Céline Boyer-Chammard

About Céline Boyer-Chammard

• Head of Sustainable Transformation and Organization at Amundi; appointed to Victory Capital’s Board as an Amundi designee on April 1, 2025, as a Class II director (term aligned with Class II, i.e., through the 2026 annual meeting unless re‑elected) .
• Upon appointment, she waived any right to receive director compensation from Victory and entered into a standard Victory director indemnification agreement .
• Independence status has not been disclosed post‑closing; she is an active Amundi executive and was appointed pursuant to Amundi’s board nomination rights under the April 1, 2025 Shareholder Agreement .

Past Roles

External Roles

Board Governance

• Appointment and class: Appointed April 1, 2025; Class II director .
• Committee assignments: Not disclosed as of latest filings; however, Amundi is entitled to designate one designee to each Board committee (subject to law and stock exchange eligibility requirements), so either Ms. Boyer‑Chammard or the other Amundi designee may be placed on committees, including Audit/Compensation/Nominating, if eligible .
• Independence: Not disclosed post‑Amundi closing; Board’s March 28, 2025 independence determination pre‑dated her appointment .
• Lead Independent Director: Richard M. DeMartini appointed Jan 2025 (context for Board leadership) -.
• Meeting attendance: 2024 Board held 14 meetings; each director in office during 2024 attended ≥75% of applicable meetings; no post‑closing attendance data specific to Ms. Boyer‑Chammard disclosed .

Fixed Compensation

Performance Compensation

• Not applicable to non‑employee directors; Ms. Boyer‑Chammard waived all director compensation, including equity, so there are no performance‑linked elements for her Victory board role .

Other Directorships & Interlocks

• Board nomination rights: Amundi has rights to nominate 2 directors (or 1 if ownership thresholds fall) and to place one designee on each Board committee (subject to eligibility) -.
• Corporate opportunities and competition: Victory’s Shareholder Agreement includes a corporate opportunity renunciation/competition safe harbor for “Amundi Covered Persons” (including Amundi executives serving as Victory directors), allowing them to pursue overlapping opportunities with limited fiduciary exposure to Victory, subject to certain exceptions—governance risk noted below -.

Expertise & Qualifications

• Sustainable transformation/ESG and organizational leadership through current Amundi role; adds sustainability and operating change expertise to the Board .

Equity Ownership

Alignment mechanisms and restrictions:

• 3‑year lock‑up and standstill provisions constrain Amundi’s trading and control activities (initially 4.9% voting threshold absent further regulatory relief), with staged ability to seek higher non‑control thresholds after standstill periods; “Qualifying Sales” allow proportional sell‑downs matched to issuer repurchases - .

Policies applicable to directors:

• Anti‑hedging/anti‑pledging: Hedging and pledging of company stock by directors prohibited under insider trading policy .

Governance Assessment

• Positive signals:

  • Compensation waived: Eliminates pay‑related conflicts and shows cost discipline/alignment for an investor‑nominated director .
  • Standstill/lock‑up: Structurally limits Amundi’s influence escalation for at least three years and sets measured, regulator‑governed paths to any voting threshold increases -.
  • Committee eligibility gate: Committee placement for Amundi designees is subject to legal/listing eligibility (e.g., independence for Audit), which can mitigate conflicts on sensitive committees .

• Concentration/Conflict risks (RED FLAGS):

  • Corporate opportunity waiver: Victory renounces interest in opportunities pursued by “Amundi Covered Persons” (including Amundi executives serving on Victory’s Board), reducing fiduciary friction but creating a clear conflict‑risk perimeter; careful Board oversight and disclosure are essential -.
  • Consent rights: For as long as Amundi retains ≥50% of its received shares, certain corporate actions require Amundi consent (e.g., changes adverse to preferred, certain governance document changes), which can function as a minority veto on specific matters -.
  • Committee presence right: Amundi may designate one designee to each committee (subject to rules), potentially placing a shareholder‑affiliated director inside pay/audit/nominating processes unless independence rules restrict it; actual assignments not disclosed .
  • Extensive commercial ties: The closing embedded amended distribution/services agreements and substantial cross‑company relationships, heightening related‑party oversight needs even if no Item 404(a) related‑party transactions were reportable for Ms. Boyer‑Chammard individually - .

• Shareholder voice context:

  • 2025 Say‑on‑Pay approval: For 46,512,344; Against 1,777,502; reflects strong support for executive pay program in the first AGM after the Amundi closing .

Director Compensation (Context vs. Actual for Ms. Boyer‑Chammard)

Insider Trades

Employment & Contracts

Say‑on‑Pay & Shareholder Feedback (Board Context)

Key Governance Documents Affecting Her Role

• Shareholder Agreement (Amundi–Victory): Board nomination rights (2 or 1 seats), committee designation right, standstill/lock‑up/ownership thresholds, consent rights, participation rights, Qualifying Sales mechanics - -.
• Corporate opportunity waiver for Amundi Covered Persons (competition safe harbor) -.

What’s Not Disclosed (as of latest filings)

• Committee assignments, attendance, director independence determination post‑closing .
• Any personal Victory share ownership for Ms. Boyer‑Chammard .
• Other public company directorships held by Ms. Boyer‑Chammard (if any) .

Implications for Investors

• Alignment and oversight: Waiver of director compensation and standstill/lock‑up temper near‑term influence while still granting Amundi significant strategic rights; investors should track committee placements and independence safeguards - .
• Conflict perimeter: The corporate opportunity and committee designation provisions raise ongoing conflict‑management needs; effective Audit/Nominating oversight and transparent recusal practices will be critical -.
• Ownership dynamics: Amundi’s 21.2% fully diluted economic interest (via common and non‑voting preferred) plus staged thresholds/consents can shape capital allocation and M&A posture; monitor any revisions to voting thresholds or consent scope over time - -.