Sculptor Director Resigns, Alleges Governance Failures

The director who resigned in late January, Morgan Rutman, was nominated to the board by Mr. Och and joined in 2019. Mr. Rutman, also the chief executive of Mr. Och’s family office, cited as examples of governance failures the board’s decision to award Mr. Levin 2021 pay that a consultant for the board’s compensation committee estimated could approach $200 million and dilute public shareholders to a rare degree.

Sculptor in its Thursday filing said the letter was “filled with significant factual inaccuracies, material omissions and baseless assertions that present a misleading view of board governance.”

The company also said the pay was “in the best interests of the Company and its shareholders.”

Mr. Rutman alleged the board didn’t do adequate work to determine whether Mr. Levin’s pay was merited or whether it would “reward mediocrity.” He also said Mr. Levin’s direct report, Wayne Cohen, also a board member, was allowed to vote on the compensation package over Mr. Rutman’s objections, reaching the five votes needed to approve the agreement.

“I must resign now because of the persistent failures of the board to grapple with the issues that led to that result and which make my continued service untenable,” Mr. Rutman wrote.

Sculptor as of Feb. 1 managed about $37.9 billion, according to an earlier company filing.

Write to Juliet Chung at [email protected]