Diana Laing
About Diana M. Laing
Independent director since 2019 (age 70). Former CFO of multiple publicly traded REITs, including American Homes 4 Rent (2014–2018), and Thomas Properties Group (2004–2013). Served ALEX as Interim CFO (Nov 2018–May 2019) and Interim EVP (Oct 2018–May 2019). Designated Audit Committee Financial Expert by ALEX’s Board, reflecting deep finance, accounting and REIT governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexander & Baldwin, Inc. (ALEX) | Interim CFO; Interim EVP | Interim CFO: Nov 2018–May 2019; Interim EVP: Oct 2018–May 2019 | Provided transitional leadership; contributed to finance and governance alignment |
| American Homes 4 Rent (AMH) | Chief Financial Officer | May 2014–Jun 2018 | Led finance at a single-family rental REIT; capital markets and reporting |
| Thomas Properties Group, Inc. | Chief Financial Officer | May 2004–Dec 2013 | Oversight of finance/accounting for public REIT; complex transactions |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| CareTrust REIT, Inc. | Nasdaq: CTRE | Director | Since Jan 2019 | Healthcare REIT board service |
| Host Hotels & Resorts | Nasdaq: HST | Director | Since Oct 2022 | Lodging REIT board service |
| The Macerich Company | NYSE: MAC | Director | Oct 2003–Dec 2022; since Jul 2024 | Retail mall REIT; resumed board service in 2024 |
| Spirit Realty Capital, Inc. | NYSE: SRC | Director | Aug 2018–Jan 2024 | Net-lease REIT board service |
Board Governance
- Independence: Board determined Ms. Laing is independent under NYSE rules .
- Committee assignments and chair roles (2024):
- Compensation Committee – Chair
- Audit Committee – Member; designated Audit Committee Financial Expert
- Nominating & Corporate Governance Committee – Member
- Meeting cadence and attendance:
- Board held 7 meetings in 2024; independent directors met in executive session at all regularly scheduled meetings .
- Audit Committee met 4 times; Compensation Committee met 4 times; Nominating & Corporate Governance met 4 times .
- In 2024, all directors attended at least 75% of Board/committee meetings; five of six nominees attended 100%. All directors attended the 2024 Annual Meeting .
- Board leadership: Independent, non-executive Chair (Eric Yeaman) and Lead Independent Director (Douglas Pasquale) structure in place .
| Governance Element | Status/Detail |
|---|---|
| Independence | Independent director |
| Audit Committee Financial Expert | Yes (Board designation) |
| Executive Sessions | Independent directors at all regularly scheduled Board meetings |
| Board attendance (aggregate disclosure) | All ≥75%; five of six nominees 100% |
| Annual Meeting attendance | All directors attended 2024 meeting |
Fixed Compensation (Director Pay – 2024)
ALEX revised director compensation levels effective January 2024 following a WTW review; the schedule below applied in 2024 .
| Pay Element (2024) | Amount ($) |
|---|---|
| Board Cash Retainer | 60,000 |
| Audit Committee Member Retainer | 12,500 |
| Compensation Committee Member Retainer | 10,000 |
| Compensation Committee Chair Retainer | 10,000 |
| Nominating & Corporate Governance Member Retainer | 7,500 |
| Per-Meeting Fee (if beyond predefined counts) | 750 (Board >7; Audit >6; Compensation >5; Nominating >4) |
| Equity Award (annual RSU grant) | 110,000 (Chairman: 160,000) |
| Fees Earned or Paid in Cash – Laing (2024) | 100,000 |
| Stock Awards – Laing (2024 grant-date fair value) | 110,009 |
| Total – Laing (2024) | 210,009 |
Notes:
- No outstanding stock options for directors; no director option grants since 2007 .
- At end of 2024, Ms. Laing held 6,749 RSUs .
Performance Compensation (Director Equity Structure)
Directors receive time-based RSUs under ALEX’s 2022 Omnibus Incentive Plan; awards are made at each Annual Meeting and vest in full on the earlier of one-year anniversary or immediately prior to the following year’s regular Annual Meeting. Accelerated vesting applies for death, disability, or retirement. No performance-based metrics apply to director equity; no stock options are used .
| Award Type | Grant Timing | Vesting Terms | 2024 Laing Grant (Fair Value) |
|---|---|---|---|
| RSUs (Directors) | Annual grant at Annual Meeting | One-year vest; earlier of anniversary or prior to next Annual Meeting; accelerated on death/disability/retirement | 110,009 |
Director performance metrics: Not applicable for directors (time-based RSUs only) .
Other Directorships & Interlocks
- Public company boards (current): CTRE, HST, MAC (resumed 2024) .
- Public company board limit: ALEX Corporate Governance Guidelines limit to ≤4 public boards including ALEX; Committee reviewed 2025 nominees and affirmed compliance .
- Compensation Committee Interlocks and Insider Participation: None in 2024 .
| Area | Disclosure |
|---|---|
| Other public company directorships | CTRE; HST; MAC; prior SRC (through Jan 2024) |
| Interlocks/insider participation (ALEX Compensation Committee) | None in 2024 |
| Board seat limit compliance | All nominees compliant in 2025 (≤4) |
Expertise & Qualifications
- REIT finance and accounting; capital markets; complex organizational management (former CFO at several REITs) .
- Audit Committee Financial Expert designation at ALEX .
- Broad board experience across REIT sectors (healthcare, lodging, retail, net-lease) .
- Risk management, governance and compensation oversight as Compensation Chair and member of Audit/Nominating committees .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (as of Feb 13, 2025) | 25,823 shares; <0.1% of class (table shows “—%”) |
| RSUs held (end of 2024) | 6,749 RSUs |
| Options | None outstanding; no director option grants since 2007 |
| Hedging/derivatives policy | Directors prohibited from speculative transactions (options, puts/calls) and hedging/monetization (e.g., collars); exchange funds allowed |
| Pledging | Not specifically disclosed in proxy; no pledging disclosure identified |
| Director ownership guidelines | $300,000 for directors; $500,000 for Chairman; 5-year compliance window; all current directors have met or are on track |
Governance Assessment
- Board effectiveness: Laing brings significant REIT CFO experience, is an Audit Committee Financial Expert, and chairs Compensation—strong alignment with ALEX’s finance and pay governance needs .
- Independence and engagement: Independent under NYSE; aggregate attendance disclosure indicates high engagement, with independent executive sessions at all regular Board meetings .
- Compensation alignment for directors: Balanced cash retainer plus time-based RSUs; no options; straightforward vesting—low risk of pay anomalies or misaligned incentives for directors .
- Ownership alignment: Meaningful share ownership guidelines and anti-hedging policy; Laing’s reported holdings and RSUs support alignment; no pledging disclosure identified .
- Conflicts/related-party exposure: No related person transactions reportable since FY2024 start; Compensation Committee Interlocks absent in 2024; board seat limit actively monitored and affirmed .
- Shareholder signals: 2024 Say-on-Pay received over 96% support, indicating investor confidence in pay governance; while NEO-focused, it reflects overall compensation governance quality .
RED FLAGS
- None identified in proxy for Laing: No related-party transactions, no interlocks, and anti-hedging policy in place .
- Monitoring point: Multiple external directorships—Committee affirmed compliance with ≤4 board seats; continue to monitor time commitments across CTRE/HST/MAC/ALEX .
Additional Context Indicators
- ALEX governance practices include independent Chair and Lead Independent Director, majority voting, shareholder-friendly bylaws (special meetings at 10%, no poison pill), and robust director ownership guidelines .
- Board diversity and refreshment metrics disclosed; average tenure <7 years; ongoing evaluations and skills matrix transparency .