Nominees for Upcoming FINRA Board of Governors Election
The annual meeting of FINRA firms will take place on or about Wednesday, September 1, 2021, to elect one Large Firm Governor, one Mid-Size Firm Governor, and one Small Firm Governor to the FINRA Board of Governors (FINRA Board). A formal notice of the meeting, including the precise date, time and location, will be mailed to executive representatives on or about Monday, August 2, 2021.
The purpose of this Election Notice is to announce the FINRA Nominating & Governance Committee (Nominating Committee) nominees to fill these vacancies, and to inform individuals not nominated by the Nominating Committee of the procedures for being included as a petition candidate on the ballot for these elections.
Questions regarding this Election Notice may be directed to Marcia E. Asquith, Executive Vice President and Corporate Secretary, or Jennifer Piorko Mitchell, Vice President and Deputy Corporate Secretary, by email or at (202) 728-8949.
Note: FINRA distributed this Notice electronically to the executive representative of each FINRA firm and posted it online at www.finra.org/Notices/Election/06042021. Executive representatives should circulate this Notice to their firms’ branch managers.
Composition of the Board
The FINRA Board consists of 22 members,1 including:
- the Chief Executive Officer of FINRA;
- 11 Public Governors;
- one Floor Member Governor;
- one Independent Dealer/Insurance Affiliate Governor;
- one Investment Company Affiliate Governor;
- three Small Firm Governors;
- one Mid-Size Firm Governor; and
- three Large Firm Governors.
Of the 22 Board members, the following seats are appointed by the FINRA Board from candidates recommended by the Nominating Committee: Public Governors, Floor Member Governor, Independent Dealer/Insurance Affiliate Governor, and Investment Company Affiliate Governor (Appointed Governors).
The Nominating Committee also may nominate individuals to run for election for the seven elected governor seats that comprise the three Small Firm Governors, one Mid-Size Firm Governor and three Large Firm Governors (Elected Governors). To be eligible to serve, each Small Firm Governor must be registered with a small firm, the Mid-Size Firm Governor must be registered with a mid-size firm, and each Large Firm Governor must be registered with a large firm. Firm sizes are defined as follows:
- a large firm employs at least 500 registered persons;2
- a mid-size firm employs between 151 and 499 registered persons;3 and
- a small firm employs between one and 150 registered persons.4
FINRA Nominating Committee Nominees
The Nominating Committee has nominated the following individuals:
Large Firm Governor Candidate:
Timothy C. Scheve, Janney Montgomery Scott LLC
Mid-Size Firm Governor Candidate:
James T. Crowley, Pershing Advisor Solutions LLC
Small Firm Governor Candidate:
The Nominating Committee determined it would not nominate a candidate for election in 2021. Instead, any eligible individuals who obtain the requisite number of valid petitions will be certified as candidates.
Profiles for each nominee are attached.
Petition Process for Additional Candidates
A person who has not been nominated by the Nominating Committee for election to the FINRA Board may be included on the ballot for the election of governors if:5
- within 45 days after the date of this Election Notice (Monday, July 19, 2021), such person presents to FINRA’s Corporate Secretary petitions in support of his or her nomination, duly executed by at least 3 percent of FINRA member firms entitled to vote for such nominee’s election. If, however, a candidate's name appears on a petition in support of more than one nominee, the petition must be endorsed by 10 percent of FINRA member firms entitled to vote for such nominees’ election; and
- the Corporate Secretary certifies that such petitions have been duly executed by the executive representatives of the requisite number of FINRA member firms entitled to vote for such person’s election, and the person being nominated satisfies the classification of the governorship to be filled.
As of the close of business on Thursday, June 3, 2021, the number of FINRA large firms was 164, mid-size firms was 190, and small firms was 3,099. Therefore, the requisite number of petitions for a large firm petitioner is 5, mid-size firm petitioner is 6, and small firm petitioner is 93.
Firms may only endorse one petitioner for the same firm-size seat as their own firm size. No firm may endorse more than one such petitioner.
Individuals interested in petitioning to become candidates should complete a petitioner profile form or contact the Corporate Secretary’s office.
An individual must submit sufficient information to determine the person’s status with respect to the category for which he or she is petitioning to be nominated. Individuals seeking nomination for election as a Large Firm Governor, Mid-Size Firm Governor or a Small Firm Governor have an obligation to satisfy the firm-size classification on the date the petition is circulated, the date the petitions are certified by FINRA’s Corporate Secretary and the date of the annual meeting. Individuals who fail to meet this requirement will be disqualified from election.
Petitioners must also provide information sufficient for the Corporate Secretary to determine that the petitions are duly executed by the executive representatives of the requisite number of applicable-size firm members. In addition, to assist in the process of verifying petitions, FINRA requests that all petitions submitted be dated by their signatory.
Petitions must be submitted no later than Monday, July 19, 2021.
The names of persons obtaining the requisite number of valid petitions will be included on the appropriate proxy mailed to eligible firms in advance of the annual meeting.
Term of Office
Governors elected at FINRA’s 2021 annual meeting will serve a three-year term concluding at FINRA’s 2024 annual meeting, or until his or her successor is duly elected or qualified, or until death, resignation, disqualification or removal.6 In addition, a governor’s term of office shall terminate immediately upon a determination by the Board, by a majority vote of the remaining governors, that the governor no longer satisfies the classification for which the governor was elected.7
- See Article VII, Section 4(a) of the FINRA By-Laws.
- See Article I (y) of the FINRA By-Laws.
- See Article I (cc) of the FINRA By-Laws.
- See Article I (ww) of the FINRA By-Laws.
- See Article VII, Section 10 of the FINRA By-Laws.
- See Article VII, Section 5 of the FINRA By-Laws. Governors generally may not serve more than two consecutive terms. However, if a governor is elected or appointed to fill a vacancy for a term of less than one year, the governor may serve up to two consecutive terms following the expiration of the governor’s initial term.
- See Article VII, Section 6 of the FINRA By-Laws.