Richard M. DeMartini

About Richard M. DeMartini

Richard M. DeMartini (age 72) is an independent director of Victory Capital Holdings, Inc. (VCTR) who joined the Board at the time of Victory’s acquisition from KeyCorp in August 2013; he was appointed Lead Independent Director in January 2025 . He previously served as President of Bank of America’s Wealth and Asset Management Group (2001–2004) overseeing ~$400B AUM and had a 26-year career at Morgan Stanley, culminating as Chairman and CEO of the international private client group; he holds a BA from San Diego State University . His credentials include extensive operating and board experience in asset and wealth management, capital markets, and M&A, providing a global investment management perspective to Victory’s Board .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors other than the CEO (David C. Brown) are independent under Nasdaq rules; DeMartini is independent .
• Lead Independent Director: Appointed January 2025; responsibilities include presiding in Chairman’s absence, leading executive sessions, agenda and information oversight, board/leadership evaluation, shareholder communication, and crisis management; authority to retain advisors .
• Attendance: In 2024, the Board held 14 meetings; Audit 10; Compensation 6; Nominating 3. Each director attended at least 75% of meetings of the Board and applicable committees .
• Committee assignments (2025):
  • Nominating, Governance & Sustainability Committee: Chair (DeMartini); members include Mary Jackson .
  • Compensation Committee: Member; Chair is Alan H. Rappaport; members include Delaney and Davanzo .
  • Audit Committee: Not a member .
• Shareholder agreements and nomination rights:
  • Crestview Victory retains board nomination and committee representation rights proportional to ownership (≥10% and ≥5% thresholds) .
  • Amundi transaction includes future board nomination rights (up to two directors) and committee representation while ownership thresholds are met; three-year lock-up and standstill post-closing .

Fixed Compensation

Notes:

• Election to receive cash in equity: In 2024, DeMartini elected to receive $15,000 otherwise payable in cash as fully-vested RSAs .
• Director compensation structure for non-employee directors: Annual $185,000 board retainer; $15,000–$25,000 chair fees; $7,500–$10,000 committee member fees; $100,000 in fully-vested RSAs; optional deferral via VCH Director Deferred Compensation Plan; expense reimbursement for meeting attendance .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Asset and wealth management leadership at Bank of America and Morgan Stanley; oversight of large-scale AUM and retail/private client businesses .
• Capital markets and regulatory governance through leadership roles at Nasdaq and NASD; extensive M&A and strategic assessment capabilities .
• Board experience across public/private companies; global investment management perspective .

Equity Ownership

Policy indicators:

• Insider trading policy prohibits hedging and pledging by directors and NEOs .
• Executive stock ownership guidelines apply to NEOs; director-specific ownership guidelines not disclosed in the proxy .

Governance Assessment

• Committee leadership and engagement: DeMartini chairs the Nominating Committee and serves on the Compensation Committee; appointment as Lead Independent Director centralizes independent oversight and agenda/information controls—positive for board effectiveness .
• Independence and attendance: Board affirms independence; at least 75% attendance threshold met; active committee workload indicates engagement .
• Shareholder voting signals: In 2024, DeMartini’s re-election received 28,963,486 FOR vs 21,423,937 AGAINST, materially lower FOR votes than the CEO’s re-election (45,546,424 FOR) and lower support than say-on-pay (47,486,789 FOR), indicating elevated shareholder dissent focused on his seat relative to other items .
• Ownership alignment: Material personal and family trust holdings (1.3% of common) support alignment; Company policy bans hedging/pledging, reducing misalignment risk .
• Potential conflicts and RED FLAGS:
  • Crestview affiliations: DeMartini’s vice chairman role at Crestview concurrent with Crestview’s board nomination and committee rights, and large ownership, create perceived conflict risks, especially with another Crestview-affiliated director (Delaney) on the Compensation Committee; mitigated by Board independence determination but remains a governance sensitivity for investors .
  • Concentration of influence: Employee Shareholders’ Agreement and prospective Amundi nomination rights can shape Board composition and committee representation; monitoring independence and committee balance is warranted .
• Compensation structure for directors: Pay is largely fixed (cash retainer/committee fees) plus fully-vested RSAs; absence of performance conditions and director options reduces incentive risk but may be viewed as weak pay-for-performance linkage for directors; equity grants and personal ownership partially offset .
• Policies: Robust clawback for executives, anti-hedging/pledging, and independent compensation consultant (Aon McLagan) support governance quality; Compensation Committee composed entirely of independent directors; no tax gross-ups; double-trigger change-in-control only for executives .

Overall, DeMartini brings deep sector expertise and now formalized independent leadership as LID; investors should monitor Crestview-related interlocks, board nomination rights under shareholder agreements, and shareholder voting trends on his seat for potential governance overhangs .