Melody L. Jones
About Melody L. Jones
Independent director at Virtus Investment Partners since 2014 (age 65). Jones is an executive assessment and coaching professional (founder of 32-80 Advisors, LLC) and, as of February 2025, serves as interim Chief Human Resources Officer at Heidrick & Struggles; prior roles include CAO and CHRO positions at CEB, global head of HR at T. Rowe Price, and CHRO at Aon, evidencing deep human capital, operations, and governance expertise . The Board affirms her independence under NYSE rules; she chairs the Compensation Committee and serves on the Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heidrick & Struggles | Interim Chief Human Resources Officer | As of Feb 2025 | Executive leadership in HR |
| CEB (now Gartner) | Chief Administrative Officer | 2012–2017 | Global responsibility for New Product Dev., IT, Legal & Compliance, HR, Communications, Philanthropy, Events |
| CEB | Chief Human Resources Officer | 2005–2012 | Built enterprise HR; later managed Professional Services (2010–2012) and Product Development (2013–2015) |
| T. Rowe Price | Global Head of Human Resources | 2002–2005 | Oversight of global HR at asset manager |
| Aon Corporation | Chief Human Resources Officer | 1998–2002 | Led corporate HR; prior head of Midwest office and HR Strategy & Technology consulting practice (1994–1998, 1996–1998) |
| Organizational Dynamics, Inc. | Senior Consultant | Prior to Aon | Management training and consulting |
| Citicorp Mortgage | Leadership positions | 6-year tenure | Mortgage leadership experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| CEATI | Director | Board | User-driven utilities best-practices network |
| Fount Global | Director | Board | Tech and employee experience insights |
| YPTC | Director | Board | Outsourced accounting for non-profits |
| Pamlico Investment Partners | Advisory Board Member | Advisory | Mid-market private equity firm |
| Exec Online | Advisory Board Member | Advisory | Global leadership development business |
Board Governance
- Committee assignments: Compensation Committee (Chair); Governance Committee (Member) .
- Independence status: Board determined Jones is independent under NYSE rules; all members of Compensation and Governance Committees are independent .
- Board activity and attendance: Board held 11 meetings in 2024; each then-current director attended at least 75% of Board and committee meetings (Jones included) . Compensation Committee held 6 meetings; Governance Committee held 7 meetings in 2024 .
- Board leadership: Independent Chairman (Timothy A. Holt); independent directors meet in regularly scheduled executive sessions .
- Shareholder engagement: As Compensation Chair, Jones led outreach; after the 2024 meeting, the company contacted holders representing ~58% of shares, and held discussions with ~18% of shares; many holders reported no material concerns .
Fixed Compensation
| Director Compensation (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 116,250 |
| Stock Awards (grant-date fair value) | 116,043 |
| Total | 232,293 |
- Structure: Non-executive directors received an annual retainer of $200,000; paid 50% in cash (quarterly in advance) and 50% in equity (common stock granted on the Annual Meeting date). Committee retainers: Audit Chair $25,000, Audit Member $15,000; Compensation Chair $25,000, Compensation Member $15,000; Governance Chair $12,500, Governance Member $7,500 .
- 2025 update: Audit Chair retainer increased by $5,000; Governance Chair retainer increased by $2,500, effective January 1, 2025 .
Performance Compensation
| Element | Award Type | Performance Linkage | Metrics | Vesting/Grant Timing |
|---|---|---|---|---|
| Annual Director Equity | Common Stock | None (fixed equity retainer) | N/A | Granted in Common Stock on Annual Meeting date |
| Options/PSUs | N/A for directors | N/A | N/A | No option awards disclosed for non-employee directors |
Other Directorships & Interlocks
- Public/director interlocks: None disclosed in the proxy for Jones; independence affirmed and related-party transactions subject to Audit Committee approval under policy .
- External board/advisory roles listed above; no Company transactions with those entities are disclosed in the proxy .
Expertise & Qualifications
- Human capital and organizational leadership: Former CHRO/CAO with oversight spanning IT, Legal & Compliance, HR and product development; deep experience aligning compensation with strategy .
- Asset management domain familiarity: Prior HR leadership at T. Rowe Price; current board role at Virtus; equips Jones to chair Compensation and serve on Governance .
- Shareholder engagement and governance rigor: Led compensation-related outreach; robust pay-governance framework including independent consultant (Mercer) and clawback policy at the Company level .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 8,213 (less than 1%) |
| Shares Outstanding (reference) | 6,911,016 as of Mar 31, 2025 |
| Director Ownership Guidelines | 4× annual cash retainer; directors retain stock portion net of taxes until met |
| Compliance Status | In compliance (exceptions noted only for Morris and Weisenseel due to recent appointments) |
Compensation Committee Analysis
- Composition: Jones (Chair), Bain, Holt .
- Scope: Reviews and approves executive compensation programs and policies; sets performance goals; oversees equity programs; succession planning support .
- Consultant: Mercer retained as independent compensation consultant; committee determined Mercer’s work posed no conflict of interest after multi-factor analysis .
- Rigor and outcomes: 2022–2024 LTIP PSUs paid 0% for both three-year TSR and relative net flow metrics (below threshold), demonstrating pay-for-performance alignment .
- Say-on-Pay support: 93% approval at 2024 annual meeting; committee maintained core pay design for 2024 given strong support .
Governance Assessment
- Strengths: Independence; seasoned human capital and governance expertise; active shareholder engagement; disciplined compensation oversight with independent consultant and clawback policy; director ownership guideline compliance .
- Compensation structure alignment: Balanced cash/equity retainer; no options; equity granted in common stock on meeting date; committee fees modest and transparent .
- Board effectiveness signals: Regular executive sessions under independent chair; full committee charters; robust meeting cadence; directors met attendance thresholds .
- Watch items: Jones’s interim CHRO role at Heidrick & Struggles is a significant external management commitment; Board’s annual independence review affirmed independence under NYSE rules, and related-party transaction policy provides oversight should any transaction arise .