Kathy Elsesser
TPGAbout Kathy Elsesser
Kathy Elsesser (age 58) is an independent director of TPG, appointed January 15, 2025, serving on the Audit Committee and the Compensation Committee. She retired from Goldman Sachs as Global Chair of the Consumer Retail and Healthcare Groups in Investment Banking in 2023 and completed a Senior Advisor role on January 10, 2025; she also chaired Diversity for IBD and sat on Firmwide Diversity and Partnership Committees. She is Audit Chair and Trustee at Sesame Workshop and previously served on boards of Brooklyn Children’s Museum and Brooklyn Bridge Park Conservancy. Elsesser holds a BA (management and psychology) from Boston College and an MBA (finance, accounting, information systems) from Northwestern’s Kellogg School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs (IBD) | Global Chair, Consumer Retail & Healthcare Groups; Senior Advisor | Joined 1989; Partner 2004; retired 2023; Senior Advisor until Jan 10, 2025 | Global Chair of Diversity for IBD; member of Firmwide Diversity and Partnership Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sesame Workshop | Trustee; Audit Chair | Current | Non-profit board leadership; audit oversight |
| Brooklyn Children’s Museum | Trustee | Prior | Community/education-focused governance |
| Brooklyn Bridge Park Conservancy | Director | Prior | Civic/non-profit governance |
Board Governance
- Independence and committees: Independent director; member of Audit (Deborah M. Messemer—Chair; Gunther Bright; Kathy Elsesser) and Compensation (Mary Cranston—Chair; Bright; Elsesser; Messemer) committees. Board affirms Audit members, including Elsesser, are independent and “audit committee financial experts” per Item 407(d) .
- Attendance: In 2024, each incumbent director (except Rhodes and Sarvananthan) attended at least 75% of meetings; Elsesser joined in 2025, so 2024 attendance is not applicable. Executive sessions of independent directors were held regularly (at least twice per year) .
- Controlled company and transition: TPG is a Nasdaq “controlled company” and not required to have a majority-independent board until its planned “Sunset” transition; the firm expects a majority independent board no later than the 2027 annual meeting, with committees reconstituted accordingly .
- Executive Committee: Governance authority is shared with an Executive Committee of management directors until the Sunset .
Fixed Compensation
Per TPG’s Independent Director Compensation Policy (applies to Elsesser, per 8-K), independent directors receive the following:
| Component | Amount/Terms | Evidence |
|---|---|---|
| Annual cash retainer | $150,000 (paid quarterly) | |
| Annual RSU grant | $150,000 RSUs; vest on 1-year anniversary or next annual meeting | |
| Committee member fees | Audit: $15,000; Compensation: $10,000; Conflicts: $10,000 | |
| Committee chair fees | Audit Chair: $25,000; Compensation Chair: $20,000; Conflicts Chair: $15,000 | |
| Initial RSU grant upon election | $300,000 RSUs; vest in 3 annual installments (or next 3 annual meetings) | |
| Alternative to cash | May elect to receive cash retainer in Class A shares | |
| Share retention policy | Must retain 25% of shares granted for 2 years post-vesting |
Performance Compensation
Directors’ pay is not tied to operating performance metrics; equity grants are service/tenure-based:
| Instrument / Metric | Structure for Directors | Evidence |
|---|---|---|
| RSUs (annual) | $150k grant; time-based vesting over one year (or until next annual meeting) | |
| RSUs (initial) | $300k grant; time-based vesting over 3 years/meetings | |
| Options/SARs | None granted in 2024 | |
| Performance metrics (Revenue/EBITDA/TSR/ESG) | Not used for director pay per policy disclosures |
Other Directorships & Interlocks
| Company/Organization | Role | Public or Non-profit | Potential Interlock/Conflict |
|---|---|---|---|
| Sesame Workshop | Trustee; Audit Chair | Non-profit | None disclosed with TPG operations |
| Brooklyn Children’s Museum | Trustee (former) | Non-profit | None disclosed |
| Brooklyn Bridge Park Conservancy | Director (former) | Non-profit | None disclosed |
No current public company directorships disclosed for Elsesser; no related-person transactions involving Elsesser are disclosed in TPG’s proxy/10-K, and TPG’s policy requires committee review/approval of any related-person transactions over $120,000 .
Expertise & Qualifications
- 30+ years in investment banking; Global Chair roles in Consumer, Retail, and Healthcare sectors at Goldman Sachs .
- Audit committee financial expertise designation by TPG’s board .
- Governance and diversity leadership experience (Global Chair of Diversity for IBD; firmwide committees) .
- Advanced education in finance, accounting, and information systems (Kellogg MBA) .
Equity Ownership
| Security | Beneficially Owned | % of Class | As of Date |
|---|---|---|---|
| Class A common stock | 0 | <1% | April 8, 2025 |
| Class B common stock | 0 | N/A | April 8, 2025 |
- Hedging and pledging policy: Prohibits hedging/pledging of Company stock by directors without prior approval .
- Insider trading policy: Firm-wide policy prohibiting improper trading; filed with 2024 10-K .
- Share retention: Independent directors must retain 25% of shares granted for two years post-vesting .
Governance Assessment
- Committee roles and expertise: Positive. Elsesser strengthens independent oversight and adds audit-committee financial expertise; she is active on both key independent committees .
- Independence and attendance: Independent status confirmed; 2024 attendance not applicable due to 2025 appointment; executive sessions held regularly .
- Compensation alignment: Standard mix of cash retainer plus time-based RSUs, with share-retention requirements; no options were granted in 2024, limiting risk-taking incentives inconsistent with governance expectations .
- Ownership alignment: As of April 8, 2025, beneficial Class A/B ownership for Elsesser was 0; alignment expected to increase with initial and annual RSU grants and share-retention requirements .
- Conflicts and related-party exposure: No Elsesser-related transactions disclosed; TPG has a formal related-person transaction review policy and Conflicts Committee oversight. Broader controlled-company governance transition to a majority-independent board by 2027 mitigates structural risks over time .
RED FLAGS (none disclosed specific to Elsesser):
- No pledging or hedging issues disclosed for Elsesser; no related-person transactions disclosed. Controlled company status persists until the 2027 Sunset, which is structural rather than person-specific .
Notes on shareholder votes and insider filings:
- No Item 5.07 (voting results) 8-K filings were found for 2024–2025 to report say-on-pay or director election outcomes; search returned none [Search: 8-K 5.07, 2024–2025 window].
- Elsesser’s appointment and committee assignments are confirmed by the January 15, 2025 8-K .