W. Howard Morris
About W. Howard Morris
Independent director since 2021; age 65. President and Chief Investment Officer of The Prairie & Tireman Group; CPA and CFA. Tenure on Virtus board began March 2021; designated an “audit committee financial expert.” Independence affirmed by the Board in February 2025 under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Prairie & Tireman Group | President & Chief Investment Officer | 1998–Present | Investment management leadership |
| WILMOCO Capital Management | President & Chief Investment Officer | Prior to 1998 | Managed institutional portfolios |
| Inkster Public School District | CEO & Emergency Financial Manager | 2002–2005 | Financial and operational control; state-appointed |
| Detroit Public School District | Chief Financial Officer | Pre-2002 | District financial leadership |
| Hillsdale College | Assistant Professor (Accounting & Investments) | 1991–1998 | Academic instruction in finance disciplines |
| Michigan State Tax Commission | Commissioner (second four-year term) | Current | State tax policy oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Owens Corning | Director | 2007–Apr 2025 | Public company board service |
| Michigan State Tax Commission | Commissioner | Current | Government body |
Board Governance
- Committee assignments: Audit Committee member; designated “audit committee financial expert.” Not a chair of any committee .
- Committee roster: Audit (Greig—Chair; Fleming; Morris; Weisenseel); Compensation (Jones—Chair; Bain; Holt); Governance (Fleming—Chair; Jones; Holt) .
- Independence: Board determined Morris is independent (Feb 2025) .
- Attendance and engagement: Board held 11 meetings in 2024; each then-current director attended at least 75% of Board and committee meetings. All current directors except Weisenseel attended the 2024 Annual Meeting, implying Morris attended .
- Audit Committee activity: Eight meetings in 2024; formal pre-approval policy for auditor services; Audit Committee report signed by Greig (Chair), Fleming, Morris, Weisenseel .
Fixed Compensation
| Component (2024) | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Annual director retainer (non-exec) | 100,000 | 100,000 (granted in Common Stock at Annual Meeting) | 200,000 |
| Audit Committee member retainer | 7,500 | 7,500 | 15,000 |
| Reported compensation (Morris) | 107,500 | 107,369 (grant date May 15, 2024) | 214,869 |
Notes:
- Retainers paid 50% cash / 50% equity; equity granted on Annual Meeting date (May 15, 2024) .
- Chairman and committee chair/member retainers structure shown below:
- Chairman retainer $350,000 (not applicable to Morris) .
- Committee retainers: Audit Chair $25,000 / Member $15,000; Compensation Chair $25,000 / Member $15,000; Governance Chair $12,500 / Member $7,500. 50% cash / 50% equity .
Performance Compensation
- Directors do not receive performance-based bonuses, PSUs, or options; compensation is cash retainers plus equity in the form of Common Stock for alignment. No meeting fees disclosed .
Other Directorships & Interlocks
| Company | Industry Relationship to VRTS | Interlock/Conflict Assessment |
|---|---|---|
| Owens Corning | Unrelated (building materials) | No competitive overlap disclosed; no VRTS-related party transactions identified for Morris in proxy . |
Expertise & Qualifications
- CPA and CFA; investment management and financial oversight expertise; designated “audit committee financial expert” under SEC rules .
- Experience spans institutional portfolio management, public-sector financial management, academic finance instruction, and state tax commission service .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| W. Howard Morris | 2,233 | <1% (starred in proxy table) | Includes 435 shares held by The Prairie & Tireman Group, LLC; Morris disclaims beneficial ownership of these shares . |
Director Stock Ownership Guidelines and Status:
- Guideline: 4x annual cash retainer (i.e., 4 × $100,000 for standard directors). Directors are expected to retain equity portion of retainers until guideline met .
- Compliance: All non-employee directors subject to guidelines are in compliance except Morris and Weisenseel; both are expected to retain stock awards until meeting the guideline (Morris appointed March 2021) .
Pledging/Hedging:
- Anti-hedging policy prohibits directors from hedging Company stock; no pledging disclosed for Morris .
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; active Audit Committee participation (eight meetings in 2024); attendance at least 75% of meetings; compensation structure 50% equity promotes alignment .
- Ownership alignment: Owns 2,233 shares (<1%); not yet at 4x retainer guideline but expected to retain equity awards until compliant—monitor progress to guideline .
- Conflicts/related-party exposure: The Prairie & Tireman Group, LLC holds 435 shares of VRTS; Morris disclaims beneficial ownership. No related-party transactions involving Morris disclosed; Company has formal Related Party Transaction Policy overseen by Audit Committee .
- Time commitments: Concurrent Owens Corning directorship through April 2025; no adverse interlocks identified with VRTS’s business .
- RED FLAGS to monitor: Guideline shortfall (until satisfied); ensure no pledging/hedging; continued verification that Prairie & Tireman has no transactions with VRTS or affiliates beyond passive shareholding .