Jessica Duran
About Jessica Duran
Independent director since 2023 (age 50). Managing Director and Chief Financial Officer of TSG Consumer Partners with prior roles as Deloitte tax partner and VP, Tax at AMB Property Corporation (now Prologis). She holds a B.S. in Business Administration (Accounting) from Sonoma State University, an LL.M. from the University of Edinburgh, and is a CPA. BNL designates her an independent director and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TSG Consumer Partners | Managing Director & Chief Financial Officer | 2017–present | Private equity CFO; deep tax/finance expertise |
| Deloitte & Touche LLP | Tax Senior Manager; Partner | 2009–2017 | Led tax engagements; governance familiarity |
| AMB Property Corp. (now Prologis) | Vice President, Tax | 2004–2009 | REIT/real estate tax; sector specialization |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| TSG Consumer Partners | Managing Director & CFO | Private | Current employment; not a public company directorship |
| Other public company boards (current) | — | — | None |
| Other public company boards (past 5 years) | — | — | None |
Board Governance
- Independence: BNL classifies Duran as an independent director under its Charter and NYSE standards.
- Committees: Audit Committee member; Compensation Committee member. Audit Committee membership comprised entirely of independent directors; BNL determined each Audit member—Coke (Chair), Duran, Felice—qualifies as an “audit committee financial expert.”
- Board/Committee activity: Board met 5 times in 2024; Audit (4), Compensation (5), Governance (4). All directors attended at least 75% of Board and committee meetings and all then-current directors attended the 2024 annual meeting.
- Executive sessions and oversight: Committees and full Board regularly meet in executive session; Audit oversees ERM, IT and cybersecurity; Compensation oversees pay risk; Governance oversees ethics and corporate governance.
- Stockholder alignment safeguards: No hedging or pledging permitted for directors; robust stock ownership guidelines and clawback policy in place.
Fixed Compensation (Director)
| Component | Policy/Amount | 2024 Amount for Duran |
|---|---|---|
| Annual cash retainer | $60,000 | $60,000 (included in total) |
| Audit Committee (non-chair) | $10,000 | $10,000 |
| Compensation Committee (non-chair) | $7,500 | $7,500 |
| Total cash fees | Sum of above | $77,500 |
Notes: Cash retainers are paid quarterly in arrears.
Performance Compensation (Director)
| Equity Instrument | Grant Policy | 2024 Grant to Duran | Vesting/Performance |
|---|---|---|---|
| Restricted Stock (Annual Equity Award) | $100,000 fair value at grant (all non‑employee directors) | $100,000 | Vests on earlier of one-year anniversary or next annual meeting (≥50 weeks). No performance metrics; time-based vesting only. |
Duran’s director equity is purely time-vested restricted stock; no PSU/option or performance-metric linkage applies to non-employee directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Public company boards (past five years) | None |
| Notable interlocks/conflicts disclosed | None disclosed in proxy; any related-party transactions would be reported under “Certain Relationships and Related Transactions.” |
Expertise & Qualifications
- Finance, accounting, tax, and REIT experience; private equity CFO background.
- Designated audit committee financial expert; supports financial reporting oversight and internal control rigor.
- Governance and compensation oversight through Compensation Committee role; BNL’s 2024 Say‑on‑Pay received 95.8% support, signaling investor acceptance of compensation governance.
Equity Ownership
| Metric | Value/Policy | Source |
|---|---|---|
| Beneficial ownership | 13,137 shares | |
| % of shares outstanding | <1% | |
| Director stock ownership guideline | 5× annual cash retainer (to be met within 5 years of joining the Board) | |
| Retention until guideline met | Must retain at least 50% of stock awards until guideline achieved | |
| Hedging/pledging | Prohibited for directors | |
| Indemnification | Standard indemnification agreement; D&O insurance maintained |
Governance Assessment
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Strengths (confidence positive)
- Independent director with deep tax/REIT and private equity finance expertise; enhances Audit and Compensation Committee effectiveness.
- Classified as an audit committee financial expert and serves on fully independent standing committees.
- Solid engagement: all directors ≥75% attendance; Board/committees meet regularly in executive session; explicit ERM and cybersecurity oversight by Audit.
- Alignment mechanisms: no hedging/pledging, director ownership guideline (5× retainer), and enterprise-wide clawback policy.
- Shareholder signaling: 2024 Say‑on‑Pay support at 95.8% suggests market acceptance of compensation governance overseen in part by the Compensation Committee where Duran serves.
-
Watch items (monitor, not red flags)
- External role as CFO of a private equity firm (TSG Consumer Partners): continue monitoring for potential related‑party exposure; the proxy’s related‑party section does not list transactions involving Ms. Duran, and any such transactions would fall under Audit Committee review per policy.
- Director equity is time-based (no performance linkage); however, ownership guidelines and anti‑hedging rules mitigate short‑termism risk.
-
Compensation reasonableness
- Director pay mix balanced: modest cash retainers plus $100k time‑vested equity; Duran’s 2024 total director compensation was $177,500 (fees + equity), consistent with mid-cap REIT board norms.
-
Attendance/Engagement
- All directors met attendance thresholds and attended the annual meeting; committees met 4–5 times in 2024, indicating active oversight cadence.
Overall, Duran’s independence, audit expertise, and dual committee service support board effectiveness and investor confidence, with governance policies (ownership, anti‑hedging/pledging, clawback) further aligning director incentives with shareholders.