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Corporate Governance

Board of Directors

The Board of Directors of WisdomTree, Inc. sets high standards for its employees, officers and directors. 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.

Audit Committee

The members of our Audit Committee are Anthony Bossone, 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, (4) monitoring the design and implementation of the Company's internal audit function, (5) preparing the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement, (6) reviewing and approving all related-party transaction and (7) monitoring the compliance by the Company with legal and regulatory requirements.

 

Audit Committee Charter
Compensation Committee

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, (4) approving all discretionary bonuses for the Company's employees, advisers and consultants and (5) producing any report on executive compensation required by the rules and regulations of the Securities and Exchange Commission.

 

Compensation Committee Charter
Nominating and Governance Committee

The members of our Nominating and Governance Committee are 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) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and recommending to the Board the director nominees for election at each annual meeting of stockholders and the individuals to fill vacancies, (2) recommending to the Board matters of corporate governance, including the Corporate Governance Guidelines, applicable to the Company, (3) leading the Board in its annual review of the Board and management’s performance, and (4) recommending to the Board director nominees for each committee.

The Nominating and Governance Committee also is responsible for reviewing, and providing oversight and recommendations with respect to, WisdomTree’s strategy, initiatives and relevant public disclosures concerning corporate social responsibility, including environmental, social and governance 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 Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics that applies to all of the Company's directors, officers and employees worldwide. The Code of Business Conduct and Ethics was adopted to:

  • promote honest and ethical conduct,
  • promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission, as well as in other 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 Business Conduct and Ethics.
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.

Pursuant to the corporate governance guidelines, the Nominating and Governance Committee is required 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.

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