Brandt Vaughan
StagwellAbout Brandt Vaughan
Brandt Vaughan, 58, has served as an independent director of Stagwell Inc. since August 2, 2021. He is Chief Operating Officer and Chief Investment Officer of Ballmer Group, overseeing operating, public and private equity investing and philanthropic investing across assets including the Los Angeles Clippers and LA Forum; previously he led enterprise-wide strategic planning at Microsoft and served as CFO for Microsoft’s centralized marketing and business development functions over a more than decade-long tenure. He was originally designated as a nominee by Stagwell Media pursuant to rights under the Transaction Agreement and later renominated by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Led enterprise-wide strategic planning and analysis; CFO for centralized marketing and business development | More than a decade (dates not disclosed) | Strategic finance, operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ballmer Group | Chief Operating Officer & Chief Investment Officer | Since 2014 | Manages operating, public/private equity and philanthropic investing; assets include LA Clippers and LA Forum |
| One Community | Director | Current | Non-profit board |
| LA Clippers Foundation | Director | Current | Non-profit board |
Board Governance
- Independence: The Board determined all nominees except the CEO (Mark Penn) are independent under Nasdaq rules; Vaughan is independent .
- Committee assignments: None. He is not listed as a member of the Audit, Human Resources & Compensation, or Nominating & Corporate Governance Committees .
- Attendance: In 2024, the Board met or acted by written consent 8 times; committees met Audit (7), Compensation (6), Nominating (3). Each incumbent director attended at least 75% of the aggregate Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Board leadership and executive sessions: Lead Independent Director is Irwin Simon; non‑employee directors meet in executive session at each regular Board meeting .
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Board retainer (cash) | $70,000 |
| Committee member retainers | None (no committee assignments) |
| Committee chair fees | None |
| Equity grant (annual RSUs) | 22,762 RSUs granted June 12, 2024; grant-date fair value $150,002; vests on first anniversary |
| Cash-to-stock election | Elected to receive 2,566 shares on July 1, 2024 and 2,493 shares on Oct 1, 2024 in lieu of quarterly fees of $17,500 each |
| Meeting fees | None; policy does not pay meeting fees |
| Total 2024 director pay | $220,002 (cash $70,000; stock awards $150,002) |
Policy features: Non‑employee directors receive an annual cash retainer ($70,000) and annual RSUs ($150,000 value) with one‑year vesting; committee member and chair retainers apply when applicable; directors may elect to receive cash compensation in fully vested common stock; meeting attendance fees are not paid .
Performance Compensation
Directors do not have performance‑based pay; annual director RSUs vest based on service (minimum 50 weeks between annual meetings per plan amendment) and do not pay dividends before vesting . The company’s NEO long‑term incentives are tied to cumulative Adjusted EBITDA targets, illuminating pay‑for‑performance context for board oversight:
| LTIP Metric | FY 2022 Cycle | FY 2023 Cycle | FY 2024 Cycle |
|---|---|---|---|
| Cumulative Adjusted EBITDA Target ($USD Billions) | $1.425 | $1.425 | $1.325 |
| Award Outcome/Status | Minimum target not met; committee exercised discretion to vest 82% of target shares effective Mar 31, 2025 | Performance period 1/1/2023–12/31/2025; vesting on 3/1/2026 subject to performance and continued employment | Performance period 1/1/2024–12/31/2026; vesting on 3/8/2027 subject to performance and continued employment |
Plan safeguards: No automatic single‑trigger vesting on change of control; minimum 1‑year vesting; no dividends on unvested awards; no tax gross‑ups; no repricing/substitution without shareholder approval .
Other Directorships & Interlocks
| Entity | Type | Role/Connection |
|---|---|---|
| Stagwell Media LP | Shareholder nomination | Vaughan was originally designated as a nominee by Stagwell Media under the Transaction Agreement; later renominated by the Board |
| One Community | Non‑profit | Director |
| LA Clippers Foundation | Non‑profit | Director |
Expertise & Qualifications
- Deep experience in strategy, finance, and operations from Microsoft executive roles and current investment leadership at Ballmer Group .
- Exposure to large-scale asset management and philanthropy; governance oversight via non‑profit boards .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 151,821 |
| Ownership % of outstanding | <1% (asterisked in proxy) |
| Unvested director RSUs | 22,762 scheduled to vest June 12, 2025 |
| Hedging/Pledging | Company prohibits hedging by employees; pledging limited to 40% with approval; currently no stock is hedged or pledged by officers or directors |
Governance Assessment
- Strengths: Independent status; at least 75%+ attendance; equity alignment through RSUs and elective receipt of fees in stock; no related‑party transactions disclosed involving Vaughan; robust governance policies (majority voting, insider trading policy, code of conduct) .
- Board pay/incentives context: Executive compensation received strong shareholder support (99% say‑on‑pay approval in 2024), indicating investor confidence in oversight of pay practices .
- Constraints: No committee assignments limit direct involvement in audit, compensation, or nominating governance; beneficial ownership is below 1%, implying limited “skin‑in‑the‑game” by shares outstanding metric (typical for outside directors) .
- Potential conflicts and RED FLAGS:
- Designation by Stagwell Media (the controlling shareholder group) to the Board could raise perceived independence concerns despite Nasdaq independence determination; continued vigilance on related‑party oversight is warranted .
- No personal related‑party transactions disclosed for Vaughan; significant related‑party transactions exist elsewhere (CEO spouse, President spouse, Goldman Sachs affiliates), underscoring importance of independent Board review—Audit Committee oversight processes are described and active .
Overall: Vaughan brings strategic and financial acumen from Microsoft and Ballmer Group and aligns via equity grants and stock‑in‑lieu elections, but absence from key committees and initial nomination by the controlling shareholder are watchpoints for governance effectiveness and perceived independence .