Mary Jackson
Victory Capital HoldingsAbout Mary Jackson
Mary M. Jackson, 58, is an independent director of Victory Capital Holdings (VCTR) who joined the Board in January 2023. A retired U.S. Navy Vice Admiral, she brings global operational leadership, compliance oversight, and risk management expertise; she holds a B.S. in Physics (Oceanography emphasis) from the U.S. Naval Academy and a Master of Engineering Management from George Washington University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Navy | Vice Admiral; Commander, Navy Installations Command (accountable for all Navy installations worldwide) | Not disclosed | Oversight of global operations, contingency planning, risk mitigation, strategic transformation |
| United States Navy | Commander, Navy Region Southeast | Not disclosed | Regional operational leadership and resource oversight |
| Naval Station Norfolk | Commanding Officer (Navy’s largest base) | Not disclosed | Managed operations and services; external relations with agencies, communities, national media |
| USS McFAUL (DDG 74) | Commanding Officer | Not disclosed | Ship command; execution discipline, safety, and readiness |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boardroom governance advisory | Executive-level advisor/consultant | Not disclosed | Consulting to facilitate boardroom diversity, governance, and oversight |
Board Governance
- Independence: The Board affirmatively determined all directors other than the CEO (David C. Brown) are independent, which includes Mary Jackson .
- Committee assignments: Member, Nominating, Governance and Sustainability Committee (Nominating Committee). The committee consists of Richard M. DeMartini (Chair) and Mary Jackson .
- Attendance and engagement: In 2024, the Board held 14 meetings; Nominating Committee held 3. Each director attended at least 75% of Board and applicable committee meetings; directors are encouraged to attend annual stockholder meetings .
- Board leadership: CEO serves as Executive Chairman; Board appointed Richard M. DeMartini as Lead Independent Director in Jan 2025, with duties spanning executive sessions, liaison to management, agenda oversight, stockholder communication, and crisis management .
- Nomination rights context: Crestview Victory and, post-Amundi US transaction closing, Amundi have rights to nominate directors and committee representation subject to thresholds and exchange rules, which shapes overall board composition (not specific to Jackson) .
- Policy safeguards: Anti-hedging and anti-pledging policy applies to directors; prohibits hedging, short sales, and pledging of Company securities .
Fixed Compensation
Director compensation program (non-employee directors):
- Standard annual Board compensation: $185,000; committee chair fees $15,000–$25,000; committee member fees $7,500–$10,000. Each director receives $100,000 in restricted stock awards (fully vested at grant) with flexibility to elect cash portions into stock or the Directors Deferred Compensation Plan; expenses reimbursed .
Mary Jackson—compensation detail by year:
| Component | 2023 | 2024 |
|---|---|---|
| Board service (program basis, for Jackson) | $172,153 (prorated from Jan 26, 2023) | $185,000 |
| Committee membership (Nominating) | $4,842 (from May 9, 2023) | $7,500 |
| Cash paid (Fees Earned or Paid in Cash) | $83,939 | $92,500 |
| Stock awards (fully vested at grant) | $93,056 | $100,000 |
| Total | $176,995 | $192,500 |
Performance Compensation
Director equity awards are not performance-based; they are fully vested at grant and serve as ownership alignment.
| Metric/Structure | 2023 | 2024 |
|---|---|---|
| Annual equity grant value ($) | $93,056 (quarterly RS awards) | $100,000 (quarterly RS awards) |
| Grant structure | Quarterly restricted stock; fully vested at grant | Quarterly restricted stock; fully vested at grant |
| Deferral/election options | Cash portion can be elected into RS awards or Directors Deferred Compensation Plan | Cash portion can be elected into RS awards or Directors Deferred Compensation Plan |
No director performance metrics (e.g., TSR, EBITDA targets) are disclosed for director compensation; those frameworks apply to NEOs (executive officers) rather than directors .
Other Directorships & Interlocks
- The proxy biography lists military leadership and governance advisory roles but does not disclose other current public company directorships for Mary Jackson .
Expertise & Qualifications
- Global operations leadership, business continuity and risk-based assessment; compliance via data-driven audit analytics; sustainability metrics and digital transformation; partnership building across federal/local agencies and industry; proven change management .
- Education: B.S. Physics (Oceanography emphasis), U.S. Naval Academy; Master of Engineering Management, George Washington University .
Equity Ownership
| Metric | As of March 11, 2024 | As of March 10, 2025 |
|---|---|---|
| Shares beneficially owned | 2,916; <1% of total | 4,852; <1% of total |
| Shares outstanding basis | 64,410,166 (excl. unvested RS with voting rights) | 63,672,052 (excl. unvested RS with voting rights) |
| Pledging/Hedging | Prohibited under Company insider trading policy (applies to directors) |
Notes: Beneficial ownership reflects SEC Rule 13d-3; percent thresholds shown per proxy table are less than 1% .
Governance Assessment
- Strengths: Independent director; active Nominating Committee member; satisfactory attendance; robust governance policies (anti-hedging/pledging; related-party transaction review; annual Board/committee self-evaluations) .
- Alignment: Annual director equity grants (fully vested at grant) provide some ownership alignment; Mary’s beneficial holdings are modest but within common ranges for independent directors; no pledging permitted .
- Conflicts/related party: No related-party transactions involving Jackson are disclosed; Company maintains formal review/approval policy for related-party transactions via the Audit Committee . Broader board composition is influenced by shareholder nomination rights (Crestview; Amundi post-close), which investors may monitor for independent oversight balance, though Jackson herself is independent .
- Red flags: None disclosed related to Jackson (no attendance shortfall, no pledging/hedging, no related-party ties noted) .