Ellen H. Masterson
About Ellen H. Masterson
Independent director of Westwood Holdings Group since 2014; age 74. Former PwC partner (1985–1997, 1999–2008) with senior international leadership roles (2001–2008), and former Senior Vice President & Chief Financial Officer of American General Corporation (1997–1999). She brings deep audit, financial reporting, M&A, and financial services expertise; the Board has deemed her independent and an Audit Committee financial expert. She also serves on the Board of Insperity, Inc. (NYSE: NSP) and the Board of Governors of The Doctors Company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner; senior leadership with international responsibilities | Partner: 1985–1997, 1999–2008; leadership: 2001–2008 | Specialized in audits of investment management and public companies; focus on M&A; international leadership across PwC’s global network |
| American General Corporation | Senior Vice President & Chief Financial Officer | 1997–1999 | CFO experience at a large insurer; prior to acquisition by AIG |
External Roles
| Organization | Role | Committees/Focus | Notes |
|---|---|---|---|
| Insperity, Inc. (NYSE: NSP) | Director | Audit/Comp roles not specified in WHG proxy | Leading HR/business performance solutions provider |
| The Doctors Company | Board of Governors | Governance oversight | Largest doctor-owned medical malpractice insurer in U.S. |
| Numerous nonprofit/charitable organizations | Director/Trustee | — | Service since 1982 |
Board Governance
- Committee assignments: Audit Committee Chair; member, Compensation and Human Capital (CHC) Committee; member, Governance/Nominating Committee. Audit Committee met 5× in 2024, CHC 6×, Governance/Nominating 4×; all board members were in attendance.
- Independence and expertise: Board affirmed Masterson is independent under NYSE/SEC rules; designated Audit Committee financial expert.
- Engagement: All director nominees serving in 2024 attended all Board meetings; all Board members attended the 2024 Annual Meeting. As Audit Chair, she is listed as the contact for accounting/audit concerns.
- Leadership structure: Independent Chairman chaired executive sessions in 2024; an independent Chair to be appointed at 2025 Annual Meeting.
Fixed Compensation
| Component (2024) | Amount ($) | Details |
|---|---|---|
| Annual retainer (cash) | 70,000 | Non-employee director retainer |
| Audit Committee Chair fee | 15,000 | Additional retainer for Audit Chair |
| Committee membership fees | 0 | No specific membership fees beyond chair retainers |
| Meeting fees | 0 | No per-meeting fees |
| Trust Board compensation (cash) | 5,000 | $1,000 annual retainer + $1,000 per quarterly meeting (4) for Westwood Trust Board |
| Restricted stock (equity) | 95,000 | $90,000 director award + $5,000 Trust Board award; time-based RS, 12-month vesting |
| Total (reported) | 185,000 | Fees earned $85,000; All Other $5,000; Stock awards $95,000; Total $185,000 |
- Director stock awards vest 12 months from grant; unvested RS as of 12/31/2024: 7,547 shares; grant 5/1/2024, vest 5/1/2025. Dividends on RS accrue and pay only upon vesting; unvested RS cannot be pledged.
Performance Compensation
| Item | Grant date | Value/Units | Vesting | Performance metrics tied to awards |
|---|---|---|---|---|
| Time-based restricted stock (director) | 5/1/2024 | 7,547 unvested RS as of YE 2024 | 12 months (to 5/1/2025) | None disclosed; director RS awards are time-based, not performance-based |
Other Directorships & Interlocks
| Company | Role | Potential interlock/conflict with WHG | Disclosure notes |
|---|---|---|---|
| Insperity, Inc. | Director | None disclosed | No related-party transactions involving Masterson reported; only disclosed related revenue: $228k from a GAMCO affiliate (unrelated to Masterson) |
| The Doctors Company | Board of Governors | None disclosed | No Masterson-specific related-party transactions disclosed |
Expertise & Qualifications
- Audit and financial reporting: Long-tenured PwC partner; designated Audit Committee financial expert.
- CFO experience: Former CFO of American General; deep financial services/M&A background.
- International and strategic leadership: Senior leadership roles at PwC with global responsibilities.
- Industry governance: Current roles at Insperity and The Doctors Company add HR services and insurance perspectives to WHG’s board.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 41,144 | As of 3/3/2025; less than 1% of shares outstanding |
| Ownership as % of shares outstanding | <1% | Based on 9,379,675 shares outstanding |
| Unvested restricted stock | 7,547 | Issued 5/1/2024; vests 5/1/2025 |
| Stock ownership guideline status | In compliance (directors) | Directors required to hold net vested shares until minimum achieved; all are in compliance |
- Hedging/short sales by directors prohibited; dividends on unvested equity are accrued and paid only upon vest.
Governance Assessment
- Board effectiveness: Masterson’s tenure, audit expertise, and chair role support robust financial oversight, including cybersecurity, enterprise risk management, and ESG risk review by the Audit Committee. Attendance was 100% across Board and committees in 2024, reinforcing engagement.
- Independence and alignment: Affirmed independent; meaningful share ownership with annual time-based equity grants and director ownership guidelines (in compliance) align interests with shareholders.
- Compensation governance: As CHC member, oversight uses independent consultant (McLagan) with no conflicts; annual say-on-pay support was strong (86%+ “For” in 2025), indicating investor confidence in pay structures.
- Potential conflicts/RED FLAGS: No Masterson-specific related-party transactions disclosed; directors and affiliates may have investment accounts at WHG managed at preferred fee rates consistent with select non-board clients, with conflicts governed by policy and independence reaffirmed—no red flag identified.
- Signals: Continued approval of stock incentive plan and strong say-on-pay support suggest shareholders endorse current governance and compensation frameworks overseen by the Board and its committees.