Gunther Bright
TPGAbout Gunther Bright
Gunther Bright (age 66) is an independent director of TPG since July 2022, serving on the Audit and Compensation Committees and as Chair of the Conflicts Committee; he has been affirmed as independent and as an “audit committee financial expert.” He previously served as Executive Vice President and General Manager at American Express, holds a BA in Economics from Pace University, and completed an advanced executive management program at Wharton; his board tenure at TPG began July 1, 2022. As of April 8, 2025, he beneficially owned 27,889 Class A shares; as of December 31, 2024 he held 7,655 unvested RSUs, and he attended at least 75% of board/committee meetings in 2024 and attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express | EVP & GM, Global and U.S. Large Enterprises, Global Commercial Services | 2020–end of 2023 | Senior leadership of enterprise customer segment |
| American Express | EVP & GM, U.S. Merchant Services | 2014–2020 | Led merchant acquiring and services business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McAfee Corp. (NASDAQ: MCFE) | Independent Director | Sep 2021–Feb 2022 | Public company directorship within last five years |
| Warburg Pincus Capital I-A Corp | Director | Within last five years | Public SPAC directorship (timing not specified) |
| Junior Achievement of New York | Executive Committee Member | Current | Non-profit governance |
| Alvin Ailey American Dance Theater | Vice Chair; Executive Committee Member | Current | Non-profit governance |
| Executive Leadership Council | Member | Current | Professional leadership network |
Board Governance
- Committees: Audit Committee member; Compensation Committee member; Chair, Conflicts Committee. Independent under Nasdaq rules; Audit Committee financial literacy met; Conflicts Committee independence required by charter.
- Appointment and credentials: Appointed July 1, 2022; Board affirmed independence and “audit committee financial expert” status.
- Attendance and engagement: In 2024, each incumbent director (except Messrs. Rhodes and Sarvananthan) attended at least 75% of meetings; all 17 directors attended the 2024 annual meeting; executive sessions of independent directors held at least twice per year.
- Governance context: TPG is a “controlled company” until the expected Sunset in 2027; during this period, board is not majority independent but Audit, Compensation, and Conflicts Committees are fully independent.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $150,000 | Independent Director Compensation Policy |
| Audit Committee Member Retainer | $15,000 | Annual cash retainer |
| Compensation Committee Member Retainer | $10,000 | Annual cash retainer |
| Conflicts Committee Member Retainer | $10,000 | Annual cash retainer |
| Conflicts Committee Chair Retainer | $15,000 | Annual cash retainer |
| 2024 Cash Fees Earned/Paid | $200,000 | Reported in Director Compensation Table |
| Cash Retainer Taken in Stock (2024) | $200,000; 3,942 shares | Election to receive cash in stock |
Performance Compensation
- Annual RSU grant: 3,592 RSUs granted July 15, 2024; RSUs settle July 15, 2025 if service continues through the day before the annual meeting.
- Stock awards fair value (2024): $169,075 (aggregate grant date fair value of annual RSUs plus incremental fair value of shares received in lieu of cash).
- Outstanding unvested RSUs as of 12/31/2024: 7,655.
- Vesting/holding: Independent directors must retain 25% of RSUs and any other shares granted for two years post-vesting.
| Metric | 2024 Grant | Settlement/Vesting | Fair Value ($) |
|---|---|---|---|
| Annual RSU Grant | 3,592 RSUs | Settles 2025-07-15 if service continues | Included in $169,075 total stock awards (with cash-in-stock incremental value) |
| Unvested RSUs | 7,655 as of 2024-12-31 | Time-based vesting per policy | n/a |
No performance (financial/ESG) metrics are tied to independent director equity; awards are time-based for service continuity and alignment.
Other Directorships & Interlocks
| Company | Relationship to TPG | Potential Interlock/Conflict |
|---|---|---|
| McAfee Corp. | Prior public board service | No related-person transactions disclosed at appointment; no ongoing interlock indicated |
| Warburg Pincus Capital I-A Corp | Prior public SPAC board service | No related-person transactions disclosed; timing within last five years |
Expertise & Qualifications
- Financial services operating executive with ~30 years at American Express; audit committee financial expert designation.
- Education: BA Economics (Pace); advanced executive management program (Wharton).
- Committee-relevant expertise: Audit oversight, compensation governance, related-party/conflict review (chair of Conflicts Committee).
Equity Ownership
| Metric | 2024-12-31 | 2025-04-08 | 2025-07-15 |
|---|---|---|---|
| Class A shares beneficially owned | — | 27,889 | 38,306 (post-transaction ownership per Form 4) |
| Unvested RSUs outstanding | 7,655 | — | — |
| Shares received in lieu of cash retainer (2024) | 3,942 (issued 2024) | — | — |
Insider Transactions (Form 4 excerpts)
| Filing Date | Transaction Date | Type | Quantity | Price ($) | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-07-17 | 2025-07-15 | Award (A) | 2,762 | 0.00 | 38,306 | |
| 2025-01-15 | 2025-01-13 | Award (A) | 782 | 63.88 | 35,544 | |
| 2024-10-15 | 2024-10-13 | Award (A) | 843 | 59.2829 | 34,762 | |
| 2024-07-17 | 2024-07-15 | Award (A) | 3,592 | 0.00 | 32,722 | |
| 2024-07-17 | 2024-07-15 | Award (A) | 1,197 | 41.7677 | 33,919 | |
| 2024-04-16 | 2024-04-14 | Award (A) | 1,120 | 44.61 | 29,130 | |
| 2024-01-17 | 2024-01-13 | Award (A) | 1,244 | 40.19 | 28,010 | |
| 2023-10-17 | 2023-10-13 | Award (A) | 1,667 | 29.9779 | 26,766 | |
| 2023-07-18 | 2023-07-15 | Award (A) | 5,111 | 0.00 | 23,396 | |
| 2023-07-18 | 2023-07-15 | Award (A) | 1,703 | 29.3538 | 25,099 | |
| 2022-07-19 | 2022-07-15 | Award (A) RSUs | 18,285 | 0.00 | 18,285 (RSUs) | |
| 2022-07-01 | 2022-07-01 | Form 3 | — | — | Initial filing |
Equity Ownership & Alignment
- Beneficial ownership: 27,889 Class A shares as of April 8, 2025; less than 1% of outstanding; directors and officers as a group held 8,013,334 Class A shares.
- Holding/retention: Independent directors must retain 25% of RSUs and any other granted shares for two years post-vesting; hedging/pledging of Company shares prohibited without prior approval.
- Alignment signals: Bright elected to receive $200,000 of cash retainer in stock (3,942 shares) in 2024.
Governance Assessment
- Committee effectiveness: As Conflicts Committee Chair, Bright oversees conflict reviews and related person transactions, with independence requirements embedded in the charter—this is a positive governance safeguard for an alternative asset manager with complex affiliations.
- Independence and expertise: Board affirmed independence and designated him an audit committee financial expert; Audit Committee is fully independent and meets Nasdaq and SEC standards—supports credibility of financial oversight.
- Attendance/engagement: Met at least the 75% meeting attendance threshold; participated in a board with eight meetings and active committees (Audit: five; Compensation: eleven) in 2024; attended annual meeting—adequate engagement.
- Compensation structure: Director pay uses a balanced cash + time-vested RSUs design; Bright’s choice to take retainer in stock indicates alignment; no performance metrics attached to director awards, consistent with market practice.
- Conflicts/related party exposure: At appointment, no Item 404(a) related-person transactions; ongoing conflicts oversight sits with Bright’s committee.
- Controlled-company context: Until the expected 2027 Sunset, board is not majority independent, though key committees are—investors should weigh control risk vs committee independence.
RED FLAGS
- None disclosed specific to Bright: no pledging/hedging disclosed; no related party transactions reported; no attendance shortfall disclosed. Hedging/pledging requires prior approval per policy; monitor compliance and future proxy footnotes.
Additional Notes
- Compensation consultants: Semler Brossy advised the Compensation Committee in 2024; Korn Ferry conducted compensation risk review—independent oversight mechanisms in place.
- Director compensation administration: Independent Director Compensation Policy, Non-Employee Director Deferral Plan, and RSU grant agreements are filed as exhibits—structural transparency.