Peter L. Bain
About Peter L. Bain
Peter L. Bain (66) is an independent director of Virtus Investment Partners, Inc., serving on the Board since 2019. He is the former President, Chief Executive Officer and Director of OM Asset Management (now described as Acadian Asset Management, Inc.) and previously held senior roles at Legg Mason, Berkshire Global Advisors, and Merrill Lynch, bringing extensive asset-management leadership, corporate finance and operational expertise. The Board has affirmatively determined Mr. Bain is independent under NYSE rules. He attended at least 75% of Board and committee meetings in 2024, and attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OM Asset Management (now described as Acadian Asset Management, Inc.) | President, CEO and Director | 2011–2017 | Led a global multi-boutique asset manager; brings leadership and finance/operations experience to VRTS. |
| Legg Mason | Senior Executive Vice President; Head of Affiliate Management and Corporate Strategy; Chief Administrative Officer | 2001–2009 (SEVP 2004–2009; affiliate management/corporate strategy 2008–2009; CAO 2003–2005) | Broad corporate finance and affiliate strategy oversight. |
| Berkshire Global Advisors | Managing Director | 1991–2000 (MD 1995–2000) | Advisory experience across asset/wealth management. |
| Merrill Lynch & Co. | Various roles | 1987–1990 | Early capital markets/finance roles. |
External Roles
| Company/Organization | Capacity | Status/Timing |
|---|---|---|
| OM Asset Management (now described as Acadian Asset Management, Inc.) | Director (concurrent with CEO role) | 2011–2017 |
| Other current public company directorships | — | None disclosed in the proxy for Mr. Bain. |
Board Governance
- Committee assignments (2025): Compensation Committee Member; no chair roles.
- Independence: Board determined Mr. Bain is independent under NYSE rules (Feb 2025).
- Attendance/engagement: Board held 11 meetings in 2024; all then-current directors attended ≥75% of Board/committee meetings; all current directors except Mr. Weisenseel attended the 2024 Annual Meeting (Mr. Bain attended).
- Board leadership: Independent Chairman (Timothy A. Holt); independent directors meet in regularly scheduled executive sessions.
Fixed Compensation
Policy and structure (non-employee directors):
- Annual Board retainer: $200,000 (other directors); paid 50% cash / 50% equity.
- Committee retainers (Member): Audit $15,000; Compensation $15,000; Governance $7,500.
- Equity portion is granted in Common Stock on the date of each Annual Meeting.
2024 actual (Mr. Bain):
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $107,500 |
| Stock Awards (grant-date fair value; granted May 15, 2024) | $107,369 |
| Total | $214,869 |
Notes:
- Chairman’s retainer is $350,000 (context; not applicable to Mr. Bain).
- Retainer mix remained 50% cash / 50% equity; equity granted at the 2024 Annual Meeting date (May 15, 2024).
Performance Compensation
- No performance-based director compensation disclosed; equity is delivered as Common Stock (not options/PSUs) to align interests with shareholders.
- No meeting fees disclosed for directors; compensation is via retainers and equity as above.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Bain. |
| Prior public company boards | Served as Director of OM Asset Management concurrent with CEO role (2011–2017). |
| Interlocks/conflicts | None disclosed relating to Mr. Bain in the proxy. Company maintains a Related Party Transaction Policy with Audit Committee oversight. |
Expertise & Qualifications
- Asset management CEO experience (multi-boutique platform leadership).
- Corporate finance, affiliate management, and strategy (Legg Mason leadership roles).
- Investment banking and advisory background (Merrill Lynch, Berkshire Global Advisors).
- Governance fit: Serves on VRTS Compensation Committee.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of March 31, 2025) | 3,404 (less than 1% of outstanding) |
| Director stock ownership guideline | 4x the annual cash retainer |
| Compliance with guideline | All non-employee directors are in compliance except Messrs. Morris and Weisenseel; Mr. Bain is in compliance. |
| Anti-hedging policy | Directors are prohibited from hedging Company stock. |
Governance Assessment
Strengths
- Independent director with deep asset-management operating and strategic experience; relevant to Virtus’s multi-boutique model.
- Active committee service on Compensation; Board uses independent consultant (Mercer) with no conflicts identified.
- Solid engagement/attendance standards, with Mr. Bain meeting ≥75% attendance in 2024 and attending the Annual Meeting.
- Director compensation structure delivers 50% in equity, supporting alignment; directors subject to robust 4x cash retainer ownership guideline, and Mr. Bain is compliant.
- Company has anti-hedging and clawback policies, bolstering governance controls.
- Say-on-Pay support of 93% in 2024 indicates broad shareholder support for compensation governance (context for Compensation Committee member).
Watch items / potential risk indicators
- No specific related-party transactions identified for Mr. Bain; continue to monitor proxy disclosures and 8-Ks for any changes; Company policy routes approvals through the Audit Committee.
- Absolute share ownership is modest by share count (3,404 shares), though he meets the director ownership guideline; ongoing alignment maintained via annual equity retainer.