Charlene Barshefsky
StagwellAbout Charlene Barshefsky
Ambassador Charlene Barshefsky, age 74, has served as an independent director of Stagwell Inc. since April 8, 2019 and is a member of the Audit Committee. Her background includes service as U.S. Trade Representative (1997–2001) and Acting/Deputy USTR (1993–1996), Senior International Partner at WilmerHale (2001–March 2021), and Chair of Parkside Global Advisors (since April 2021). She currently serves on the board of The Estée Lauder Companies, is a trustee of the Howard Hughes Medical Institute, and a member of the Council on Foreign Relations. The Board classifies her as independent under Nasdaq rules, and all incumbent directors attended at least 75% of Board/committee meetings in 2024 and attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Office of the U.S. Trade Representative | U.S. Trade Representative (Cabinet) | 1997–2001 | Chief trade negotiator; principal trade policymaker; negotiated complex market access/regulatory/investment agreements globally |
| Office of the U.S. Trade Representative | Acting & Deputy USTR | 1993–1996 | Senior trade policy leadership |
| WilmerHale | Senior International Partner | 2001–March 2021 | Advised multinationals on market access, regulatory, investment and M&A strategies in major markets |
| Parkside Global Advisors | Chair | Since April 2021 | Leadership of advisory firm |
External Roles
| Organization | Capacity | Status |
|---|---|---|
| The Estée Lauder Companies | Director | Current |
| Howard Hughes Medical Institute | Board of Trustees (member) | Current |
| Council on Foreign Relations | Member | Current |
| American Express Company | Director | 2001–2023 (Prior) |
| Intel Corporation | Director | 2004–2018 (Prior) |
| Starwood Hotels & Resorts | Director | 2004–2016 (Prior) |
Board Governance
- Committee assignments: Audit Committee member (committee currently comprised of Wade Oosterman, Chair; Charlene Barshefsky; and Eli Samaha). The Board determined all members are independent and financially sophisticated; Mr. Oosterman is the audit committee financial expert.
- Independence: The Board determined all nominees except the CEO/Chair (Mark Penn) are independent under Nasdaq rules.
- Audit Committee oversight scope: Reviews financial statements; oversees external auditor engagement/independence; internal controls; risk oversight including cybersecurity reporting; compliance with policies; and recommends inclusion of audited financials in the 10-K (Audit Committee report signed by Oosterman, Barshefsky, Samaha).
- Attendance: In 2024 the Board met/acted 8 times; Audit 7; HRC 6; NCG 3. Each incumbent director attended ≥75% of meetings of the Board and their committees; all directors attended the 2024 annual meeting.
- Lead Independent Director & executive sessions: Board combines Chair/CEO roles but designates a Lead Independent Director (Irwin Simon); non‑employee directors meet in executive session with the Lead Independent Director presiding in conjunction with each regularly scheduled Board meeting.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Non‑employee director cash retainer per policy |
| Audit Committee member retainer | $10,000 | Additional cash retainer for Audit members |
| Meeting fees | $0 | No meeting fees; reasonable expenses reimbursed |
| Cash actually earned (FY2024) | $80,000 | Barshefsky’s FY2024 cash compensation |
Performance Compensation
| Grant Date | Award Type | Units/Shares | Vesting | Grant-Date Fair Value | Performance Metrics |
|---|---|---|---|---|---|
| 2024-06-12 | RSUs | 22,762 | Cliff vest on first anniversary (subject to service) | $150,002 | None; time-based director RSUs; no performance conditions |
Director equity under the Non‑Employee Director Compensation Policy is an annual RSU grant sized at $150,000 divided by grant‑date fair value; vests after ~1 year (minimum 50 weeks if annual meetings are closer). No meeting fees; directors may elect to receive cash retainers in stock.
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict at STGW |
|---|---|---|
| The Estée Lauder Companies | Director | No related-party transactions disclosed involving Barshefsky/ELC |
| American Express; Intel; Starwood (prior) | Director (prior) | Historical roles; no STGW related-party disclosures tied to Barshefsky |
| Parkside Global Advisors | Chair | No related-party transactions disclosed involving Barshefsky |
- Related-party transactions: 2024 disclosures involve entities affiliated with Mark Penn, Jay Leveton, Goldman Sachs/Mr. Gross, Stagwell Media LP majority owner affiliates, and a share repurchase from Goldman Sachs affiliates; none attribute a transaction to Barshefsky. All related-party transactions are reviewed/approved by the Audit Committee under a written policy.
Expertise & Qualifications
- Distinguished policymaker and negotiator with deep global regulatory expertise (former USTR; extensive trade agreement negotiations).
- Senior global advisory experience to multinationals on market access, regulatory and cross-border transactions (WilmerHale).
- Public company board experience across leading consumer and technology companies; Board notes her ability to assess regulatory risks and broad director experience as key qualifications.
- Financially sophisticated independent Audit Committee member per Board determinations.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Notable Details |
|---|---|---|---|
| Charlene Barshefsky | 160,966 | <1% (*) | Includes 22,762 unvested RSUs scheduled to vest on June 12, 2025 |
- Hedging/pledging: Company prohibits hedging and limits pledging to 40% of owned shares with approval; currently, no stock is hedged or pledged by any officer or director.
- Outstanding shares reference (for context at record date 2025 annual meeting): 267,136,977.
Governance Assessment
- Independence and committee work: Barshefsky is an independent director serving on the Audit Committee, which the Board deems fully independent and financially sophisticated; she co‑signed the Audit Committee report recommending inclusion of the 2024 audited financials—supportive of investor confidence in oversight.
- Attendance and engagement: The Board/committees were active in 2024, and each incumbent director—including Barshefsky—met or exceeded the 75% attendance threshold and attended the annual meeting, indicating engagement.
- Director compensation and alignment: 2024 pay of $230,002 (cash $80,000; RSUs $150,002) aligns with policy emphasizing equity; annual RSU grants vest after ~one year to encourage ownership continuity.
- Equity ownership and policies: She beneficially owns 160,966 shares (<1%); strong policy environment with anti‑hedging, limited pledging (none currently), and majority voting policy for directors.
- Shareholder voting signals:
- 2024 director election results for Barshefsky: For 218,885,989; Withheld 20,052,371; Broker non‑votes 6,317,490.
- 2024 Say‑on‑Pay (advisory) passed with For 237,415,785; Against 1,245,622; Abstain 276,953; Broker non‑votes 6,317,490; the Company also cites >99% support at the 2024 annual meeting.
- Related-party risk: No related‑party transactions were disclosed involving Barshefsky; the company maintains a formal Related Party Transactions Policy with Audit Committee oversight.
RED FLAGS: None disclosed specific to Barshefsky (no related‑party dealings, no hedging/pledging, independent status, and adequate attendance). Monitor ongoing director election support and any future interlocks that could create perceived conflicts, particularly given STGW’s client base in consumer sectors.
Director Compensation (FY2024) – Detail
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards (Grant Date Fair Value) | $150,002 |
| Total | $230,002 |
| 2024 RSU Grant (Units) | 22,762 (granted June 12, 2024; vests first anniversary) |
Say‑on‑Pay & Shareholder Feedback (context)
| Proposal (2024 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 237,415,785 | 1,245,622 | 276,953 | 6,317,490 |
The 2025 proxy also notes Say‑on‑Pay support exceeded 99% at the 2024 meeting, and the committee made no changes to program design as a result.
Director Election Support (2024)
| Nominee | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Charlene Barshefsky | 218,885,989 | 20,052,371 | 6,317,490 |
Comparative context: Several nominees received higher For votes with notably fewer Withheld votes; continued monitoring of director‑specific support is prudent for governance engagement.
Related‑Party Transactions (screen for conflicts)
- 2024 transactions involved entities affiliated with the CEO/Chair (Mark Penn), President (Jay Leveton), Goldman Sachs (director Bradley Gross, partner), and Stagwell Media LP majority owner affiliates; none were attributed to Barshefsky.
- All related‑party transactions are reviewed/approved under a written policy by the Audit Committee.