Mary Cranston
TPGAbout Mary Cranston
Mary Cranston (age 77) is an independent director of TPG and has served on the board since January 2022. She chairs the Compensation Committee and sits on the Conflicts Committee; she stepped down from the Audit Committee effective January 15, 2025. Cranston is the former Firm Senior Partner and Chair Emeritus of Pillsbury Winthrop Shaw Pittman LLP (retired December 2012) and holds a B.A. in Political Science (Stanford), a J.D. (Stanford Law School), and an M.A. in Education (UCLA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pillsbury Winthrop Shaw Pittman LLP | Firm Senior Partner; Chair Emeritus | Retired Dec 2012 | Led global law firm; governance and risk expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Chemours Company | Director | Current | Public company directorship |
| McAfee Corp. | Director | Within last 5 years | Past public company directorship |
| MyoKardia, Inc. | Director | Within last 5 years | Past public company directorship |
| Visa Inc. | Director | Prior | Past public company directorship |
| Go Health Urgent Care; Boardspan, Inc.; CSAA Insurance; Aretec Inc. | Director/Advisor | Current/Prior | Private/non-profit boards |
| Stanford Children’s Health/Lucile Packard Children’s Hospital; Stanford Hospital; Commonwealth Club of California; Catalyst, Inc.; US Rowing | Trustee/Director | Current/Prior | Non-profit boards |
Board Governance
- Independence and roles: Independent director; Chair, Compensation Committee; Member, Conflicts Committee; previously member, Audit Committee (stepped down Jan 15, 2025) .
- Attendance: In 2024, each incumbent director except Messrs. Rhodes and Sarvananthan attended at least 75% of board/committee meetings for which they served (Cranston met this threshold). Board held 8 meetings; Compensation Committee 11; Audit Committee 5 .
- Executive sessions: Independent directors held executive sessions regularly, at least twice per year .
- Controlled company context: TPG is a “controlled company” under Nasdaq rules until a planned “Sunset” no later than the 2027 annual meeting; not majority independent until then. Audit, Compensation, and Conflicts Committees are fully independent .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Cranston) |
|---|---|---|
| Annual cash retainer | $150,000 cash, payable quarterly | $150,000 |
| Committee membership fees | Audit $15,000; Compensation $10,000; Conflicts $10,000 (per committee) | $35,000 (Audit $15k; Compensation $10k; Conflicts $10k) |
| Committee chair fee | Compensation Committee Chair $20,000 (in addition to member fee) | $20,000 |
| Total cash fees | Sum of above | $205,000 |
Notes: Cranston’s 2024 cash total reflects serving on Audit (through 2024), chairing Compensation, and serving on Conflicts, consistent with the fee policy .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | Jul 15, 2024 | 3,592 | $165,950 | Vests on the one-year anniversary of grant or the day before the 2025 annual meeting, if in service |
| Outstanding unvested RSUs (12/31/2024) | — | 6,982 | — | As disclosed outstanding at year-end |
Additional director equity policy: Independent directors receive an annual RSU grant valued at $150,000; upon initial election, RSUs valued at $300,000 vest in three annual installments. Directors must retain 25% of vested shares for two years; cash retainers may be taken in stock at election .
Other Directorships & Interlocks
- Interlock indicator: Cranston (past 5 years) and CEO Jon Winkelried (past 5 years) both served on McAfee’s board, indicating a historical board overlap (not necessarily a conflict) .
Expertise & Qualifications
- Legal and governance expertise: Former senior partner and chair of a major international law firm (Pillsbury); deep governance, risk, and regulatory experience .
- Compensation oversight: Current Chair of TPG’s Compensation Committee; signatory to the Compensation Committee Report .
- Education: B.A. Political Science (Stanford); J.D. (Stanford Law School); M.A. Education (UCLA) .
Equity Ownership
| Category | Detail | Amount |
|---|---|---|
| Beneficial ownership (Class A) | Shares owned as of April 8, 2025 | 24,423 |
| Unvested RSUs (12/31/2024) | Outstanding balance | 6,982 |
| Side-by-side investments | Amount invested in TPG funds during 2024 | $196,552 |
| Side-by-side distributions | Distributions received in 2024 | $5,546 |
| Hedging/pledging policy | Hedging/pledging of Company stock prohibited without prior approval (firm-wide policy) | Policy disclosure |
| Section 16 compliance | No late Section 16 filing noted for Cranston in 2024 | Disclosure lists late filers; Cranston not listed |
Potential Conflicts and Related-Party Exposure
- Conflicts Committee membership and remit: Cranston serves on the Conflicts Committee, which reviews conflicts involving directors/executives and approves or ratifies related-person transactions consistent with policy .
- Side-by-side investments: Cranston participates in standard partner/director co-invest programs ($196,552 invested; $5,546 received in 2024). These programs are common in alternative asset managers but warrant ongoing Conflicts Committee oversight to mitigate perceived alignment risks .
- Related-person transaction policy: Board maintains a written policy requiring committee review/approval of transactions with related persons over $120,000 .
Compensation Committee Governance Signals
- Committee composition and independence: Compensation Committee is fully independent; Cranston (Chair), Bright, Elsesser, Messemer .
- Consultant use: The Committee engaged Semler Brossy in 2024 for CEO/Executive Chair compensation review, governance best practices, and risk assessment .
- Report oversight: Cranston signed the Compensation Committee Report affirming review of CD&A, a positive governance marker for engagement .
Governance Assessment
- Positives:
- Independent director with deep legal/governance background; chairs independent Compensation Committee and serves on Conflicts Committee, enhancing oversight of pay and related-party risks .
- Meets attendance expectations; board/committee activity robust (11 Compensation Committee meetings in 2024) .
- Transparent director pay structure with clear fee schedule; meaningful equity grants and share-retention policy support alignment .
- Firm-wide recoupment (clawback) policies covering directors/officers and Omnibus Plan grants .
- Watch items / red flags:
- Controlled company status persists until the planned 2027 “Sunset”; board not majority independent until then, structurally elevating governance risk despite independent committees .
- Side-by-side investment participation can create perceived conflicts (albeit standard for the sector); continued Conflicts Committee rigor is important .
- Historical interlock at McAfee between Cranston and CEO Winkelried suggests network ties; not a conflict per se but relevant for independence optics in compensation oversight .
Director Compensation (2024) – Detail
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $205,000 |
| Stock Awards (Grant Date Fair Value) | $165,950 (3,592 RSUs granted 7/15/2024) |
| Total | $370,950 |
Committee Assignments (Current)
| Committee | Role | Notes |
|---|---|---|
| Compensation Committee | Chair | Independent; approves equity awards for Section 16 purposes; determines CEO/Executive Chair annual incentive within agreements |
| Conflicts Committee | Member | Reviews conflicts involving directors/executives; oversees related-person transactions |
| Audit Committee | Former member | Stepped down effective Jan 15, 2025; remained independent during service |