Geoffrey R. Norman
About Geoffrey R. Norman
Independent director of Westwood Holdings Group since April 2007; age 81. Former GE executive with a 36-year career in finance and asset management, including EVP of GE Asset Management and service on the Boards of Trustees of the GE Pension Fund and GE Canada’s Pension Plan . The Board designates him as an Audit Committee financial expert and confirms his independence under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric | Comptroller, CFO (GE International Contractor Equipment), VP & Treasurer (GE Capital), EVP (GE Asset Management) | 1968–2004 | Led creation of GE’s external money management business; served on Boards of Trustees for GE Pension Fund and GE Canada’s Pension Plan |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| buildOn (global board) | Director | Not disclosed | Not-for-profit building schools in underdeveloped countries; organizes U.S. high school after-school clubs |
| 5AM Ventures | Consultant | Not disclosed | Life sciences venture capital firm; consulting role (no public company board disclosed) |
Board Governance
- Independence: Affirmatively determined independent; designated Audit Committee financial expert .
- Attendance: Board met 5 times in 2024; all nominees who served attended all meetings. Audit met 5, CHC 6, Governance 4; committee meetings noted with full attendance .
- Board leadership: Separate CEO/Chair roles; independent Chair in 2024 with executive sessions; Board refreshment policy with age limits and tenure caps .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 5 | In attendance (committee met 5 times; attendance noted) |
| Compensation & Human Capital (CHC) | Chair | 6 | In attendance (committee met 6 times; attendance noted) |
| Governance/Nominating | Member | 4 | In attendance (committee met 4 times; attendance noted) |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 70,000 | Non‑employee director cash retainer |
| CHC Committee chair retainer | 15,000 | Additional annual retainer for CHC chair |
| Meeting fees | 0 | No Board/committee meeting fees |
| Westwood Trust board fees (All Other Compensation) | 5,000 | $1,000 annual retainer + $1,000 per quarterly meeting |
| Total cash (Fees Earned or Paid in Cash) | 85,000 | As reported for Geoffrey R. Norman |
Performance Compensation
| Equity Award (2024) | Grant Value ($) | Type | Grant Date | Vesting | Unvested Shares at 12/31/2024 |
|---|---|---|---|---|---|
| Annual director equity grant | 95,000 | Time‑based restricted stock | May 1, 2024 | 12 months (generally) | 7,547 (vests May 1, 2025) |
| Dividend treatment | — | Dividends on unvested restricted stock accrued and paid only upon vesting under Plan terms | — | — | — |
Director stock ownership guidelines apply and all non‑employee directors are in compliance .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed in proxy |
| Private/non‑profit boards | buildOn global board |
| Other roles | Consultant to 5AM Ventures (life sciences VC) |
| Interlocks/conflicts | No shared directorships or related‑party transactions involving Norman disclosed; see Related Party section |
Expertise & Qualifications
- Extensive financial, operational, regulatory, and strategic expertise from GE; deep institutional investment management experience (asset manager and plan sponsor perspectives) .
- Audit Committee financial expert designation; accounting and financial management expertise per NYSE standards .
- Governance engagement across risk oversight via Audit and CHC mandates (financial reporting, compensation, DEI, succession, ESG) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Geoffrey R. Norman | 44,397 | * (less than 1%) | As of March 3, 2025 |
| Unvested restricted stock (director) | 7,547 | — | Issued May 1, 2024; vests May 1, 2025 |
| Ownership guidelines compliance | — | — | All non‑employee directors are in compliance |
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; perfect attendance; chairs CHC and demonstrates robust compensation governance (independent consultant McLagan engaged; no consultant conflicts) .
- Alignment: Director pay balanced between cash ($85,000) and equity ($95,000) with one‑year vesting; director ownership guidelines and clawback policies in place; hedging/short sales prohibited for executives and directors .
- Risk oversight: Active across financial reporting, cybersecurity, legal/regulatory compliance, compensation risk mitigation, governance/succession; ESG integrated via Board committees .
- Conflicts: No related‑party transactions disclosed involving Norman; the proxy notes $228,000 revenue from a GAMCO affiliate and management accounts for certain insiders at preferred fee rates subject to conflict review controls (none attributed to Norman) .
- Refreshment considerations: Board refreshment policy sets age/tenure limits; Norman is 81 with service since 2007—positive continuity but potential succession/refresh considerations per policy framework .
RED FLAGS: None disclosed—no attendance issues, no related‑party transactions involving Norman, no hedging/short‑sale activity; director compensation within plan limits and subject to clawback .