James Coulter
TPGAbout James Coulter
James G. “Jim” Coulter, age 65, is Founder, Executive Chair and a director of TPG Inc., a controlling stockholder since TPG’s formation in 1992 and a board member since TPG Inc.’s inception; he holds a BA from Dartmouth (summa cum laude) and an MBA from Stanford GSB (Arjay Miller Scholar) . TPG’s pay-versus-performance metrics show Total Shareholder Return rising from 97.80 (2022) to 158.86 (2023) and 239.23 (2024), while Fee-Related Earnings (FRE) increased to $764.2 million in 2024 from $606.3 million in 2023 and $453.9 million in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TPG | Founding Partner; Executive Chair; Co-CEO (prior); Managing Partner TPG Capital; Managing Partner TPG Rise Climate; Co-Managing Partner The Rise Funds | Since 1992; specific tenure for each role not disclosed | Founder and long-tenured leader across core platforms; governance via TPG Holdings Committee until IPO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Continental Airlines | Director (prior) | Not disclosed | Sector expertise, governance experience |
| America West Airlines | Director (prior) | Not disclosed | Airline restructuring perspective |
| Northwest Airlines | Director (prior) | Not disclosed | Large-cap board oversight |
| Seagate Technology Holdings plc | Director (prior) | Not disclosed | Technology and operations oversight |
| J.Crew Group, Inc. | Director (prior) | Not disclosed | Retail turnaround experience |
| Lenovo Group Limited | Director (prior) | Not disclosed | Global technology strategy |
| MEMC Electronic Materials, Inc. | Director (prior) | Not disclosed | Semiconductor supply chain exposure |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 512,308 | 509,615 | 500,000 |
| Cash Bonus ($) | — (Company does not pay cash bonuses to NEOs) | — | — |
| Perquisites (selected) ($) | Not detailed | Not detailed | Legal services: 30,000; Umbrella premium: 2,164; 401(k) employer contributions: 27,600 |
Performance Compensation
| Component (2024) | Amount ($) | Vesting/Terms | Notes |
|---|---|---|---|
| Pool Program – Annual Incentive Process | 2,000,000 | Distributions of performance allocations; timing per program | Determined in year-end partner process |
| Pool Program – Compensation Committee Process | 5,000,000 | Distributions of performance allocations; timing per program | Set per Coulter Agreement by Compensation Committee |
| RSUs – Annual Incentive (granted Jan 2025 for 2024) | 3,000,000 | Service-vest 3 equal annual installments from grant date | Delivered under Omnibus Plan |
| RSUs – Comp Committee (granted Jan 2025 for 2024) | 9,059,980 | Service-vest 3 equal annual installments from grant date | Discretionary equity determined by Committee |
Multi-year Compensation Summary (ASC 718)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | 3,074,238 | 11,587,981 | 32,280,473 |
| All Other Compensation ($) | 18,654,186 | 24,090,606 | 14,272,783 |
| Total Compensation ($) | 22,240,732 | 36,188,202 | 47,053,256 |
Notes:
- “All Other Compensation” includes distributions of performance allocations (platform-level and pool program), selected perquisites and benefits; 2024 breakdown includes platform-level allocations of $7,213,019 and pool allocations of $7,000,000, plus specified perquisites and benefits .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Class A Common Stock | 2,470,886 shares; 2.1% of Class A outstanding |
| Class B Common Stock (through GP LLC/Control Group) | Control Group holds 245,970,148 Class B shares; total voting power shown at 94.5% due to Free Float threshold operation |
| Hedging/Pledging | Company policy prohibits hedging and pledging of Company securities without prior approval |
| Side-by-Side Investments (2024) | Personal capital invested: $12,278,052; distributions received: $18,613,451 |
| Ownership Guidelines | Independent directors have share retention requirements; executive ownership guidelines not disclosed |
Unvested Awards and Vesting Schedules (as of 12/31/2024)
| Award Type | Quantity Unvested | Vesting Schedule |
|---|---|---|
| TPG Partner Units (pre-IPO grant) | 89,309 | Vest on 12/31/2025 |
| TPG Partner Units (forfeiture reallocations) | 687,543 | 79,635 on 1/13/2025; 242,054 on 1/13/2026; 203,475 on 1/13/2027; 162,379 on 1/13/2028 |
| RSUs (1/13/2023 grant) | 145,023 | 33% on each of 1st, 2nd, 3rd anniversaries of grant |
| RSUs (1/13/2024 grant) | 201,778 | 33% on each of 1st, 2nd, 3rd anniversaries of grant |
Clawbacks and Risk Alignment:
- Platform-level performance allocation distributions are subject to clawback if excess distributions occurred at fund level; NEOs personally subject to clawback obligations .
- Company adopted Dodd-Frank compliant and additional discretionary recoupment policies covering incentive compensation for directors and officers .
Employment Terms
| Provision | Key Terms |
|---|---|
| Status prior to Sunset | Cannot be terminated by Company prior to governance “Sunset”; employment continues until he ceases to be a GP LLC member (resignation, disability, death, limited cause) |
| Cash Severance (Good Reason resignation, pre-Sunset) | 2x average total annual incentive + base salary from preceding two years: $46,166,036; plus prior-year discretionary pool allocations incl. Omnibus equity value: $4,906,132; 24-month installment unless within 1 year of change-in-control (then lump sum) |
| Equity Treatment (qualifying exit) | Continued vesting of TPG Partner Units (estimated $47,389,453) and awards (platform-level and Omnibus Plan); retention of vested awards; resignation without good reason preserves continued vesting of Omnibus awards tied to pool program ($21,792,975) |
| Change-in-Control | If awards not assumed by successor, unvested TPG Partner Units, platform-level awards and Omnibus awards vest in full; if assumed, full vesting upon termination within 1 year post-change-in-control |
| Health & Transition Benefits | Lifetime health benefits for Coulter and spouse ($1,486,000); five years of financial planning, personal assistant, office space/IT ($1,689,775) |
| Non-Compete / Non-Solicit | Restrictive covenants include non-solicit of employees for 18 months post-termination; restrictions on serving competitors/soliciting investors vary with termination reason (e.g., 18 months for cause; 6 months without cause) |
| Other Benefits | Continued side-by-side investment rights; indemnification and insurance, per agreement |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Member since TPG Inc.’s inception; serves as Executive Chair |
| Committee Roles | Member of Executive Committee; independent Audit, Compensation and Conflicts Committees exclude management directors |
| Executive Committee | 9 members; shares governance authority with the Board; Chair: CEO Jon Winkelried; Coulter is a voting member until Sunset |
| Independence Status | TPG is a “controlled company”; Board currently has four independent directors; majority independent transition planned by 2027 (“Sunset”) |
| Founder/CEO Rights | Prior to Sunset, Coulter retains negative consent rights over defined strategic/governance actions; guaranteed Board/committee service (excluding independent-only committees) while active partner |
| Executive Sessions | Independent directors hold executive sessions at least twice per year |
| Meeting Attendance (2024) | Board held 8 meetings; Audit 5; Compensation 11; each incumbent director except Messrs. Rhodes and Sarvananthan attended ≥75% |
Equity Supply/Trading Indicators
- Underwritten secondary offering (Feb 26, 2024): selling stockholders (including certain executives/directors/affiliates) sold 15,526,915 Class A shares for ~$646.5 million; Company did not sell shares and received no proceeds .
- Exchange event (Feb 27, 2024): Company issued 17,704,987 Class A shares to Common Unit holders (including directors/current/former partners) and cancelled an equal number of Class B shares .
- Investor Rights Agreement permits staged transfers/exchanges of partners’ holdings, with 100% transferability after the fourth anniversary of the IPO (for partner vehicles), potentially increasing float over time .
Compensation Structure Analysis
| Aspect | Observations |
|---|---|
| Cash vs Equity Mix (Coulter) | FY 2024 total comp $47.1M with $32.3M stock awards and $14.3M “All Other Compensation” (performance allocations/perqs); heavy equity emphasis vs base salary $0.5M |
| Pay-for-Performance Linkage | Compensation decisions consider AUM, after-tax distributable EPS, FRE, FRE margin, fund performance; FRE rose to $764.2M in 2024 |
| Equity Award Design | RSUs generally vest over 3 years; PRSUs used for other NEOs and CEO with market price hurdles; platform/pool performance allocations subject to clawbacks/forfeiture |
| Peer Benchmarking | Compensation Committee did not benchmark NEO pay to a peer group in 2024; uses consultant input (Semler Brossy) and governance/risk review |
| Hedging/Pledging/Clawbacks | Hedging/pledging restricted; robust clawback policies including Dodd-Frank compliance and discretionary provisions |
Related Party Transactions (Governance context)
- Founders’ governance and Control Group structure, including negative consent rights and voting control via Class B shares until Sunset .
- Tax Receivable Agreement may create substantial future payments; acceleration risk on change in control/bankruptcy/termination .
- Side-by-side investment program and GP Services facilities facilitating partner investments and distributions; GP Services credit guaranteed by TPG entities .
Risk Indicators & Red Flags
- Controlled Company status with concentrated voting control and founder consent rights may limit traditional independence (mitigated by independent Audit/Compensation/Conflicts committees) .
- Liquidity events (secondary offering and Common Unit exchanges) increase public float and may pressure shares near vest dates and exchange windows .
- No late Section 16 filings named for Coulter in 2024 (late filings noted for other executives) .
- Hedging/pledging requires prior approval; Investor Rights/Exchange Agreements impose transfer restrictions and staged unlocks .
Equity Ownership & Vesting – Key Dates (Forward Look)
| Date | Item | Amount |
|---|---|---|
| 1/13/2025 | TPG Partner Units vest | 79,635 units |
| 1/13/2025 | RSUs (1/13/2024 grant) first tranche | 33% of 201,778 RSUs |
| 1/13/2026 | TPG Partner Units vest | 242,054 units |
| 1/13/2027 | TPG Partner Units vest | 203,475 units |
| 1/13/2028 | TPG Partner Units vest | 162,379 units |
| 12/31/2025 | Pre-IPO TPG Partner Units vest | 89,309 units |
Investment Implications
- Alignment and retention: Heavy equity and performance allocations with multi-year vesting/clawbacks align incentives and mitigate excessive risk-taking; FRE and distributable earnings are core performance levers used in compensation decisions .
- Governance transition: Controlled-company structure and founder consent rights persist until the planned 2027 Sunset; watch committee independence and governance changes as majority-independent board is implemented .
- Supply overhang: 2024 secondary and Common Unit exchanges increased float; Investor Rights Agreement unlocks can create episodic selling pressure, a trading consideration around vest dates and anniversary windows .
- Contract economics: Severance and change-in-control provisions include 2x severance multiple and broad equity acceleration (single-trigger if not assumed; double-trigger if assumed), suggesting potential payout risk in corporate events .
- Risk controls: Hedging/pledging restrictions, robust clawback policies and independent Conflicts/Compensation/Audit committees provide mitigants to founder control concerns .