DEF 14A of AlTi Global, Inc.
Filed May 10, 2024 · FY20230001140361-24-025336
Information Regarding the Directors and Director Nominees
Information Regarding the Directors and Director Nominees Our Certificate of Incorporation provides for the annual election of directors. At each annual meeting directors will be elected to hold office until the next year’s annual meeting of stockholders or until his or her successor is duly elected and qualified. Each director nominee has been reviewed and recommended for nomination by our Environmental, Social Governance and Nominating Committee (the “ESG&N Committee”) and has consented to serve as a director if elected. Although management does not anticipate that any nominee will be unable or unwilling to serve as a director, in the event of such an occurrence, proxies may be voted in the discretion of the persons named in the proxy for a substitute designated by the Board, unless the Board decides to reduce the number of directors constituting the Board. Our directors are elected by a plurality of vote cast; therefore, the nominees who receive the largest number of votes cast in favor of their election will be elected. As of the date of this Proxy Statement, our directors are as follows:
Information Regarding the Directors and Director Nominees
| | | | | | Committee Membership | | | | Name | Age | Position(s) | Independent | Director Since | AFR | HC&C | ESG&N | | Ali Bouzarif | 45 | Director | No | 2023 | | | | | Craig Smith | 60 | Director | No | 2023 | | | | | Judy Lee | 56 | Director | Yes | 2023 | • | • | • | | Mark Furlong | 66 | Director | Yes | 2023 | • | • | | | Michael Tiedemann | 52 | Chief Executive Officer and Director | No | 2023 | | | | | Nancy Curtin | 66 | Director | No | 2023 | | | | | Norma Corio | 63 | Director | Yes | 2023 | • | • | | | Peter Yu | 62 | Director | Yes | 2023 | • | | | | Spiros Maliagros | 47 | Director | No | 2023 | | | | | Timothy Keaney | 62 | Chair of the Board | Yes | 2023 | • | | • | | Tracey Brophy Warson | 61 | Director | Yes | 2023 | | • | • | | | | Number of Committee Meetings in 2023 | | | 9 | 8 | 6 |
Information Regarding the Directors and Director Nominees
• Chair
Information Regarding the Directors and Director Nominees
| Director Nominees |
Information Regarding the Directors and Director Nominees
Ali Bouzarif. Mr. Bouzarif has served as a member of our Board since January 2023. Mr. Bouzarif was previously a member of the Supervisory Board and Partner of Alvarium Investments Limited (“Alvarium”). He also served on the Finance and Compensation Committee of Alvarium. Mr. Bouzarif is currently CEO of IlWaddi Advisors and has worked with IlWaddi Group, a global private investment group, since 2017. Mr. Bouzarif previously served as the Head of M&A at the Qatar Investment Authority (the “QIA”) from 2007 to 2017. At the QIA, he was a member of the management investment committee and was instrumental in the completion of several notable transactions, such as the acquisition of the Harrods Department store and the merger of the Fairmont Raffles Hotels Group with AccorHotels, among others. During his tenure at the QIA, Mr. Bouzarif served as a member of the board of directors and the remuneration committee of Heathrow Airport and American Express Global Business Travel (NYSE: GBTG), a board member and member of the commitment committee of AccorHotels, and a member of the board of Canary Wharf Group. Mr. Bouzarif holds a Master’s degree in business engineering from Solvay Brussels School of Economics & Management and is a CFA® charterholder. Mr. Bouzarif’s qualifications to serve on our Board include his investment management experience and time spent serving as a member of a variety of boards of directors. Mark Furlong. Mr. Furlong has served as a member of our Board since September 2023. He is the former President and Chief Executive Officer of BMO Harris Bank, N.A., a role he held from 2011 until his retirement in 2015. Previously, he worked at Marshall & Ilsley Corporation, which he joined in 2001 as Chief Financial Officer, was elected President in 2004, Chief Executive Officer in 2007 and Chairman in 2010. His prior experience includes service as Chief Financial Officer of Old Kent Financial Corp., as First Vice President, Corporate Development for H.F. Ahmanson & Company and as audit partner for Deloitte & Touche LLP. Mr. Furlong currently serves as a Director of Kforce Inc. Mr. Furlong continues to be active in a variety of not-for-profit organizations. Mr. Furlong graduated with a Bachelor of Science degree from Southern Illinois University. Mr. Furlong’s qualifications to serve on our Board include his years spent working in the financial services industry and his extensive service on various company boards of directors. Michael Tiedemann. Mr. Tiedemann has served as our Chief Executive Officer and as a member of our Board since January 2023. Mr. Tiedemann is a Founding Partner and was the Chief Executive Officer of Tiedemann Wealth Management Holdings, LLC (“TWMH”) as well as the Managing Member and Chief Executive Officer of TIG Advisors LLC (“TIG” or “TIG Advisors”). Mr. Tiedemann began his career working for TIG as an emerging markets research analyst and continues to serve as Managing Member and Chief Executive Officer of TIG, in addition to his roles at TWMH. In 1994, he joined the equity research group at Banco Garantia, one of Brazil’s leading investment banks, and worked closely with Banco Garantia’s Hedge Fund-of-Funds Group. In 1998, when Credit Suisse acquired Banco Garantia, Mr. Tiedemann headed Credit Suisse’s sales trading efforts for Latin America until he left to start TWMH in 2000. He has been recognized by a number of foundations for his charitable contributions and serves as a board member for several philanthropic organizations. He was also a member of TWMH’s Board of Directors and Chairman of the Internal Investment Committee for Tiedemann Advisors, the registered investment advisor subsidiary of TWMH. Mr. Tiedemann received a Bachelor of Arts degree from Ohio Wesleyan University. Mr. Tiedemann’s qualifications to serve on our Board include his years of experience working in the financial services industry and his extensive familiarity with a number of our business functions stemming from his wide-ranging involvement in both TIG and TWMH. Norma Corio. Ms. Corio currently serves on the Board of several public companies and has more than 40 years of experience in the financial services industry. She began her career in 1982 working in a variety of roles during her 30 years at JPMorgan Chase & Co. (“JPMorgan”), including as Head of Restructuring in the firm’s Investment Banking division and, subsequently, as Treasurer during the 2008-2010 financial crisis. Following JPMorgan, Ms. Corio served as Co-President of Miller Buckfire, a Stifel company, from 2013 to 2014. In 2014, she became Chief Financial Officer of American Express Global Business Travel (NYSE: GBTG), a role she held until 2017. From 2018 until 2022, Ms. Corio served as a Senior Managing Director of One Equity Partners, arranging debt financing for portfolio companies as Head of Capital Markets, serving on the Investment Committee and on several portfolio company boards. Ms. Corio currently serves on the board of Cicor Technologies Ltd. (SIX: CICN) and is a member of the Audit Committee, and serves as Chair of the Audit Committee of Finance of America Companies, Inc. (NASDAQ: FOA). She also serves on the board of private companies: Omni Environmental Solutions, Inc., serving as Chair of the Audit Committee, and Wood Technology, Inc., serving as Chair of the Compensation Committee and member of the Audit Committee. Ms. Corio was previously on the Board of GO Acquisition Corp. (NYSE: GOAC) as Audit Committee Chair and member of the Nominating and Compensation Committees from 2020 to 2022. Ms. Corio graduated with a Bachelor of Arts in Economics from LeMoyne College and earned a Masters in Business Administration from Pace University. Ms. Corio’s qualifications to serve on our Board include her years spent working in the financial services industry and her extensive service on various public company boards of directors. Timothy Keaney. Mr. Keaney has served as a member of our Board since January 2023. Mr. Keaney worked for the Bank of New York Company in various executive roles from 2000 until 2006 including head of the asset servicing business, and as head of the Bank of New York Company’s presence in Europe, having management responsibilities for all business activity in Europe. Upon the Bank of New York Company’s merger with the Mellon Financial Corporation in 2007 (forming the Bank of New York Mellon Corporation (NYSE: BK)), Mr. Keaney began serving as co-Chief Executive Officer of the BNY Mellon’s asset servicing, and later served individually as Chief Executive Officer of asset servicing from 2010 until 2012. Mr. Keaney served as Vice Chairman of BNY Mellon from October 2010 until September 2014, and as Chief Executive Officer of Investment Services from 2013 to 2014. Mr. Keaney has served on the board of UNUM Group (NYSE: UNM) since 2012, currently serving as a member of the Finance Committee and as Chairman of the Audit Committee. Since 2019, Mr. Keaney has also served as a Director for PolySign, Inc., a privately held fintech company. Mr. Keaney earned a B.S.B.A. from Babson College. Mr. Keaney’s qualifications to serve on our Board include his lengthy experience working in both the asset management and fintech industries, in addition to his time spent serving as a director of a U.S.-listed public company.
Information Regarding the Directors and Director Nominees
Tracey Brophy Warson. Ms. Warson has served as a member of our Board since January 2023. Ms. Warson currently works as a strategic advisor for multiple start-up companies and has more than 32 years of experience in the financial services industry. She began her career at Wells Fargo (NYSE: WFC) in 1988 where she served in various executive roles, ultimately becoming Executive Vice President of Private Client Services, a role she served in until 2006. From 2006 until 2010, Ms. Warson worked as Managing Director and Head of the Western Division of US Trust, Bank of America Private Wealth Management. In 2010, she became the Head of the Western Division of Citi Private Bank of Citigroup (NYSE: C) and served in that role until 2014. From 2014 until 2019, Ms. Warson served as Chief Executive Officer of Citi Private Bank (North America) where she led the Private Bank business across 25 offices throughout the U.S. and Canada, overseeing $230 billion in client business volume. Additionally, from 2014 to 2018, Ms. Warson was the Co-Chair of Citi Women, Citi’s global strategy to promote the advancement of women. In this role, she led the firm’s progress in pay equity, representation, and in having Citi sign the Women’s Empowerment Principles of the United Nations. In 2019, Ms. Warson was named Chair of Citi Private Bank and she retired in 2020. Ms. Warson served on the Board of InterPrivate II Acquisition Corp. (NYSE: IPVA), a special purpose acquisition company, in 2021. In 2021, Ms. Warson began serving on the board for SilverSpike Capital, LLC, a privately held company that focuses on investment management primarily in the cannabis and alternative health and wellness industries. Ms. Warson earned a Bachelor of Arts from the University of Minnesota in business administration and French. Ms. Warson’s qualifications to serve on our Board include her immense experience working in the wealth management industry and her time spent serving as the director of a U.S.-listed public company.
Information Regarding the Directors and Director Nominees
| Directors Not Standing for Reelection |
Information Regarding the Directors and Director Nominees
Craig Smith. Mr. Smith has served as a member of our Board since January 2023 and is our Chair of Global Wealth Management. Mr. Smith was a Founding Partner and the President of TWMH overseeing its strategic direction as well as Tiedemann Advisors LLC’s (“Tiedemann Advisors”) advisor team and client experience. Mr. Smith began his TWMH career in 2000, serving as managing director, trust planning and administration, until his appointment as president in 2004. Previously, Mr. Smith was Vice President of J.P. Morgan & Co., Inc., leading the trust, estate and transfer tax planning services for New England private clients, among other roles. Prior to that, Mr. Smith practiced trust and estate law with the New York law firm, Patterson, Belknap, Webb & Tyler. He also served on TWMH’s Board of Directors and was Chairman of both the Executive Committee, and the Diversity Equity and Inclusion Committee for Tiedemann Advisors. Mr. Smith earned a Juris Doctor degree from Harvard Law School and graduated magna cum laude with a Bachelor of Arts from New York University. Judy Lee. Ms. Lee has served as a member of our Board since January 2023. She is Managing Director of Dragonfly LLC, an international risk management and strategy advisory firm she co-founded in 2000. She is also CEO of Dragonfly Capital Ventures LLC, that develops and invests in renewable energy in SE Asia. Ms. Lee was an EVP and board director at Solar Frontier, the renewables business of Showa Shell Sekiyu KK. Previously, she was Partner at Capco and before that, Partner at Capital Markets Risk Advisors, both international risk advisory firms. Ms. Lee began her career at Bankers Trust (now Deutsche Bank) in 1988 where she was a Principal in Global Risk Management and was part of the pioneering team that developed quantitative risk methodologies which became part of the global banking standard. Ms. Lee currently serves on the board of DBS Holdings (SGX: DBS) where she sits on the Risk, Audit, Compensation, and Sustainability committees. She is also on the board of Commercial Bank of Ceylon (CSE: COMB) where she chairs the Risk Committee, was ex-chair of the Investment Committee and serves on the Nominations, Remuneration, Audit, and Strategy committees. In addition, Ms. Lee serves on the boards of several private companies including Mapletree Logistics Trust Management Ltd that manages a listed REIT (SGX: M44U); JTC, the Singapore government national industrial and infrastructure developer; and SMRT, Singapore’s public transport operator. Ms. Lee has an AMP from Harvard Business School, an MBA from Wharton School of Business and a BS from NYU Stern School of Business. She serves on the Executive Board of NYU Stern School, and has been adjunct professor at Singapore Management University, Peking University and Columbia University. Nancy Curtin. Ms. Curtin has served as a member of our Board since January 2023 and is currently our Global Chief Investment Officer. Ms. Curtin previously served as a Partner, Group Chief Investment Officer, Head of Investment Advisory and participant member of the Supervisory Board of Alvarium. Before joining Alvarium, Ms. Curtin was Chief Investment Officer and Head of Investments at Close Brothers Asset Management (“CBAM”), a U.K. investment and financial advice firm which she helped to build focused on private clients, high-net-worth, charities, and family offices, from 2010 to 2019 and Managing Partner and Chief Investment Officer of Fortune Asset Management, an institutional advisory business focused on alternatives investing for family offices and European institutions, from 2002 until its acquisition by CBAM in 2010. Her previous roles also include Managing Partner and Independent Investment Adviser of Internet Finance Partners, a specialist venture capital business of Schroders plc, Managing Director and Head of Global Investments-Mutual Funds for Schroders, and Head of Emerging Markets and part of the senior leadership team for Baring Asset Management. Ms. Curtin started her career in investment banking and M&A, followed by investment leadership in a large single-family office, focused on private equity and real estate investments. She has been Chairperson of the Board of Digital Bridge Group, Inc, a leading global alternatives investment firm with a focus on identifying and capitalizing on key secular trends in digital infrastructure, since 2021 and has been a member of the board thereof since 2014; as well, she is a Trustee of a global charity Right to Play. Ms. Curtin is a Summa Cum Laude graduate of Princeton University and has an MBA from Harvard Business School. Peter Yu. Mr. Yu has served as a member of our Board since inception, and as Cartesian Growth Corporation’s (“Cartesian”) Chief Executive Officer and as chairman of the Board prior to the Business Combination (as defined herein) from its inception on December 18, 2020 to the closing of the Business Combination on January 3, 2023. Mr. Yu currently serves as Managing Partner of Cartesian Capital, a global private equity firm and registered investment adviser headquartered in New York City. At Cartesian Capital, Mr. Yu has led more than 20 investments in companies operating in more than 30 countries. Mr. Yu currently serves on the boards of directors of several companies, including Cartesian Growth Corporation II, Tim Hortons China, PolyNatura Corp., Cartesian Royalty Holdings Pte. Ltd., ASO 2020 Maritime, Flybondi Ltd., and Simba Sleep Ltd. Previously, Mr. Yu served on the boards of directors of Banco Daycoval S.A., GOL Linhas Aéreas Inteligentes S.A., and Westport Fuel Systems Inc. Prior to forming Cartesian Capital, Mr. Yu founded and served as the President and Chief Executive Officer of AIGCP, a leading international private equity firm with over $4.5 billion in committed capital. Prior to founding AIGCP, Mr. Yu served President Bill Clinton as Director of the National Economic Council. A graduate of Harvard Law School, Mr. Yu served as President of the Harvard Law Review and as a law clerk on the U.S. Supreme Court. Mr. Yu received a bachelor’s degree from Princeton University’s Woodrow Wilson School. Spiros Maliagros. Mr. Maliagros has served as a member of our Board since January 2023 and is our head of Global Asset Management. Mr. Maliagros is the President of TIG Advisors and has served in that capacity since 2007. He joined TIG Advisors in 2006 as general counsel assisting with SEC registration and overseeing all legal matters for the firm. In 2007, Mr. Maliagros was appointed president to support strategic initiatives for TIG Advisors. Most recently, Mr. Maliagros has led the effort to source, evaluate, and execute the growth equity investments made in managers globally. Prior to joining TIG Advisors, from 2001 to 2006, Mr. Maliagros worked for the law firm Seward & Kissel LLP, representing and advising clients in the formation and distribution of domestic and offshore hedge funds, master-feeder funds, and fund-of-funds pursuant to U.S. federal and state securities law. In 2014, Mr. Maliagros was named “Lawyer of the Year” by the Hellenic Lawyers Association. He currently serves as Chairman of the Greek Division Board of Directors for the New York Ronald McDonald House. Mr. Maliagros received a B.A. in government and economics from Dartmouth College and a J.D. from Fordham University.
Information Regarding the Directors and Director Nominees
| Future Board Appointments |
Information Regarding the Directors and Director Nominees
At the Allianz Closing (as defined below), subject to Allianz Strategic Investments S.à.r.l.’s (“Allianz”) continued beneficial ownership of at least 50% of the Class A Common Stock purchased pursuant to the Allianz Investment Agreement (as defined below), Allianz will have the right to designate two directors to our Board. For so long as Allianz is permitted to designate two directors to our Board, one designee will serve as a member of a transaction committee (the “Transaction Committee”) to be established by the Board and each Allianz designee shall serve as a member of at least one other Board committee. Further, one director designated by Allianz will have the right to serve as an observer on each committee of the Board for which an Allianz designee is not serving as a member.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table contains information as of December 31, 2023 with respect to compensation plans under which any of our equity securities are authorized for issuance. This table includes information as of December 31, 2023 with respect to our equity securities under the AlTi Global, Inc. 2023 Stock Incentive Plan (the “2023 Plan”), which was approved by our stockholders in connection with the Business Combination and is our only equity compensation plan.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
| | Equity Compensation Plan Information | | | | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights. (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by securityholder | - | - | 7,192,935 | | Equity compensation plans not approved by securityholders | - | - | - | | Total | - | - | 7,192,935 |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
| EXECUTIVE COMPENSATION |
Introduction
| SUMMARY COMPENSATION TABLE |
Introduction
| Name and Principal Position | Year | Salary($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total($) | | Michael Tiedemann, Chief Executive Officer | 2023 | 600,000 | - | 333,379 | 16,500 | 949,879 | | | 2022 | 600,000 | 457,000 | 193,000 | 12,500 | 1,262,500 | | Stephen Yarad, Chief Financial Officer(4) | 2023 | 108,000 | 525,000 | 1,037,567 | 5,408 | 1,675,975 | | Brooke Connell, President, US Wealth Management(5) | 2023 | 375,000 | 147,600 | 500,846 | 43,230 (6) | 1,066,676 |
Equity Awards
| OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END |
Equity Awards
| DIRECTOR COMPENSATION |
Equity Compensation Paid to Board Members
| DIRECTOR COMPENSATION TABLE |
Equity Compensation Paid to Board Members
| Name | Fees Earned or Paid in Cash($) | Stock Awards($)(1) | All Other Compensation ($) | Total($) | | Ali Bouzarif(2) | 100,000 | 164,672 | - | 264,672 | | Norma Corio(3) | 60,000 | - | - | 60,000 | | Mark Furlong(4) | 62,500 | - | - | 62,500 | | Kevin T. Kabat(5) | 75,000 | - | - | 75,000 | | Timothy Keaney(6) | 140,000 | 164,672 | - | 304,672 | | Judy Lee(7) | 117,500 | 164,672 | - | 282,172 | | Hazel McNeilage(8) | 60,000 | - | - | 60,000 | | Tracey Brophy Warson(9) | 115,000 | 164,672 | - | 279,672 | | Peter Yu(10) | 115,000 | 164,672 | - | 279,672 |