Karin Hirtler-Garvey
Victory Capital HoldingsAbout Karin Hirtler-Garvey
Independent director (Audit Committee Chair) with 35+ years of financial services leadership and 15+ years of public company board service; licensed CPA (New Jersey) and designated Audit Committee Financial Expert under SEC rules . Age 68, serving on Victory Capital’s Board since October 2014 (Class I; nominated for re-election to 2028) . Background includes Chief Risk Officer at Ally Financial (GMAC) and senior roles at Bank of America/NationsBank and J.P. Morgan; earlier eight years at Ernst & Young .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ally Financial (formerly GMAC) | Chief Risk Officer | Not disclosed | Enterprise risk leadership; financial services breadth |
| Bank of America/NationsBank | Leadership positions | Not disclosed | Finance and risk groups; large-bank operating experience |
| J.P. Morgan | Mid-level assignments (finance and risk) | Not disclosed | Risk management experience |
| Ernst & Young LLP | CPA; banking/insurance/garment/tech clients | 8 years | Audit and advisory grounding; CPA licensure (NJ) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PhenixFIN Corporation | Director; Audit Committee Chair; member Nominating & Governance and Compensation | Current | Audit leadership; governance and pay oversight |
| USAA Federal Savings Bank | Director; Risk Committee Chair; member Nominating & Governance and Compliance Special Committees | Current | Risk oversight; governance and compliance |
| Residential Capital LLC | Director; Audit Committee Chair | Prior | Audit leadership in specialty finance |
| Validus Holdings, Ltd | Director; Audit and Risk Committees | Prior | Insurance risk and financial oversight |
| Aeropostale, Inc. | Director; Chairman of Board; Lead Independent Director; Audit Chair; Nominating & Governance member | Prior | Board leadership; audit and governance depth |
| Western World Insurance Company | Director; Audit Chair; Compensation and Pension Committees | Prior | Insurance audit and compensation oversight |
| StarStone Specialty Insurance Company | Director | Prior | Specialty insurance governance |
| Two private company boards | Director | Current | Not disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; Audit members: Hirtler-Garvey (Chair), Davanzo, Rappaport .
- Independence: Board determined all directors except CEO are independent; Audit members meet Rule 10A-3 and Nasdaq independence standards; Hirtler-Garvey designated Audit Committee Financial Expert .
- Attendance: In 2024, Board held 14 meetings; Audit held 10; each director attended at least 75% of Board and committee meetings for which they were a member .
- Board leadership: Lead Independent Director (Richard M. DeMartini) appointed January 2025; independent director executive session responsibilities defined by policy .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash/equity elective) | $185,000 | Paid quarterly; directors may elect cash, fully-vested restricted stock, or defer into Director DC Plan |
| Audit Committee Chair fee | $25,000 | Committee chair fee range $15,000–$25,000; Hirtler-Garvey received $25,000 |
| Fees Earned or Paid in Cash (her election) | $110,000 | Portion of total comp received in cash |
| Stock Awards (fully-vested RSAs) | $100,000 | Quarterly RSA grants; $25,000 grant-date fair value per quarter; fully vested at grant |
| Total 2024 director compensation | $210,000 | Sum of cash and stock awards |
Performance Compensation (Director)
| Instrument | Grant date details | Vesting | Performance metrics |
|---|---|---|---|
| Restricted Stock Awards (RSAs) | Quarterly awards in 2024; $25,000 fair value each quarter | Fully vested on grant date | None disclosed; awards are time-based and fully vested, not PSU/option-linked |
- No option awards, PSUs, or performance-linked director equity disclosed; no meeting-based fees beyond stated retainers and committee fees .
Other Directorships & Interlocks
- Current public company boards: PhenixFIN (audit chair) .
- Financial institution board: USAA Federal Savings Bank (risk chair) .
- Note: Victory Capital entities include Victory Capital Transfer Agency, Inc. (formerly USAA Transfer Agency Company) providing transfer services to Victory Funds III; related-party service relationships are disclosed generally, but no related-party transactions involving Hirtler-Garvey are identified in the proxy’s relationships section .
Expertise & Qualifications
- CPA (New Jersey); designated Audit Committee Financial Expert .
- Deep risk management experience (former CRO at Ally/GMAC); extensive audit and financial oversight across banking, insurance, asset management, and retail .
- Board leadership experience (Chairman, Lead Independent Director, multiple audit chair roles) .
Equity Ownership
| Holder | Shares Beneficially Owned (as of 3/10/2025) | % of Common Stock Outstanding |
|---|---|---|
| Karin Hirtler-Garvey | 39,308 | <1% (proxy denotes “*” less than 1%) |
- Company policy prohibits hedging and pledging of company shares by directors and NEOs .
- Director RSAs are fully vested at grant; no unvested director equity disclosed .
- Section 16(a) compliance: Company states directors/officers complied with filing requirements in FY2024 .
Recent Insider Transactions (Form 4)
| Date filed | Description | Detail |
|---|---|---|
| Oct 14, 2025 | Form 4 filed | Shares issued in lieu of quarterly director fees per filing explanation |
| Jul 14, 2025 | Form 4 filed | $28,750 of quarterly director fees paid in shares at 7/10/2025 closing price; SEC filing signed by Nina Gupta as attorney-in-fact |
| Apr 14, 2025 | Form 4 filed | Director equity in lieu of fees; filing confirms Hirtler-Garvey as reporting person |
| Jan 14, 2025 | Form 4 filed | Routine quarterly Form 4 |
Governance Assessment
- Strengths:
- Independent director with audit chair responsibilities; designated financial expert; robust risk/cyber/operational oversight pedigree—supports board effectiveness in financial reporting and control oversight .
- Documented attendance threshold (>75% for all directors) and active committee work; Board/Audit meeting volumes indicate engagement .
- Director compensation includes a meaningful equity component ($100,000 in fully-vested RSAs), with optional election to take fees in stock, signaling alignment; hedging/pledging prohibited .
- Watch items / potential conflicts:
- External roles at USAA Federal Savings Bank while Victory operates former USAA transfer agent entity may create perceived ecosystem proximity; the proxy’s related-party section discloses multiple affiliated service agreements but does not identify transactions involving Hirtler-Garvey specifically .
- Multiple external board commitments (including PhenixFIN and two private boards) increase time demands; nonetheless, the proxy indicates required attendance thresholds met .
- Signals affecting investor confidence:
- Continuity and depth in audit/risk leadership reduce financial reporting risk; independence affirmed; no delinquent Section 16 filings reported for FY2024 .
- Quarterly elections to receive director fees in stock (per Form 4s) exhibit “skin-in-the-game”; beneficial ownership remains below 1%, consistent with non-employee director norms .
RED FLAGS: None disclosed specific to Hirtler-Garvey in related-party transactions, tax gross-ups, hedging/pledging, or option repricing; director equity is fully vested (not performance-based), which enhances liquidity but reduces multi-year retention incentives relative to time-vested awards .