Anilu Vazquez-Ubarri
TPGAbout Anilu Vazquez‑Ubarri
Chief Operating Officer (since Sept 2023) and management director at TPG; board member since TPG Inc.’s inception. Age 48; BA Princeton (History & Latin American Studies, cum laude) and JD Fordham Law; previously Global Head of Talent and Chief Diversity Officer at Goldman Sachs and associate at Shearman & Sterling in Executive Compensation & Employee Benefits . Compensation decisions are informed by firm profitability and metrics such as AUM, after‑tax distributable EPS, Fee‑Related Earnings (FRE) and FRE margin; her IPO PRSUs use market‑price hurdles that were achieved at 1.5x on Mar 22, 2024 and 2.0x on Oct 22, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TPG | Chief Human Resources Officer | 2018–Sep 2023 | Built talent platform; founding executive sponsor of TPG NEXT to seed/accelerate diverse emerging managers . |
| Goldman Sachs | Global Head of Talent; Chief Diversity Officer | 2007–2018 | Led global talent and diversity strategy; senior leadership experience in human capital . |
| Shearman & Sterling LLP | Associate, Executive Compensation & Employee Benefits | 2002–2007 | Technical expertise in compensation design and benefits law . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Upwork, Inc. | Director | Current | Public company board service . |
| Greenhouse Software, Inc. | Director | Current | Private company board . |
| TPG Pace Beneficial II Corp | Director | Prior 5 years | Former public company SPAC director . |
| Vera Institute of Justice; Charter School Growth Fund | Director/Trustee | Current | Non‑profit governance roles . |
Fixed Compensation
Multi‑year summary for Named Executive Officer (NEO).
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 509,615 | 500,000 |
| Stock Awards (ASC 718) ($) | 7,944,100 | 1,506,017 | 5,562,530 |
| All Other Compensation ($) | 5,183,798 | 3,423,972 | 4,545,499 |
| Total Compensation ($) | 13,627,898 | 5,439,604 | 10,608,029 |
| 401(k) Employer Contribution ($) | — | — | 10,350 |
| Umbrella Liability Premium ($) | — | — | 2,164 |
| Financial Planning Perquisite ($) | — | — | 25,755 |
Notes:
- TPG does not pay discretionary cash bonuses; variable pay is via partnership performance allocations and equity .
- Benefits/perquisites framework disclosed firm‑wide (health & welfare, 401(k) match + additional contribution, umbrella liability, occasional tickets, etc.) .
Performance Compensation
2024 incentive components determined by CEO for NEOs.
| Component | 2024 Amount | Vesting / Terms |
|---|---|---|
| Performance allocations (pool program) ($) | 3,360,000 | Distributed from pool; discretionary allocation based on contributions; not subject to clawback at operating‑group level . |
| RSUs for 2024 services ($) | 840,000 | Granted Jan 2025; typically vest in 3 equal annual installments starting 1st anniversary, with exceptions for death/disability/without‑cause termination . |
Performance stock (IPO PRSUs):
- Market‑price hurdles: 1.5x and 2.0x of IPO price achieved on Mar 22, 2024 and Oct 22, 2024; service condition lapses 25% annually on the 2nd–5th anniversaries; PRSUs vest when both performance and service are satisfied .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 136,867 shares; <1% of Class A; no Class B; address 301 Commerce Street, Fort Worth, TX . |
| Hedging & pledging policy | Hedging/pledging of Company securities prohibited without prior approval; broader insider trading policy in place . |
| Clawback | Dodd‑Frank compliant plus discretionary recoupment for restatements and detrimental conduct; includes officers and Omnibus Plan grantees . |
Outstanding unvested equity (as of Dec 31, 2024):
| Award Type | Unvested Units | Market/Grant Value Basis |
|---|---|---|
| TPG Partner Units (pre‑IPO grants) | 647,042 units | Market value reported using adjusted per‑unit valuation; aggregate $39,642,974 . |
| TPG Partner Units (2024 forfeiture reallocations) | 29,762 units | Aggregate market value $1,823,466 . |
| RemainCo interests (pre‑IPO grants) | 4,429 units | Aggregate market value $2,084,287 . |
| RSUs (2023 annual incentive) | 28,366 units; 33% vest annually over 3 years . | |
| RSUs (special purpose for 2023 services) | 87,087 units; vest in 4 equal annual installments . |
2024 vesting realized:
| Award | Units Vested | Value Realized ($) |
|---|---|---|
| TPG Partner Units | 295,337 | 18,028,509 |
| RemainCo interests | 2,857 | 1,344,504 |
| RSUs (2022 annual incentive) | 12,900 | 509,808 |
| RSUs (IPO grants) | 42,373 | 1,674,581 |
| PRSUs (IPO; service + performance met) | 21,187 | 960,407 |
| PRSUs (IPO; service + performance met) | 21,187 | 1,430,123 |
Upcoming vesting schedules (service‑based, if employed):
| Date | TPG Partner Units | RemainCo Interests |
|---|---|---|
| Jan 13, 2025 | 3,447 | — |
| Jan 13, 2026 | 10,484 | — |
| Jan 13, 2027 | 8,807 | — |
| Jan 13, 2028 | 7,024 | — |
| Dec 31, 2025 | 236,931 | 1,858 |
| Dec 31, 2026 | 181,149 | 857 |
| Dec 31, 2027 | 181,147 | 857 |
| Dec 31, 2028 | 47,815 | 857 |
Grants in 2024 (ASC 718 values and counts):
| Grant Date | Type | Units | Fair Value ($) |
|---|---|---|---|
| 1/13/2024 | RSUs (2023 incentive) | 28,366 | 1,107,125 |
| 1/13/2024 | RSUs (additional for 2023 services) | 87,087 | 3,399,006 |
| 1/15/2024 | TPG Partner Units (reallocation) | 6,880 | 246,856 |
| 4/01/2024 | TPG Partner Units (reallocation) | 778 | 32,196 |
| 4/10/2024 | TPG Partner Units (reallocation) | 3,548 | 146,186 |
| 10/31/2024 | TPG Partner Units (reallocation) | 2,103 | 135,223 |
| 11/12/2024 | TPG Partner Units (reallocation) | 7,780 | 495,939 |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Offer letter format; initial title/salary/eligibility; no dedicated severance or change‑of‑control cash benefits; restrictive covenants apply . |
| Restrictive covenants | Non‑solicit of employees 18 months post‑termination; non‑compete/non‑solicit of investors for period dependent on termination reason (e.g., 18 months with cause; 6 months without cause); confidentiality, work‑product, non‑disparagement, non‑publicity . |
| Death/disability treatment | Two years accelerated forward vesting for unvested TPG Partner Units and RemainCo interests; estimated at $27,746,181 for Ms. Vazquez‑Ubarri as of Dec 31, 2024 (SEC methodology) . |
Board Governance
| Item | Detail |
|---|---|
| Board service | Management director since TPG Inc.’s inception; member of Executive Committee . |
| Committee roles | Executive Committee member; not on Audit, Compensation, or Conflicts Committees (these are fully independent) . |
| Independence | Management director (not independent); TPG is a “controlled company” prior to Sunset with majority voting power held via Class B; committees meet Nasdaq independence as required . |
| Attendance | In 2024, all incumbent directors except Messrs. Rhodes and Sarvananthan attended at least 75% of meetings; implies Ms. Vazquez‑Ubarri met ≥75% attendance . |
| Executive sessions | Independent directors held regular executive sessions in 2024 . |
| Dual‑role implications | As COO and director, participates in Executive Committee governance alongside other management; compensation for CEO/Executive Chair set by independent Compensation Committee; equity awards to officers subject to Committee approval for Section 16 purposes, which mitigates independence conflicts . |
Compensation Structure Analysis
| Aspect | Observation |
|---|---|
| Cash vs equity mix | Low cash (salary $500k) vs substantial equity/allocations (stock awards and performance allocations comprise majority of total compensation) . |
| Shift to RSUs/PRSU | RSUs used for annual incentives; IPO PRSUs tied to market performance; no stock options granted in 2024 . |
| At‑risk pay | Significant exposure to performance allocations and multi‑year vesting; PRSUs contingent on market‑price hurdles, which were achieved in 2024 for IPO grants . |
| Clawbacks | Expanded clawback policy beyond Dodd‑Frank; reduces risk of windfall misalignment . |
| Benchmarking | Committee did not set NEO pay by peer group benchmarking in 2024; used consultant input (Semler Brossy) and risk review (Korn Ferry) . |
Related Party Transactions
- Partners on the board (including NEOs) receive partner‑level distributions and equity interests similar to other senior partners; side‑by‑side investing permitted on generally fee‑free terms; umbrella liability premiums and financial planning perquisites disclosed; no specific related‑party transactions identified for Ms. Vazquez‑Ubarri beyond standard partner programs .
Risk Indicators & Red Flags
- Hedging/pledging prohibited without prior approval; no pledging disclosed for Ms. Vazquez‑Ubarri .
- No severance/change‑of‑control cash protections; retention risk mitigated by significant unvested Partner Units/RSUs and restrictive covenants .
- TPG did not grant options in 2024 (avoids option repricing risk) .
Compensation Peer Group & Say‑on‑Pay
- No formal compensation peer benchmarking for NEOs in 2024; consultant support provided to Compensation Committee .
- Say‑on‑pay history not disclosed in this proxy section.
Expertise & Qualifications
- Deep expertise in executive compensation, talent strategy, diversity & inclusion; legal training in compensation/benefits; leadership of TPG NEXT initiative .
Work History & Career Trajectory
| Organization | Role | Time at Org | Notes |
|---|---|---|---|
| TPG | Partner; CHRO; COO | 2018–present | Governance committee service pre‑IPO; Executive Committee member now . |
| Goldman Sachs | Global Head of Talent; Chief Diversity Officer | 2007–2018 | Senior human capital leadership . |
| Shearman & Sterling | Associate (Exec Comp & Benefits) | 2002–2007 | Compensation law specialization . |
Compensation Committee Analysis
- Committee composition: independent directors Cranston (Chair), Bright, Elsesser, Messemer; charters on shareholders site; Committee determines CEO/Executive Chair incentives within employment agreement frameworks; approves officer/director equity awards for Section 16 purposes .
- Consultant: Semler Brossy; risk review: Korn Ferry; program assessed as not encouraging excessive risk .
Investment Implications
- Upcoming vesting events represent potential supply over 2025–2028 (Partner Units and RSUs/PRSUs), but TPG’s insider trading policy and transfer restrictions on Partner Units temper near‑term selling pressure; notable scheduled vesting includes 236,931 Partner Units on Dec 31, 2025 and additional staggered vests through 2028 .
- Alignment is strong: material unvested Partner Units, RSUs, and PRSUs tied to stock price hurdles and multi‑year service reinforce retention; clawback and restrictive covenants add further alignment and risk control .
- Governance: dual role (COO + director) within a controlled company structure creates independence considerations, but key compensation decisions for CEO/Executive Chair are overseen by a fully independent Compensation Committee; Ms. Vazquez‑Ubarri’s own incentives are determined by CEO and approved for Section 16 purposes, limiting self‑dealing concerns .
- No severance/change‑of‑control cash entitlements suggest lower “golden parachute” overhang; retention risk is mainly through opportunity cost of forfeiting substantial unvested equity and performance allocations if departing; accelerated vesting applies only for death/disability .