Alan H. Rappaport
Victory Capital HoldingsAbout Alan H. Rappaport
Alan H. Rappaport, 72, is an independent director of Victory Capital (VCTR) who joined the Board at the time of the KeyCorp acquisition in August 2013. He is the former President of Bank of America’s Private Bank, previously a Managing Director of the Chase Global Private Bank and a Partner at The Beacon Group, with 17 years at CIBC Oppenheimer leading the Asset Management Division; he holds an MBA from Stanford University and a BA from Harvard University . His background includes academic roles at NYU Stern (adjunct professor) and Stanford GSB (lecturer), and deep experience in investment management and international finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | President, Private Bank | Not disclosed | Led private banking operations |
| Chase Global Private Bank | Managing Director | Not disclosed | Senior leadership in global private banking |
| The Beacon Group | Partner | Not disclosed | Investment leadership |
| CIBC Oppenheimer | Senior Executive; Head of Asset Management Division | 17 years | Asset management leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PIMCO multifund complex | Director | Current | Oversight of registered funds |
| Council on Foreign Relations | Member | Current | Policy engagement |
| NYU Stern | Adjunct Professor of Finance | Prior | Academic engagement |
| Stanford GSB | Lecturer | Prior | Academic engagement |
| GuideStar | Chairman, Board of Trustees | Prior | Nonprofit governance |
| NYU Langone Medical Center | Trustee | Prior | Nonprofit governance |
| American Museum of Natural History | Trustee | Prior | Nonprofit governance |
| Duke University Parents Committee | National Co‑Chair | Prior | Community leadership |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: Board identifies him as an independent director; Audit Committee independence affirmed under SEC Rule 10A‑3 and Nasdaq rules .
- Attendance and engagement: In 2024, the Board held 14 meetings; Audit 10; Compensation 6; Nominating 3. Each director attended at least 75% of Board and applicable committee meetings .
- Compensation Committee interlocks: None; no insider participation; no reciprocal interlocks involving VCTR executive officers .
- Audit oversight: Signed Audit Committee Report recommending inclusion of 2024 audited financials in the 10‑K; EY independence affirmed; Deloitte appointed for FY2025 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $185,000 | Non‑employee director annual compensation framework |
| Compensation Committee Chair Fee | $15,000 | Chair service fee |
| Audit Committee Member Fee | $10,000 | Member service fee |
| Fees Earned or Paid in Cash (table) | $110,000 | He elected to receive $110,000 cash portion in restricted stock awards (fully vested at grant) |
| Stock Awards (table) | $100,000 | Four quarterly grants, $25,000 fair value each; fully vested at grant |
| Total (table) | $210,000 | Director compensation earned in 2024 |
Program structure: For 2024, non‑employee directors received $185,000 annual Board compensation, $15,000–$25,000 chair fees, and $7,500–$10,000 member fees; each director received $100,000 of total annual compensation in fully‑vested restricted stock awards, with optional election to take additional amounts in cash, stock, or the Directors Deferred Compensation Plan .
Performance Compensation
| Component | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Restricted Stock Awards | Annual director grants totaling $100,000 | None disclosed for directors | Fully vested on grant date |
| Cash/Equity Election | Director may elect cash vs. equity vs. deferred comp | Not performance‑based | Settlement election (Rappaport took $110,000 in RSAs) |
| Options/PSUs | Not disclosed for directors | N/A | N/A |
No director performance‑based metrics (e.g., TSR/EBITDA) are disclosed for Board compensation; director equity awards are fully vested at grant and not tied to performance conditions .
Other Directorships & Interlocks
- Current: Director, PIMCO multifund complex (registered investment companies) .
- Interlocks: Proxy states no Compensation Committee interlocks or insider participation during the past year .
Expertise & Qualifications
- Over 40 years in investment management; former President of Bank of America Private Bank; senior roles at Chase Global Private Bank and CIBC Oppenheimer; investment leadership at Beacon Group .
- Academic experience (NYU Stern, Stanford GSB) providing perspective on international finance, economics, and public policy .
- Board skills include compensation oversight, audit literacy, and governance of complex financial organizations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Detail |
|---|---|---|---|
| Alan H. Rappaport (aggregate) | 449,780 | <1% | Beneficial ownership as of March 10, 2025 |
| ADR Partners (controlled by Rappaport) | 298,861 | N/A | Entity controlled by Rappaport |
| Alan H. Rappaport (direct) | 150,919 | N/A | Shares held of record by Rappaport |
- Anti‑hedging/pledging: Company policy prohibits directors from hedging or pledging Company securities; short sales also prohibited .
- Ownership guidelines: Executive stock ownership guidelines exist; director‑specific guidelines not disclosed in retrieved sections .
Governance Assessment
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Positive signals:
- Independent director leading Compensation Committee; committee composed entirely of independent directors; use of independent compensation consultant; presence of clawback policy; anti‑hedging/anti‑pledging policies .
- Equity‑heavy mix (mandatory $100k fully‑vested RSAs, plus Rappaport elected to receive $110k of cash portion in RSAs), indicating alignment with shareholders .
- Audit Committee independence affirmed; active oversight of audited financials; clean auditor transition narrative with no disagreements/reportable events .
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Monitoring points / potential risks:
- Shareholder nomination rights can shape board composition and committee presence (Crestview rights; Amundi post‑transaction rights), requiring vigilance to maintain robust independence and balanced committee structures .
- Related‑party transactions are overseen under a written policy; the proxy’s related‑party section does not identify transactions involving Rappaport, but continued monitoring of ADR Partners is advisable as a controlled entity holder .
-
Attendance/engagement: Board and committees met frequently in 2024; directors met the 75% attendance threshold (comply with policy expectations) .
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Red flags:
- No hedging/pledging permitted; no Compensation Committee interlocks or insider participation; no identified related‑party transactions involving Rappaport in the proxy sections reviewed .