Laurie A. Hawkes
About Laurie A. Hawkes
Independent Chairman of the Board since 2021 and director since 2016; age 69. Former co‑founder, President and COO of American Residential Properties (NYSE: ARPI), prior roles include President at U.S. Realty Advisors, Managing Director in Real Estate Investment Banking at CS First Boston, and Director of Real Estate Investment Banking at Salomon Brothers. She holds a B.A. from Bowdoin College and an M.B.A. from Cornell University . She is independent; BNL separates the Chairman and CEO roles and, because Ms. Hawkes is independent, no Lead Independent Director is appointed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Residential Properties (NYSE: ARPI) | Co‑founder; Director; President & COO | 2008–2016 | Public REIT leadership and net lease investment experience cited as invaluable to BNL |
| U.S. Realty Advisors, LLC | Partner; President | Partner 1997–2007; President 2003–2007 | Single‑tenant real estate investment and asset management expertise |
| CS First Boston Corp. | Managing Director, Real Estate Investment Banking | 1993–1995 | Capital markets and REIT advisory background |
| Salomon Brothers Inc. | Director, Real Estate Investment Banking | 1979–1993 | Long‑tenured real estate IB leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Appreciate Holdings, Inc. (NASDAQ: SFR) | Director | Past five years | Only past public board listed; no current public directorships |
Board Governance
- Independence and leadership: Independent Chairman; CEO and Chairman roles are separated; no Lead Independent Director due to independent chair .
- Committee memberships: Compensation Committee member (not chair) .
- Committee meeting cadence (FY 2024): Audit 4; Compensation 5; Governance 4 .
- Attendance: Board met five times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Governance policies: Fully independent standing committees; robust ethics, anti‑bribery, whistleblower, insider trading (hedging/pledging prohibited), and clawback policies .
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Compensation | Member | 5 |
| Audit | — | 4 (not a member) |
| Governance | — | 4 (not a member) |
Fixed Compensation
| Component (Non‑Employee Director, 2024) | Amount |
|---|---|
| Annual cash retainer | $60,000 |
| Chairman of the Board retainer | $70,000 |
| Compensation Committee membership (non‑chair) | $7,500 |
| Total cash fees (Ms. Hawkes) | $137,500 |
Performance Compensation
| Annual Equity Award (Non‑Employee Director, 2024) | Detail |
|---|---|
| Form | Restricted stock |
| Grant value (fair value) | $100,000 |
| Grant timing | Close of business on date of 2024 annual meeting |
| Vesting | Earlier of one‑year anniversary or next annual meeting, provided the next meeting is at least 50 weeks after grant |
Compensation Committee performance framework (for NEO PSUs overseen by the Committee):
| Performance Level | rTSR Percentile vs Peer Group | rTSR Percentile vs MSCI US REIT Index | 50% Shares Earned vs Peer Group | 50% Shares Earned vs MSCI US REIT |
|---|---|---|---|---|
| < Threshold | <30th | <30th | 0% | 0% |
| Threshold | 30th | 30th | 50% | 50% |
| Target | 55th | 55th | 100% | 100% |
| Maximum | 80th | 80th | 200% | 200% |
- Absolute TSR modifier: Beginning with 2024 rTSR grants, payouts are reduced by 25% if relative rTSR exceeds target but absolute TSR is negative (not below target overall) .
- Clawback policy: Adopted and amended in Oct 2023 to comply with SEC/NYSE rules; enables recovery of incentive compensation in case of material restatement .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Appreciate Holdings, Inc. (NASDAQ: SFR) | Past five‑year public directorship | No current public company directorships; no disclosed interlocks or related‑party ties involving Ms. Hawkes at BNL . |
Expertise & Qualifications
- Extensive REIT operating, investment and capital markets experience; previously President/COO and public REIT board member (ARPI); net leased investment expertise viewed as invaluable by BNL .
- Education: B.A. Bowdoin College; M.B.A. Cornell University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Ownership Structure |
|---|---|---|---|
| Laurie A. Hawkes | 124,433 | <1% | Shares are owned by a trust; Ms. Hawkes is trustee with sole voting and investment power |
Stock ownership alignment and restrictions:
- Director Stock Ownership Policy: Non‑employee directors must own shares valued at 5x annual cash retainer within five years of joining; must retain at least 50% of stock awards until meeting the guideline; unvested time‑based shares count .
- Hedging and pledging prohibited for directors (no margining, short selling, collars, publicly‑traded options) .
- Insider Trading Policy in place; anonymous whistleblower reporting to Audit Committee .
Say‑On‑Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstained | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 Say‑On‑Pay | 131,078,611.49 | 5,792,938.00 | 316,752.00 | 19,176,612.00 |
- 2024 say‑on‑pay approval ≈95.5% of votes cast (For ÷ (For+Against+Abstain)) based on figures above .
- 2024 director election (Laurie A. Hawkes): Votes For 134,661,362.49; Against 2,361,072.00; Abstained 165,867.00; broker non‑votes 19,176,612.00; support ≈98.2% of votes cast .
Governance Assessment
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Strengths
- Independent Chair with clear separation from CEO; strong independent oversight; fully independent standing committees .
- Active Compensation Committee member; formalized equity and incentive frameworks with objective rTSR metrics and an absolute TSR modifier; robust clawback policy aligned with SEC/NYSE rules .
- High shareholder support for her election and strong say‑on‑pay approval, signaling investor confidence .
- Director compensation is balanced and modest: fixed cash ($137,500) plus time‑based equity ($100,000), with stock ownership guidelines and prohibitions on hedging/pledging that reinforce alignment .
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Potential risks/RED FLAGS to monitor
- Shares held via a trust (she is trustee with sole voting/investment power) — not inherently problematic, but monitor for any pledging (prohibited by policy) or related‑party transactions; none disclosed involving Ms. Hawkes .
- Related‑party transaction governance: audit committee pre‑approves up to $500k; escalates to full Board if ≥$500k — robust, but continue monitoring execution .
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Attendance and engagement
- Board met five times in 2024; all directors met at least 75% attendance and attended the 2024 Annual Meeting — consistent engagement; individual rates not disclosed .
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Compensation oversight integrity
- Compensation Committee uses independent consultant (Ferguson Partners Consulting, L.P.); emphasis on pay‑for‑performance and capped payouts; no excise tax gross‑ups; no single‑trigger vesting on change in control (unless awards not assumed) .
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Overall view
- Governance posture is shareholder‑friendly with strong independence, attendance, and alignment mechanisms; investor vote data indicates confidence in oversight and compensation practices .