Susan S. Fleming
About Susan S. Fleming
Dr. Susan S. Fleming (age 55) has served on the Virtus Investment Partners (VRTS) Board since 2009 and is currently an independent director. She is an entrepreneur in residence, angel investor, and former senior lecturer at Cornell University (2009–2018), with prior experience in investment banking and private equity at Morgan Stanley (1992–1994), Insurance Partners Advisors LP (Vice President 1994–2003), and Capital Z Financial Services (Principal 1998–2001; Partner 2001–2003) . The Board affirmed her independence under NYSE rules in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornell University | Senior Lecturer (Management & Entrepreneurship) | 2009–2018 | Academic leadership and instruction |
| Capital Z Financial Services | Principal; Partner | 1998–2001; 2001–2003 | Private equity investing |
| Insurance Partners Advisors LP | Vice President | 1994–2003 | Private equity investing |
| Morgan Stanley & Co. | Various roles | 1992–1994 | Investment banking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RLI Corp. (NYSE:RLI) | Director | Since Aug 2018 | Audit Committee member; Chair of Finance & Risk Committee |
| Endurance Specialty Holdings, Ltd. | Director (prior) | May 2011–Mar 2017 | Governance/insurance oversight (company context) |
| Universal American Financial Corp. | Director (prior) | Jul 1999–Dec 2003 | Healthcare financial oversight (company context) |
| PXRE Group, Ltd. | Director (prior) | Apr 2002–Apr 2005 | Reinsurance oversight (company context) |
| Ceres Group, Inc. | Director (prior) | Feb 2000–Aug 2006 | Insurance and annuity oversight (company context) |
| Quanta Capital Holdings, Ltd. | Director (prior) | Jul 2006–Oct 2008 | Specialty insurance governance (company context) |
Board Governance
- Committee assignments: Audit Committee member; Governance Committee Chair .
- Independence: Board determined she meets NYSE independence criteria; all members of Audit, Compensation, and Governance Committees are independent .
- Attendance: Board held 11 meetings in 2024; all then-current directors attended at least 75% of Board and committee meetings; all current directors except Mr. Weisenseel attended the 2024 annual meeting (Dr. Fleming attended) .
- Audit Committee expertise designation: Board designated Messrs. Greig, Morris, and Weisenseel as audit committee financial experts; Dr. Fleming serves on Audit but is not designated as the financial expert .
| Governance Metric | Value |
|---|---|
| Board tenure (years) | Director since 2009 |
| Committees | Audit (Member); Governance (Chair) |
| Independence status | Independent (Feb 2025 Board determination) |
| 2024 meeting attendance | ≥75% of Board/committee meetings; attended 2024 annual meeting |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Board Retainer | $200,000 | Non-executive directors; paid 50% cash, 50% equity |
| Governance Committee Chair Retainer | $12,500 | 2024 chair fee |
| Audit Committee Member Retainer | $15,000 | 2024 member fee |
| Cash Fees Earned | $113,750 | Actual cash paid in 2024 |
| Stock Awards (Common Stock) | $113,699 | Grant date fair value; equity portion of retainer |
| Total Director Compensation | $227,449 | Sum of cash and stock awards in 2024 |
Additional structure:
- Retainers paid 50% in cash and 50% in equity; cash paid quarterly in advance; equity granted on Annual Meeting date .
- Chairman retainer ($350,000) not applicable to Fleming; applies to independent Chairman .
Performance Compensation
- No performance-based director compensation disclosed (no options/SARs for directors; director retainer equity is time-based in Common Stock) .
Other Directorships & Interlocks
- Current public company: RLI Corp. (insurance). Committee leadership at RLI suggests strong risk oversight skills; no disclosed business interlocks with Virtus customers/suppliers .
- Prior public boards in insurance/financials: Endurance Specialty, Universal American, PXRE Group, Ceres Group, Quanta Capital .
Expertise & Qualifications
- Corporate finance, M&A, and operational leadership experience across investment banking and private equity .
- Academic and entrepreneurial background (Cornell; entrepreneur in residence/angel investor), adding diversity of perspective to governance .
- Governance specialization: Chair of Virtus Governance Committee; committee oversight experience at RLI (Audit; Finance & Risk Chair) .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Beneficial ownership (shares) | 15,984 shares of VRTS Common Stock (as of Mar 31, 2025) |
| Ownership % of outstanding | Less than 1% |
| Director ownership guideline | 4x annual cash retainer; must retain equity portion until met |
| Guideline compliance | All non-employee directors are in compliance except Messrs. Morris and Weisenseel (recent appointees); implies Dr. Fleming is compliant |
Policy alignment:
- Insider Trading Policy prohibits hedging by directors and executive officers .
- Company-wide clawback policy applies to incentive-based compensation for officers (context for governance rigor) .
Governance Assessment
- Strengths: Long-serving independent director; Chair of Governance; cross-industry risk oversight (RLI Finance & Risk Chair); consistent meeting attendance; equity-based director pay (50% of retainer) and ownership guideline promote alignment .
- Compensation mix: Fixed retainers with equity component; no performance-linked director pay; avoids option-risk and aligns with shareholder-friendly practices .
- Independence and conflicts: Board affirmed independence; Related Party Transaction Policy requires Audit Committee approval of any related party transactions; no related party transactions involving Fleming disclosed .
- Risk indicators: Hedging prohibited; no pledging disclosures; no legal proceedings disclosed for directors; 2024 Say-on-Pay support at 93% reflects favorable shareholder sentiment toward compensation governance generally .
Overall signal: Dr. Fleming’s committee leadership and external risk oversight expertise strengthen board effectiveness. Her compensation/ownership structure indicates alignment with shareholders, and no conflicts or attendance issues are disclosed .