John L. Manley
About John L. Manley
Independent director since 2010; age 76. Retired Senior Partner at Deloitte & Touche LLP (27+ years), former Managing Partner of Deloitte’s Northeast Region Audit & Enterprise Risk Services (2006–2009), founder and National Director of Deloitte’s Regulatory Consulting Practice; seven years of regulatory experience at the SEC and CFTC, including Chief Accountant and Director of Trading & Markets at the CFTC; CPA (inactive). Serves as Audit Committee Chair; brings executive management, financial reporting, risk management, and regulatory expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior Partner; Managing Partner, Northeast Region Audit & ERS | Partner 27+ years; Managing Partner 2006–2009 | Led audit and ERS; governance and risk oversight |
| Deloitte (Regulatory Consulting Practice) | Founder; National Director | Not specified (pre-2006) | Built multi-sector regulatory consulting expertise |
| U.S. Commodity Futures Trading Commission (CFTC) | Chief Accountant; Director, Division of Trading & Markets | Prior to Deloitte (7 years in regulation) | Financial/regulatory oversight of markets |
| U.S. Securities and Exchange Commission (SEC) | Various positions | Prior to Deloitte | Regulatory experience; market oversight |
| UBS Trust Company N.A. | Director; Chairman of Audit Committee | 2013–Aug 2015 | Audit leadership; financial controls |
External Roles
| Company/Institution | Role | Current/Past | Notes |
|---|---|---|---|
| UBS Trust Company N.A. | Director; Audit Chair | Past (2013–Aug 2015) | Bank subsidiary; audit leadership role |
| — | — | — | No current public company directorships disclosed |
Board Governance
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Chair | 8 | All members independent; committee members financially literate and qualify as “audit committee financial experts” under SEC rules |
| Governance | Member; Nominating Subcommittee member | 4 | Governance Committee independent; Nominating Subcommittee currently Benitez (member), Manley (member), Bakshi (Chair) |
| Technology & Operations | Member | 4 | Committee independent; cybersecurity oversight in coordination with Audit |
- Independence: Board affirms Manley is independent under NYSE standards; all Audit and Compensation members independent .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all directors standing for election attended the 2024 AGM; independent directors meet in executive session with Lead Independent Director presiding .
- Audit Committee Report: Audit Committee (signed by Manley, Chair) recommended inclusion of audited financials in 2024 Form 10-K and reappointed PwC for FY2025, citing audit quality and fit .
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John L. Manley | 165,000 | 200,026 | 365,026 |
Director fee schedule (2024–2025 term):
- Annual Board fee: $100,000
- Lead Independent Director: +$40,000
- Committee membership: Audit +$15,000; Compensation +$10,000; Technology & Operations +$10,000; Sustainability & Corporate Responsibility +$10,000; Nominating Subcommittee +$5,000
- Chair fees: Audit +$35,000; Compensation +$30,000; Technology & Operations +$30,000; Governance +$20,000; Sustainability & Corporate Responsibility +$20,000; Nominating Subcommittee +$15,000
Performance Compensation
| Component | Grant Value ($) | Units | Vesting Terms | Notes |
|---|---|---|---|---|
| Annual RSUs (Board service) | 175,000 | — | Vests on earlier of day prior to next annual meeting or one year from grant; 100% shares issued upon vesting | |
| Governance Committee RSUs (member) | 10,000 | — | Same as above | |
| Audit Committee Chair RSUs | 15,000 | — | Same as above | |
| Total RSU grant 2024–2025 | 200,000 (aggregate) | 7,551 RSUs | See above | No options/PSUs disclosed for directors; awards are time-based |
- RSU holdings at 12/31/2024: 9,300 units for Manley .
- Settlement schedule: Of RSUs vested or vesting within 60 days of Reporting Date, 7,551 shares deliver in June 2025; 1,749 shares deliver upon his departure from the Board .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| UBS Trust Company N.A. | Past director and audit chair (2013–Aug 2015) | No ongoing interlock disclosed; no current conflicts noted |
Expertise & Qualifications
- Skills: Accounting/Finance; Corporate Governance/Other Public Company Directorship; Commodities Trading; Legal & Regulatory; Management .
- Audit Committee financial expert status: Audit Committee members (including Chair) are financially literate and qualify as “audit committee financial experts” under SEC rules .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent (%) | RSUs Held (12/31/2024) (#) | Note |
|---|---|---|---|---|
| John L. Manley | 49,614 | <1% | 9,300 | Includes 9,300 units vested/will vest; see footnote for delivery timing |
- Delivery timing detail: 7,551 shares to be delivered June 2025; 1,749 shares deliver upon Board departure .
- Director stock ownership guidelines: Minimum 5x annual fee ($500,000); all non-management directors are in compliance; vested RSUs and deferred stock units count toward compliance .
- Hedging/pledging: Hedging and short sales prohibited; pledging discouraged and requires prior approval; pledged shares do not count toward executive ownership requirements . No pledges by Manley disclosed.
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with deep regulatory and audit background; committee memberships across Governance and Technology & Operations; Audit Committee affirms financial expert qualifications; strong attendance and executive session practices; clear director compensation structure with majority equity via time-based RSUs; robust related-party transaction policy and no reportable related-person transactions in 2024 .
- Alignment: Director ownership guideline compliance; RSU delivery schedule indicates deferral of a portion until Board departure, enhancing long-term alignment .
- Investor sentiment: 2024 director election support for Manley (Votes For: 50,535,266; Withheld: 1,792,862; broker non-votes: 2,724,785), and strong say‑on‑pay support (47,319,299 For; 4,711,774 Against; 297,055 Abstentions), signaling shareholder confidence .
- Red flags: None identified—no related-party transactions; no hedging/pledging disclosed; committee service within independence/overboarding limits (audit committee service cap observed) .