Bradley Gross
StagwellAbout Bradley J. Gross
Independent director at Stagwell Inc. (STGW) since March 7, 2017; age 52. Gross is Global Co‑Head of Private Equity within Goldman Sachs Asset Management and sits on the Asset Management Corporate Investment Committee, Corporate Growth Investment Committee, and the Firmwide Retirement Committee, bringing deep TMT investing and valuation creation expertise to the board . The board deems all nominees independent under Nasdaq rules except the CEO/Chair (Mark Penn) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Asset Management | Global Co‑Head of Private Equity; previously led TMT investing; earlier Real Estate Principal Investment Area | Joined 1995; rejoined 2000; MD 2007; Partner 2012; current role ongoing | Member: Asset Management Corporate Investment Committee, Asset Management Corporate Growth Investment Committee, Firmwide Retirement Committee |
| MDC Partners / Stagwell Inc. | Director | Director since Mar 7, 2017 | Human Resources & Compensation Committee member (independent) |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Slickdeals, LLC | Director | Board service disclosed in STGW proxy |
| MyEyeDr. | Director | Company owned by Goldman Sachs; STGW subsidiary provides PR services to MyEyeDr. |
| Aptos, Inc. | Director | Board service disclosed in STGW proxy |
Board Governance
- Independence: Board determined all nominees except the CEO/Chair are independent under Nasdaq rules; Gross is listed as an independent nominee .
- Committee assignments: Human Resources & Compensation Committee member (HRCC; chair: Desirée Rogers; other members: Irwin Simon) .
- Attendance: Board met/acted 8x in 2024; HRCC 6x; all incumbent directors attended ≥75% of aggregate Board and committee meetings; all directors at 2024 annual meeting attended per policy .
- Lead Independent Director: Irwin D. Simon .
- Executive sessions: Non‑employee directors may meet in executive session with the Lead Independent Director presiding, typically alongside regular meetings .
- HRCC interlocks: None; HRCC members (including Gross) were not employees/officers and had no Item 404 relationships in their committee roles; HRCC issued its report recommending inclusion of CD&A .
Fixed Compensation (Director)
| Year | Cash Retainer | Committee/Chair Fees | Equity (RSUs) | Total | Notes |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | Mr. Gross received no board compensation under a purchase agreement with Goldman Sachs |
| Policy (for other non‑employee directors) | $70,000 Board retainer | Audit member $10,000; HRCC member $5,000; Nominating member $5,000; Audit chair $20,000; HRCC chair $15,000; Nominating chair $15,000 | Annual RSUs equal to $150,000 FMV, vesting after ~1 year | — | Directors may elect cash in stock; annual equity vests in ~1 year |
Performance Compensation (Director)
- Not applicable. Non‑employee directors generally receive time‑based RSUs (no performance metrics); Mr. Gross received no equity grants in 2024 per the Goldman Sachs purchase agreement .
Other Directorships & Interlocks
| Company | Relationship to Gross | Potential Interlock/Transaction | 2024 Amount/Detail |
|---|---|---|---|
| Goldman Sachs (significant STGW stockholder) | Partner | STGW subsidiaries provided marketing/PR services to Goldman Sachs | ~$2,671,000 revenue recognized by STGW in 2024 |
| MyEyeDr. (owned by Goldman Sachs) | Director | STGW subsidiary provides PR services to MyEyeDr. | ~$363,000 revenue recognized by STGW in 2024 |
| STGW share repurchase from GS affiliates | Goldman Sachs affiliate counterparty | Company repurchased 4,000,000 STGW shares at $6.34 per share | $25,360,000 aggregate repurchase price on June 13, 2024 |
Related Party Transactions oversight: STGW has a written Related Party Transactions Policy; Audit Committee reviews/approves and reviewed these transactions .
Expertise & Qualifications
- Private equity leadership, risk management, and TMT investing track record; extensive board experience .
- Independence and governance orientation via HRCC service; no HRCC interlocks and non‑employee status .
Equity Ownership
| Holder | Direct Shares | Indirect/Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|---|
| Bradley J. Gross | 0 | 13,279,932 | 4.9% | Indirect through Goldman Sachs parties; Mr. Gross is a partner of Goldman Sachs & Co. LLC |
- Hedging/Pledging: Board policy prohibits hedging and limits pledging; currently, no stock is hedged or pledged by any officers or directors .
- Director equity grants outstanding: Non‑management directors other than Mr. Gross received 22,762 RSUs on June 12, 2024; Mr. Gross had no such awards as he receives no board compensation per GS agreement .
Governance Assessment
- Strengths
- Independent status, >75% attendance, and active role on HRCC, which met six times in 2024 and affirmed pay governance processes; no HRCC interlocks .
- Deep finance/TMT experience and multi‑committee leadership at GSAM augment board oversight of capital allocation and risk .
- Company‑wide clawback policy; prohibition on hedging and limited pledging; robust related‑party review framework .
- High say‑on‑pay support (99% at 2024 annual meeting), reflecting shareholder endorsement of compensation oversight under HRCC’s remit .
- Risk indicators / RED FLAGS
- Significant related‑party exposure via Goldman Sachs: (i) services sold to GS ($2.67M) and MyEyeDr. ($0.36M) and (ii) $25.36M issuer repurchase from GS affiliates; while reviewed under the related party policy, these ties can present perceived conflicts for a GS partner serving on HRCC .
- Concentrated ownership dynamics: Goldman Sachs beneficially held ~4.9% and Mr. Gross’s beneficial ownership is indirect via GS, potentially aligning him with a large shareholder’s perspective; continued disclosure and recusal practices are important mitigants .
- Director pay alignment atypical: Mr. Gross receives no director cash or equity, which avoids direct compensation conflicts but also reduces standard equity‑based alignment used for board members (though his GS‑linked beneficial interest is material) .
Overall: Governance controls (independence determinations, RPT policy, clawback, no hedging/pledging) are strong, but the breadth of Goldman Sachs touchpoints (services revenue, share repurchase, beneficial ownership) creates ongoing conflict‑perception risk that warrants continued Audit Committee oversight and documented recusals where appropriate .