John C. Weisenseel
About John C. Weisenseel
Independent director since December 9, 2024; age 65. Former CFO of AllianceBernstein (2012–2021) with prior senior finance roles at McGraw Hill/Standard & Poor’s, Barnes & Noble, and Citigroup; CPA with BBA (Adelphi) and MBA (UT Austin). Appointed to VRTS’s Audit Committee at board entry; designated by the Board as an audit committee financial expert and determined independent under NYSE rules. Attended each Board and Audit Committee meeting after joining in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AllianceBernstein LP | Senior Vice President & Chief Financial Officer | 2012–2021 | Supervised global finance; member of executive Operating Committee guiding firm strategy |
| McGraw Hill (Standard & Poor’s) | SVP & CFO, Standard & Poor’s; earlier SVP & Corporate Treasurer | 2004–2012 | Senior financial leadership at S&P; corporate treasury leadership |
| Barnes & Noble | Vice President & Corporate Treasurer | 2000–2004 | Treasury leadership |
| Citigroup | Derivatives trading and financial roles | 1990–2000 | Served on TSE Blue Ribbon Advisory Panel for S&P Canadian Index transition |
| KPMG Peat Marwick | Early career | N/D | Audit/finance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lipscomb University College of Business (Nashville) | Executive-in-Residence | 2021–present | Post-retirement academic/mentorship role |
| Nashville Zoo | Finance Committee Member | N/D | Non-profit governance |
| Nashville Public Television | Board Member; Immediate Past Chair | N/D | Non-profit governance |
| Thistle Farms | Board Member | N/D | Non-profit governance |
Board Governance
- Independence: Board determined Weisenseel is independent under NYSE rules (Feb 2025).
- Committee assignments: Audit Committee member; designated an “audit committee financial expert.” No chair roles.
- Attendance: Attended each Board and Audit Committee meeting after joining in December 2024; Board held 11 meetings in 2024; Audit Committee held 8 meetings.
- Board leadership: Independent Chairman (Timothy Holt); independent directors meet in regularly scheduled executive sessions.
- Election cycle: Standing for one-year terms as part of phased declassification; nominated for re-election at 2025 meeting.
Fixed Compensation
| Component | Amount / Structure | Notes |
|---|---|---|
| Annual Board retainer (non-executive director) | $200,000 | Paid 50% cash, 50% equity; equity granted on the date of each Annual Meeting. |
| Audit Committee member retainer | $15,000 | 50/50 cash/equity via overall structure. |
| Audit Committee chair retainer | $25,000 | Not applicable to Weisenseel (member, not chair). |
| 2024 actual to Weisenseel | $13,511 cash (pro rata) | Pro rata cash retainer for remainder of 2024; no 2024 stock award due to December appointment timing. |
Performance Compensation
- Non-employee directors do not receive performance-based pay; compensation is retainer-based with 50% in common stock; no stock options or PSUs are granted to directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed. |
| Private/non-profit boards | Nashville Public Television; Thistle Farms; Nashville Zoo Finance Committee. |
| Potential interlocks/conflicts | None disclosed; no related-party transactions under Item 404(a) at appointment; no family relationships; no selection arrangements. |
Expertise & Qualifications
- Financial expertise: Board-designated audit committee financial expert; extensive CFO and treasury experience across asset management and information services.
- Education/credentials: BBA (Accounting, Adelphi); MBA (Finance & CIS, UT Austin); Certified Public Accountant.
- Industry depth: Two decades in asset management finance and strategy; S&P business unit CFO experience.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 0 shares; <1% of outstanding (6,911,016 shares outstanding basis). |
| Ownership guidelines (directors) | 4x annual cash retainer; no fixed time limit; expected to retain all stock portion of retainer (net of taxes) until met. |
| Compliance status | All directors in compliance except Morris and Weisenseel (recent appointees); expected to retain stock retainer until compliant. |
| Pledging/hedging | Company policy prohibits hedging by directors and executive officers. |
Governance Assessment
- Positives for investor confidence:
- Independence and deep finance expertise; designated audit committee financial expert.
- Strong attendance post-appointment and immediate engagement on Audit Committee.
- No related-party transactions or family relationships disclosed at appointment; standard indemnity agreement used.
- Director pay is market-aligned with 50% equity, reinforcing alignment; robust anti-hedging policy for directors.
- Broader governance environment shows solid shareholder support (93% “Say on Pay” approval in 2024).
- Watch items / potential red flags:
- Zero beneficial ownership as of March 31, 2025 reflects timing (December 2024 appointment and equity grants at Annual Meeting); he is expected to accumulate shares under the 4x retainer guideline.
- No chair roles currently; influence is through Audit Committee membership (mitigated by financial expert designation).
Related-party and conflict review: Company’s policy requires Audit Committee review/approval of related-party transactions; none disclosed for Weisenseel.
Appendix: Director Compensation Table (2024, excerpt)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John C. Weisenseel | 13,511 | — | 13,511 |
Appendix: Committee Roster (current)
| Name | Audit | Compensation | Governance |
|---|---|---|---|
| John C. Weisenseel | Member |
Insider Transactions (Disclosure status)
| Period Reviewed | Forms 3/4/5 Disclosed in Reviewed Company Filings | Notes |
|---|---|---|
| Through 2025 Proxy and Dec-2024 8-K | Not presented in DEF 14A; 8-K appointment contains no Form 4 detail | Use SEC filings for updates; beneficial ownership as of 3/31/2025 is 0 shares. |