Dominique Carrel-Billiard
Victory Capital HoldingsAbout Dominique Carrel-Billiard
Dominique Carrel-Billiard is a Director on Victory Capital’s Board, appointed April 1, 2025 as a Class III director in connection with the Amundi transaction; he is not standing for election at the 2025 AGM and has waived any right to receive director compensation from Victory Capital . He is Head of Real and Alternative Assets at Amundi and sits on the Amundi Group Coordination Committee, the Amundi Group Executive Committee, and the Crédit Agricole SA Steering Committee . He holds an MBA from Harvard Business School and is a graduate of HEC Paris; Marketscreener reports he is 58 years old and a Victory Capital Director as of March 31, 2025 . His tenure at Victory Capital began on April 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AXA Investment Managers | Group Chief Executive Officer | 2006–2013 | Led global multi-expertise asset manager (€550bn AUM at the time); member of AXA Group Executive Committee |
| La Financière de l’Echiquier | Chief Executive Officer (Managing Director) | 2014–2016 | Ran French boutique asset manager (~€8bn AUM) |
| McKinsey & Company | Partner (Associate Director/Principal) | ~1992–2004 | Focused on financial institutions; senior advisory experience |
| Crédit Commercial de France | M&A Associate | 1987–1990 | Early-career deal execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amundi | Head of Real & Alternative Assets | 2016–present | Member of Amundi Group Coordination Committee, Group Executive Committee, and Crédit Agricole SA Steering Committee; oversees real estate, private debt, private equity, infrastructure |
| Victory Capital Holdings (VCTR) | Director (Class III) | Appointed Apr 1, 2025 | Waived director compensation; indemnification agreement executed upon appointment |
Board Governance
- Appointment and independence: Appointed April 1, 2025 under Amundi’s shareholder nomination rights; current proxy does not classify his independence status. Victory’s Board previously determined all directors other than the CEO were independent (pre-Amundi appointees), but Dominique’s independence classification has not been disclosed in the 2025 proxy documents .
- Committee assignments: As of the published committee composition, Dominique is not listed on Audit, Compensation, or Nominating committees; current members are Hirtler-Garvey (Audit Chair), Rappaport (Compensation Chair), DeMartini (Nominating Chair) .
- Amundi nomination rights and committee presence: Under the shareholder agreement, Amundi retains the right to nominate directors and, so long as it has at least one Board nominee right, to have one selected director serve on each committee (subject to law and listing standards). With two nominee rights at 50% holding of acquired shares, board size constraints apply .
- Lead independent director & executive sessions: Richard M. DeMartini was appointed Lead Independent Director in January 2025 with duties including liaising with management, overseeing information flow, and crisis management .
- Attendance: 2024 attendance metrics apply to pre-appointment period (each director attended ≥75% of meetings); Dominique’s 2025 attendance is not yet disclosed .
Fixed Compensation
Dominique Carrel-Billiard elected to waive any right to receive compensation for service as a non-employee director of Victory Capital (cash retainers, committee fees, equity grants) .
| Component | 2025 Status | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $0 | Waiver executed upon appointment |
| Committee Membership Fees | $0 | Not currently listed on committees; and compensation waived |
| Committee Chair Fees | $0 | Not applicable; compensation waived |
| Equity Grants (RSAs/DSUs) | $0 | Waiver; typical director program includes fully vested quarterly RSAs, but not for Dominique |
Performance Compensation
Victory Capital’s typical director compensation includes fully-vested restricted stock awards rather than performance-based equity; Dominique waived compensation, so no at-risk or performance-conditioned components apply .
| Metric | Applicability | Detail |
|---|---|---|
| Performance Share Units (PSUs) | Not granted | Victory director program is cash/fully-vested RSAs; Dominique has waived compensation |
| Options | Not granted | Victory Committee does not generally grant options to directors; waiver applies |
Other Directorships & Interlocks
| Company/Institution | Role | Interlock/Notes |
|---|---|---|
| Victory Capital Holdings, Inc. | Director (Class III) | Appointed pursuant to Amundi’s shareholder agreement nomination rights |
| Amundi | Head of Real & Alternative Assets; Executive Committees | Executive leadership role at strategic shareholder; potential information flow/interlock with Victory due to 15-year reciprocal distribution agreements |
| AXA Investment Managers (prior) | CEO | Historical role; not current board interlock |
Expertise & Qualifications
- Asset management CEO experience across liquid and illiquid assets (AXA IM CEO 2006–2013) .
- Real assets leadership (Amundi Head of Real & Alternative Assets; oversees real estate, private debt, private equity, infrastructure) .
- Strategic and operational transformation (Amundi Group committees; executive oversight) .
- Education: HEC Paris; MBA Harvard Business School .
Equity Ownership
| Item | Status | Source |
|---|---|---|
| Form 3 filing as Director | Filed April 9, 2025 | Confirms director status; share details not provided in accessible summary |
| Beneficial ownership at Victory (shares/%) | Not disclosed in proxy due to appointment after record date | 2025 proxy beneficial ownership table predates appointment; no Dominique entry |
| Anti-hedging/pledging policy | Prohibits hedging and pledging by directors | Company insider trading policy |
| Shares pledged | None disclosed | No pledging permitted under policy |
Governance Assessment
- Committee membership and chair roles: Not currently assigned per published composition; however, Amundi’s shareholder agreement grants the right to have one selected director serve on each committee while nomination rights persist. Monitoring whether Dominique is seated on committees is important for oversight of audit, compensation, and governance processes .
- Independence and conflicts: Appointment was made under Amundi nomination rights linked to a transformative transaction (reciprocal 15-year distribution agreements, strategic shareholding). While the Company disclosed no related-party transactions under Item 404(a) at appointment, Dominique’s ongoing executive role at Amundi presents potential conflicts in matters involving Amundi (e.g., distribution, strategic initiatives). Board processes (Lead Independent Director, committee oversight) should mitigate these risks .
- Compensation and alignment: Waiving director compensation removes pay-related misalignment concerns and signals stewardship; typical Victory director compensation includes fully-vested restricted stock and cash retainers, but Dominique receives none, reducing potential perceived conflicts tied to director fees .
- Indemnification and legal: Victory executed a standard indemnification agreement upon his appointment, consistent with other directors .
- Risk indicators: No delinquent Section 16 reports noted; Form 3 filed. Anti-hedging/pledging policy applies. Amundi’s committee rights require vigilance to avoid undue influence; the Lead Independent Director framework and committee charters are key mitigants .
Implications for investors: Dominique brings deep real assets and global AM leadership experience from Amundi and AXA IM, enhancing board expertise. His appointment under Amundi’s rights and compensation waiver reduces pay-related concerns but elevates related-party sensitivity; tracking committee assignments, recusals, and governance disclosures (particularly around Amundi-linked decisions) will be critical for maintaining investor confidence .