Maria Hawthorne
ASGNAbout Maria R. Hawthorne
Independent director at ASGN since June 2021; appointed Audit Committee Chair and designated the Board’s “financial expert” in June 2024. Former President and CEO of PS Business Parks, where she led double‑digit growth and later served as interim COO through the sale to Blackstone. Education: B.A. in International Relations from Pomona College. Current credentials emphasize capital markets, acquisitions, enterprise risk management, and leadership development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PS Business Parks | CEO and Director | 2016–2020; director through 2022 | Led double‑digit growth; financial/operational strategies; interim COO Dec 2021–Jul 2022 supporting sale to Blackstone |
| PS Business Parks | President | 2015–2020 | Enterprise risk management; capital markets, acquisitions |
| PS Business Parks | CFO | 2017–2018 | Financial leadership |
| PS Business Parks | EVP & Chief Administrative Officer | 2013–2015 | Leadership development; operational strategy |
| PS Business Parks | EVP, East Coast | 2011–2013 | Regional operations |
| PS Business Parks | Senior Vice President | 2004–2011 | Multi‑market operations |
| PS Business Parks | Vice President, Virginia | 2001–2004 | Market leadership |
| PS Business Parks | Regional Manager, Virginia | 1994–2001 | Portfolio operations |
| American Office Park Properties | GM, Leasing Director, Property Manager | 1988–1994 | Asset management |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Public Storage (NYSE: PSA) | Trustee | Current | Audit committee member |
| Essex Property Trust (NYSE: ESS) | Director | Current | Audit and Compensation committees |
| National Association of Corporate Directors | Member | Current | Southern California Roundtable |
Board Governance
- ASGN Board service since June 2021; nominated for re‑election to a term ending at the 2028 annual meeting .
- Audit Committee Chair and financial expert since June 2024; Audit met 10 times in 2024. Strict independence standards affirmed for all Audit members; Hawthorne designated the SEC “financial expert” .
- Member, temporary Litigation Committee formed June 2024 to oversee major litigation/audit/investigation matters; no fees for service .
- Independence: Board determined all directors except the CEO are independent (NYSE standards) as of March 19, 2025; no material relationships affecting judgment .
- Board met 6 times in 2024; policy requires directors to attend annual meetings; all directors attended the 2024 annual meeting. One director missed a Board meeting and another a committee meeting in 2024, but all directors attended the 2024 annual meeting .
- Board structure: independent Chair (not CEO); executive sessions of independent directors are held regularly .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned in Cash | $106,890 | Reflects base retainer plus committee chair/member fees; transition to Audit Chair in June 2024 |
| Annual Director Cash Retainer (program) | $85,000 | Applies to all non‑executive directors |
| Audit Committee Chair Fee (program) | $18,000 | Paid annually to the chair |
| Audit Committee Member Fee (non‑chair, program) | $12,000 | Annual per member |
| Education Reimbursement | Up to $2,500 | Director education and training |
| Expense Reimbursement | Reasonable expenses | For Board/committee meetings |
Performance Compensation
| Metric | 2024 Value/Detail | Vesting/Terms |
|---|---|---|
| Annual RSU grant value | ~$185,000 | RSUs granted Jan 2, 2024; one‑half vested on grant date, one‑half on first anniversary |
| Fair value per share at grant | $95.67 | ASGN closing price on Jan 2, 2024 |
| Unvested RSUs held (12/31/2024) | 966 shares | Standard annual director grant; pro‑rata vesting schedule as above |
| Options/PSUs | None disclosed for directors | Company does not currently grant options; director equity is time‑based RSUs |
No director‑specific performance metrics (e.g., TSR/EBITDA hurdles) apply to Board equity; RSUs vest on time and service only .
Other Directorships & Interlocks
| Company | Sector | Relationship/Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| Public Storage | REIT (Self‑storage) | Trustee; audit committee member | Unrelated to ASGN’s IT services; low direct conflict risk |
| Essex Property Trust | REIT (Multifamily) | Director; audit & compensation committees | Unrelated to ASGN’s core markets; low direct conflict risk |
| NACD SoCal Roundtable | Governance | Member | Governance network participation; no transactional ties disclosed |
Expertise & Qualifications
- Financial/operational strategy; enterprise risk management; capital markets; acquisitions; leadership development; public company Board experience .
- Designated Audit Committee financial expert (SEC rules) based on experience, skills, and education .
- CEO experience; interim COO during strategic transaction; extensive REIT operating background .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 5,639 | As of March 31, 2025 |
| Ownership % of outstanding | ~0.013% | 5,639 shares vs. 43,917,659 outstanding |
| Unvested RSUs (director grant) | 966 | As of Dec 31, 2024 |
| Stock ownership guideline (directors) | $425,000 FMV | 5× $85,000 retainer; compliance required within 5 years |
| Compliance status | In compliance | All directors and officers compliant as of Mar 1, 2025 |
| Hedging/pledging | Prohibited | Company policy bans hedging and pledging for directors/officers |
Governance Assessment
- Strengths
- Independent Audit Chair and SEC‑qualified financial expert overseeing financial reporting, internal controls, and auditor independence; Audit met 10 times in 2024, indicating active oversight .
- Independence affirmed by Board; no related‑party exposure disclosed for Hawthorne; ASGN’s related‑party disclosure limited to CEO’s brother employment in a subsidiary (not linked to Hawthorne) .
- Strong alignment policies: rigorous director ownership guidelines; hedging/pledging prohibited; all directors in compliance .
- Board’s say‑on‑pay support at 99.2% in 2024 signals investor confidence in compensation governance .
- Watch‑items
- Board compensation program was increased in 2022 to move aggregate director pay to ~6% above median of ASGN’s peer group; continue monitoring for pay inflation and alignment with workload/complexity .
- Multiple external board roles (PSA, ESS) increase time commitments; continued tracking of attendance and engagement is warranted. 2024 attendance record was broadly strong at Board level; specific director attendance exceptions were noted generally but not attributed to Hawthorne .
Overall, Hawthorne’s audit leadership, independence, and compliance with ownership/hedging standards support investor confidence; no direct conflicts or related‑party transactions involving Hawthorne are disclosed .