Win Neuger
About Win Neuger
Win J. Neuger (age 75) is an independent investor and consultant serving as an independent director of WisdomTree, Inc. since July 2013; he previously served on the Board from January 2007 to December 2009 . He earned an A.B. from Dartmouth College and an M.B.A. from the Amos Tuck Graduate School of Business, and has held senior leadership roles in asset management including EVP/CIO of AIG and CEO/Chair of AIG Investments and PineBridge Investments . He is classified as an independent director under NYSE standards per the company’s Board independence disclosures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIG (American International Group) | Executive Vice President; Chairman & CEO of AIG Investments; Chief Investment Officer | Various, prior to Jan 2009 | Senior asset management leadership and investment oversight |
| PineBridge Investments | Board Director; Chief Executive Officer; Chair of Executive Committee | CEO/Chair Mar 2010–Mar 2012 | Led global asset manager; governance oversight |
| Bankers Trust Company | Managing Director, Fixed Income; Managing Director, Global Equities | Prior to AIG | Led fixed income and equities businesses |
| Western Asset Management | Chief Investment Officer | Prior to Bankers Trust | CIO responsibilities |
| Northwestern National Bank | Head of Fixed Income | Prior to Western Asset | Fixed income leadership |
| WisdomTree, Inc. | Director | Jan 2007–Dec 2009; Jul 2013–present | Current Compensation Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neuger Communications Group (private) | Chairman of the Board | Current | Strategic marketing/PR firm |
| PineBridge Investments | Board of Directors | Past | Independent asset manager |
Board Governance
- Committee assignments: Member, Compensation Committee; not listed as chair of any standing committee .
- Compensation Committee composition and interlocks: 2024 members included Rilla Delorier (Chair as of Jan 2025), Lynn S. Blake, Anthony Bossone, Smita Conjeevaram, and Win Neuger; none were officers/employees in 2024 and none had related-person transactions requiring disclosure .
- Independence and leadership structure: Substantial majority independent; CEO and Chair roles are separate; all standing committees comprised entirely of independent directors .
- Attendance: Board held 13 meetings in 2024; aggregate attendance rate 99%; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Stockholder voting signals (2025 Annual Meeting): Win Neuger received 106,477,569 votes “For” (90.40% of votes cast “for” + “against”), with 11,300,828 “Against,” 30,705 “Abstain,” and 5,977,243 broker non-votes; Say-on-Pay passed with 89.76% “For” .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | Paid quarterly |
| Annual Equity Award (Restricted Stock or DRSUs) | $100,000 | Granted after annual meeting; one-year vest; valued at grant-date closing price |
| Committee Chair Fees | Audit $25,000; Compensation $40,000; Nominating & Governance $15,000; Annual Meeting $12,500; Technology Strategy $15,000 | Paid quarterly; no Tech Strategy payments in 2024 |
| Committee Member Fees | Audit $12,500; Compensation $15,000; Nominating & Governance $7,500; Annual Meeting $7,500; Technology Strategy $7,500 | Paid quarterly |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Win Neuger | 245,355 | 99,997 | 345,352 |
Performance Compensation
- Structure: Non-employee director equity is time-based restricted stock or DRSUs; vesting is one year from grant date; no stock options granted in 2024 to any personnel; no dividends paid on unvested awards .
- Grant details (Neuger): 10,152 shares of restricted stock awarded on June 12, 2024 (grant-date fair value $99,997); these shares vest one year from grant date and counted toward beneficial ownership with voting rights prior to transferability .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public company boards) | — | — | None disclosed in proxy summary for Neuger |
| Private boards (e.g., Neuger Communications Group) | Private | Chairman | No related-party transactions disclosed with WT |
Expertise & Qualifications
- Expertise: Financial services/asset management, executive leadership, corporate governance, accounting/financial reporting (skills matrix indicates coverage across these areas for director nominees) .
- Biography highlights: Senior leadership and CIO roles across major asset managers; global business experience; prior WT Board service .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Win Neuger | 148,334 | 0.1% | Includes 10,152 restricted shares vesting within 60 days of record date (Apr 23, 2025) |
| Shares Outstanding | 147,031,590 | — | Record date Apr 23, 2025 |
Ownership alignment and policies:
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x base retainer; counting includes 50% of unvested time-based awards; stock options and unearned PRSUs excluded .
- Compliance: As of Nov 30, 2024, all non-employee directors met guidelines except David Yates, Lynn S. Blake, Rilla Delorier, Daniela Mielke, Shamla Naidoo, and Tonia Pankopf; Neuger is not listed among exceptions (i.e., met guidelines) .
- Hedging/pledging: Prohibited for directors; policy also prohibits short sales and derivatives trading; holding shares in margin accounts requires prior Audit Committee approval .
Insider trades (Form 4):
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2023-06-26 | 2023-06-27 | A (Award) | 14,662 | $0.00 | 138,182 | https://www.sec.gov/Archives/edgar/data/880631/000166427223000382/0001664272-23-000382-index.htm |
| 2024-06-12 | 2024-06-13 | A (Award) | 10,152 | $0.00 | 148,334 | https://www.sec.gov/Archives/edgar/data/880631/000166427224000298/0001664272-24-000298-index.htm |
| 2025-06-17 | 2025-06-18 | A (Award) | 9,871 | $0.00 | 158,205 | https://www.sec.gov/Archives/edgar/data/880631/000166427225000359/0001664272-25-000359-index.htm |
Governance Assessment
- Committee effectiveness: As a member of the Compensation Committee, Neuger participates in oversight of CEO/NEO pay, succession planning, and director compensation; the committee is fully independent and uses an independent compensation consultant, with no interlocks or related-party issues disclosed—supporting governance quality .
- Ownership alignment: Personal beneficial ownership and compliance with 5x retainer guidelines indicate strong alignment; prohibited hedging/pledging further reduces conflict risk .
- Engagement signals: High 2025 election support (90.40% “For” on his individual vote) and robust say-on-pay approval (89.76% “For”) reinforce investor confidence in board oversight and compensation practices .
- RED FLAGS: None identified—no related-party transactions involving Neuger; no pledging/hedging; attendance thresholds met at Board level; no discretionary or performance-linked director pay that could mask conflicts; no options repricing .