Timothy A. Holt
About Timothy A. Holt
Independent Chairman of the Board at Virtus Investment Partners, Inc. (VRTS), age 72, director since 2009, and affirmed independent by the Board in February 2025. Holt’s career spans senior finance, investment, and enterprise risk leadership at Aetna, including Chief Investment Officer (1997–2008), Chief Enterprise Risk Officer (2004–2007), and CFO of Aetna Retirement Services (1996–1997). He also serves on VRTS’s Compensation and Governance Committees, bringing deep risk management and investment oversight credentials to board leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aetna, Inc. | Senior VP & Chief Investment Officer | 1999–2008 | Member of Aetna’s Executive Committee (2003–2008); led investment portfolio strategy and governance |
| Aetna, Inc. | Vice President & Chief Investment Officer | 1997–1999 | Oversaw enterprise investments |
| Aetna, Inc. | Chief Enterprise Risk Officer | 2004–2007 | Led enterprise risk oversight |
| Aetna Retirement Services | Senior VP & Chief Financial Officer | 1996–1997 | Finance leadership for retirement services |
| Aetna, Inc. | VP Portfolio Management Group | 1992–1995 | Portfolio management leadership |
| Aetna, Inc. | VP Finance & Treasurer | 1989–1991 | Corporate treasury, finance oversight |
| Aetna, Inc. | VP Public Bonds; Property/Casualty PM; Investment Officer/Analyst | 1977–1989 | Fixed income and P/C portfolio management; investment analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGIC Investment Corporation | Director; Chairman of Securities Investment Committee | 2012–Apr 2025 | Oversight of investment policies; board service at leading mortgage insurer |
| StanCorp Financial Group | Director | Jan 2014–Feb 2017 | Board service at insurance products firm (public until Mar 2016) |
Board Governance
- Independent Chairman elected by the Board; independent directors hold regular executive sessions .
- Committee assignments: Compensation Committee (member), Governance Committee (member); not on Audit .
- Independence: Board determined Holt meets NYSE independence criteria; all committee members are independent under NYSE/SEC rules .
- Attendance and engagement: Board held 11 meetings in 2024; each then-current director attended at least 75% of Board and committee meetings. Compensation Committee held 6 meetings; Governance Committee held 7; Audit Committee held 8 .
- Annual board self-evaluation facilitated by third party; Governance Committee conducts individual director evaluations for re-nomination .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annual Chairman Retainer (structure reference) | $350,000; paid 50% cash/50% equity (applies to non-exec Chair) |
| Committee Retainers (structure reference) | Audit Chair $25,000; Audit Member $15,000; Compensation Chair $25,000; Compensation Member $15,000; Governance Chair $12,500; Governance Member $7,500 |
| Timothy A. Holt – Fees Earned/Paid in Cash ($) | $186,250 |
| Timothy A. Holt – Stock Awards ($) | $186,137 (granted May 15, 2024 in common stock) |
| Timothy A. Holt – Total ($) | $372,387 |
Notes:
- Retainers paid 50% cash and 50% equity; equity portion granted on the date of the Annual Meeting (May 15, 2024 for 2024 awards) .
- In 2024, the Board approved modest increases effective Jan 1, 2025 for Audit and Governance Committee Chair retainers (+$5,000; +$2,500, respectively) .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked director pay | None disclosed; non-employee director compensation consists of fixed retainers paid in cash and common stock (no performance metric linkage) |
| Equity instrument type | Common stock awards (not RSUs/PSUs) for directors; granted on Annual Meeting date |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| MGIC Investment Corporation | Mortgage Insurance | Director; Chair of Securities Investment Committee | No VRTS-related transaction disclosed; sector distinct from asset management |
| StanCorp Financial Group | Insurance Products | Former Director | Former role; no current interlock |
Expertise & Qualifications
- Investment and portfolio management leadership across fixed income and multi-asset strategies (Aetna CIO; Public Bonds; Portfolio Management) .
- Enterprise risk oversight experience (Chief Enterprise Risk Officer) .
- Corporate finance and treasury expertise (CFO of Aetna Retirement Services; VP Finance & Treasurer) .
- Board leadership experience across financial services (independent Chairman at VRTS; director roles at MGIC and StanCorp) .
Equity Ownership
| Metric | As of |
|---|---|
| Shares Beneficially Owned (Holt) | 30,745; <1% of outstanding shares |
| Shares Outstanding Reference | 6,911,016 (basis for % ownership table) |
| Director Stock Ownership Guideline | 4x annual cash retainer; directors expected to retain stock retainer portion (net of taxes) until met |
| Compliance with Guidelines | All non-employee directors in compliance except Messrs. Morris and Weisenseel (newer appointees); Holt in compliance |
| Hedging/Pledging | Anti-hedging policy for directors; no pledging disclosures for Holt in proxy |
Governance Assessment
- Board effectiveness: Independent Chair structure with regular executive sessions, robust committee activity, and third-party facilitated self-evaluation signal active oversight and board independence .
- Compensation governance: Holt sits on the Compensation Committee, which uses independent consultant Mercer and defined processes; committee determined Mercer has no conflicts .
- Alignment: Director compensation paid 50% in equity and subject to a 4x cash retainer ownership guideline; Holt meets ownership requirement, reinforcing alignment with shareholders .
- Independence & conflicts: Board affirmed Holt’s independence; proxy states a related-party transaction review policy with Audit Committee approval requirement; no related-party transactions involving Holt are disclosed in the proxy .
- Engagement: 2024 attendance thresholds met by all then-current directors; Holt presided over 11 Board meetings as independent Chairman .
- Shareholder sentiment signal: 93% Say-on-Pay support at 2024 meeting, indicating broad investor confidence in compensation governance (executive program reference) .
RED FLAGS
- None disclosed specific to Holt: no pledging or related-party transactions are reported in the proxy; director compensation is fixed/retainer-based without performance metric manipulation risk .