | As of March 18, 2025 |
| Ownership % of Class | <1% | “Represents ownership of less than 1% of class” |
| Options exercisable within 60 days | — | No options or rights scheduled within 60 days |
| Anti-Hedging/Pledging | Prohibited | Company-wide policy prohibiting hedging and pledging |
| Director Stock Ownership Guideline | 5x annual base fee | Directors must meet within five years; retention of 50% of net after-tax shares until compliant |
| Guideline Compliance (2024) | In compliance | All executives and Directors maintained compliance in 2024 |
Governance Assessment
- Positives: Independent director; Audit Chair with audit committee financial expert designation; strong board engagement (7 meetings; >75% attendance); anti-hedging/pledging policy; robust stock ownership guidelines with compliance; no related-party exposures disclosed for Ms. Dilsaver; director compensation mix balanced between cash retainer and equity RSUs; independent compensation consultant engaged for executive and director programs; strong investor support on say-on-pay (98% approval in 2024) .
- Watch items: Multiple outside public company commitments warrant ongoing monitoring of time/attention, though no attendance shortfalls are disclosed; no overlapping ties with SGI’s key counterparties disclosed in proxy .
- Governance structure: Related Party Transactions Policy administered by Nominating & Corporate Governance Committee; executive sessions led by Lead Director; committee self-evaluations conducted annually; Audit Committee oversight extends to cybersecurity, ESG disclosure controls, and legal/compliance .
RED FLAGS: None disclosed specific to Ms. Dilsaver. Anti-hedging/pledging policy reduces alignment risk; no Section 16(a) filing delinquencies reported for 2024 .