Board of Directors
The Board of Directors of WisdomTree Investments, Inc. sets high standards for its employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, our Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each of these committees operates pursuant to a charter adopted by our Board of Directors, which are available below.
The members of our Audit Committee are Anthony Bossone, Susan Cosgrove, Smita Conjeevaram and Harold Singleton III. Mr. Bossone serves as Chair of the Audit Committee. The Audit Committee of the Board of Directors is responsible for (1) overseeing the accounting and financial reporting processes of the Company and the audits of the Company's financial statements; (2) monitoring the integrity of the annual, quarterly and other financial statements of the Company, (3) taking, or recommending that the Board take, appropriate action to oversee the qualifications, independence and performance of the Company's independent auditor, and (4) reviewing and approving all related-party transactions.
|Audit Committee Charter|
The members of our Compensation Committee are Lynn S. Blake, Anthony Bossone, Win Neuger and Frank Salerno. Mr. Salerno serves as Chair of the Compensation committee. The Compensation Committee of the Board of Directors is responsible for (1) overseeing the administration of the Company's compensation programs, (2) determining and approving the compensation of the Company's Chief Executive Officer, (3) approving the compensation of the non-CEO executive officers and certain other senior employees and (4) approving all discretionary bonuses for the Company's employees, advisers and consultants.
|Compensation Committee Charter|
Nominating and Governance Committee
The members of our Nominating and Governance Committee are Susan Cosgrove, Smita Conjeevaram, Deborah A. Fuhr and Win Neuger. Mr. Neuger serves as Chair of the Nominating and Governance Committee. The Nominating and Governance Committee of the Board of Directors is responsible for (1) recommending criteria and qualifications for Board and committee membership, (2) recruiting and evaluating candidates for nomination for election to the Board or to fill vacancies on the Board, (3) recommending that the Board select the director nominees for election at each annual meeting of stockholders, (4) establishing a policy with regard to the consideration of director candidates recommended by stockholders, and (5) reviewing all stockholder nominations and proposals submitted to the Company.
In February 2022, the Board amended the Nominating and Governance Committee charter to expand its responsibilities to include reviewing, and providing oversight and recommendations with respect to, WisdomTree’s strategy, initiatives and policies concerning corporate social responsibility, including environmental, social and governance (“ESG”) matters.
|Nominating and Governance Committee Charter|
Operations and Strategy Committee
In May 2022, the Board of Directors established an Operations and Strategy Committee. The members of the committee are Lynn S. Blake, Anthony Bossone, Smita Conjeevaram and Deborah A. Fuhr. Ms. Conjeevaram serves as Chair of the committee. The Operations and Strategy Committee will help to evaluate operational improvement opportunities and Company strategy.
Code of Conduct
The Company has adopted a Code of Conduct that applies to all of the Company's directors, officers and employees worldwide. The Code of Conduct was adopted to:
- promote honest and ethical conduct,
- promote the full, fair, accurate, timely and understandable disclosure in public communications made by or on behalf of the Company,
- promote compliance with applicable governmental laws, rules and regulations,
- deter wrongdoing, and
- require prompt internal reporting of breaches of, and accountability for adherence to, the Code of Conduct.
Corporate Governance Guidelines
The Board of Directors has adopted corporate governance guidelines to promote the effective functioning of the Board of Directors and its committees, and the continued implementation of good corporate governance practices. The corporate governance guidelines address matters including the role and structure of the Board of Directors, the selection, qualifications and continuing education of members of the Board of Directors, board meetings, non-employee director executive sessions, director service on other boards, board committees, management review and succession planning, non-employee director compensation and board and committee evaluations.
The corporate governance guidelines specify that when considering director candidates, the Nominating and Governance Committee:
- may consider whether a nominee will help achieve a Board mix representing diversity of background and experience, inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation; and
- should actively seek out highly qualified women and people of color as nominees.
In February 2022, the Board of Directors amended the corporate governance guidelines to direct the Nominating and Governance Committee to take reasonable steps to ensure the Board’s overall composition complies with applicable law regarding diversity matters, including with respect to the number of female directors and directors from unrepresented communities on the Board and to include qualified candidates having diversity inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation, in the pool of candidates to be considered by the Nominating and Governance Committee for recommendation to the Board.