John P. McNiff
About John P. McNiff
John P. McNiff, age 64, is an independent director of Steel Partners Holdings GP Inc. (general partner of SPLP) and has served on the Board since July 15, 2009. He chairs the Audit Committee and the Corporate Governance & Nominating Committee, is a member of the Compensation Committee, and has been designated the Board’s “audit committee financial expert.” He holds a B.A. from Yale University and a J.D. from NYU School of Law, with a background spanning securities law, corporate development, asset management, and multi-committee board leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airgas (NYSE) | Vice President, Corporate Development | 1988–1991 | Public-company M&A/corporate development experience |
| Davis Polk & Wardwell LLP | Associate | 1986–1988 | Securities law foundation |
| Radnor Holdings Corporation | Co-founder; Senior Vice President | 1991–2004 | Diversified chemicals operating experience |
| Longwood Investment Advisors, Inc. | Co-founder; President | 1993–2005 | Asset management leadership |
| Chestnut Hill Academy | Head, Board of Trustees | 2007–2011 | Governance leadership (non-profit) |
| Various boards (Colonial Penn Insurance, Lincoln Mortgage, Chartwell Investment Partners, Insurance Capital Management, Cooke & Bieler, Alliance Healthcare, Radnor Holdings) | Director/Trustee | Various | Broad governance exposure across financial and industrials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Discovery Capital Management, LLC | Chairman | 2004–present | Multi-strategy hedge fund leadership |
| ICM Insurance (NY corp.) | Director | 1999–present | Insurance sector board experience |
| Yale University | Sterling Fellow; Board member, Jackson Institute for Global Affairs | Through 2019 | Academic/governance ties; Jackson Institute board through 2019 |
Board Governance
- Independence: The Board affirmatively determined Mr. McNiff is independent under NYSE rules .
- Meeting attendance: In 2024, the Board met 9 times; every director attended at least 75% of Board and applicable committee meetings. All directors attended the 2024 Annual Meeting (virtual) .
- Executive sessions: Independent directors meet in executive session at least twice annually; there is no Lead Independent Director (all three standing committees are fully independent) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Chair | 6 | Designated “audit committee financial expert”; oversees financial reporting, internal controls, legal/compliance, ESG financial reporting, and related-person transaction approvals |
| Compensation Committee | Member | 3 | Oversees director/executive pay (where not delegated), plans, and governance; all members independent |
| Corporate Governance & Nominating | Chair | 2 | Oversees board composition, independence determinations, shareholder engagement, and board/management evaluations |
Fixed Compensation
| Director | Year | Cash Fees ($) | Equity ($) | Total ($) |
|---|---|---|---|---|
| John P. McNiff | 2024 | 169,420 | 93,500 | 262,920 |
Director compensation program structure (applies to non-management directors):
- Cash: Annual retainer $93,500; Audit Chair $41,600; Compensation Chair $20,800; Corporate Governance & Nominating Chair $15,600; per-committee meeting fees $1,560 .
- Equity: Restricted LP Units valued at $93,500 annually, granted quarterly, vest immediately; unit count uses 20-trading-day VWAP prior to grant .
Performance Compensation
| Element | Grant/Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted LP Units (Directors) | Quarterly grants sized to $93,500 annual value (20-day VWAP) | Immediate vesting | None disclosed (time-based only); no options/SARs granted to directors, officers, or employees under company policy |
No director-level severance, change-in-control, or performance metric framework is disclosed for non-management directors in the proxy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| ICM Insurance | Not stated as public | Director (since 1999) | No SPLP counterparty interlock disclosed |
| Discovery Capital Management | Private (investment mgr.) | Chairman (since 2004) | No SPLP counterparty interlock disclosed |
The proxy does not disclose any current public-company directorships for Mr. McNiff or interlocks with SPLP competitors/suppliers/customers; historical board service listed above appears predominantly private or not characterized as public in the filing .
Expertise & Qualifications
- Audit and financial expertise: “Audit committee financial expert” with accounting/financial management expertise per NYSE and SEC rules .
- Legal/securities background (NYU J.D.; Davis Polk associate), investment and operating experience (hedge fund chair; prior SVP at Radnor) .
- Governance leadership: Chairs two key committees (Audit; Corporate Governance & Nominating); long SPLP tenure since 2009 supports institutional knowledge .
Equity Ownership
| Holder | LP Units Beneficially Owned | % of Units Outstanding | Notes |
|---|---|---|---|
| John P. McNiff | 190,623 | <1% (denoted “*”) | Beneficial ownership per SEC rules |
Breakdown of Mr. McNiff’s reported holdings:
- 71,456 LP Units held directly .
- 45,816 LP Units via the John and Evelyn McNiff Trust (co-trustee; disclaims except pecuniary interest) .
- 73,351 LP Units via the Evelyn B Olin Irrevocable Trust (co-trustee; disclaims except pecuniary interest) .
- None of the non-management directors, including Mr. McNiff, had unvested restricted LP Units outstanding as of 12/31/2024 .
- Hedging policy: Directors are prohibited from hedging/monetization transactions, except in limited cases with prior approval .
Insider transactions and compliance:
- Section 16(a) compliance: The company reported late filings for two other directors (Karros, Rosen) due to gift transactions; no late filings noted for Mr. McNiff in 2024 .
Related-Party Exposure and Conflicts Oversight
- Related-person transaction policy: The Audit Committee (which Mr. McNiff chairs) must review/approve related-person transactions (compensation matters are delegated to the Compensation Committee) .
- Manager agreement: SPLP is managed by SP General Services LLC (affiliated with the Executive Chairman/President) under a management agreement; 2024 Management Fee was $15.056 million (net) and reimbursable expenses were $2.532 million, both overseen within board/Audit processes .
- Incentive Units: SPH SPV (managed by the Executive Chairman) earned 76,323 Class C Units for 2024 performance; these converted into LP Units in March 2025, a recurring incentive structure monitored by the Board/Audit Committee .
Governance Assessment
Strengths
- Independent director with deep audit, legal, and financial credentials; designated “audit committee financial expert.” Chairs Audit and Corporate Governance & Nominating; member of Compensation Committee .
- Engagement: Attended at least 75% of Board/committee meetings; entire Board attended the 2024 Annual Meeting; independent directors hold executive sessions at least twice annually .
- Alignment: Holds 190,623 LP Units; director equity grants are in LP Units that vest immediately; hedging prohibited by policy .
Risks / RED FLAGS to Monitor
- No Lead Independent Director; significant managerial influence via the Manager and designated directors could heighten conflict risk; places greater onus on Audit and Governance committees (both chaired by Mr. McNiff) for rigorous oversight .
- Related-party structures are material (management fee, incentive units, reimbursements); while subject to Audit Committee review, the magnitude and recurring nature warrant continued scrutiny for fairness and independence .
- Concentrated ownership and governance provisions: SPL beneficially owned ~35.3% as of the record date; NOL protective provisions can constrain ownership changes and may have anti-takeover effects, requiring balanced board oversight of investor impact .
Appendix: Programmatic Director Compensation Details (Reference)
| Compensation Type | Amount ($) |
|---|---|
| Annual cash retainer | 93,500 |
| Audit Committee Chair (annual) | 41,600 |
| Compensation Committee Chair (annual) | 20,800 |
| Corporate Governance & Nominating Chair (annual) | 15,600 |
| Per-committee meeting fee | 1,560 |
| Annual equity (Restricted LP Units; granted quarterly) | 93,500 |