Marjorie Bowen
About Marjorie Bowen
Marjorie L. Bowen, age 59, has served on CBL’s Board since November 1, 2021; she is an Independent Director, Chair of the Audit Committee, and a member of the Nominating/Corporate Governance Committee. Bowen is a former Managing Director of Houlihan Lokey’s fairness opinion practice (joined 1989; Managing Director 2000–2007), with extensive REIT and restructuring experience, and has chaired Audit, Special, and transaction committees; she holds an MBA from the University of Chicago Booth School of Business and a BA, cum laude, from Colgate University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houlihan Lokey | Managing Director, Fairness Opinion Practice | 2000–2007; joined firm 1989 | Led fairness opinion practice; significant public REIT experience; chaired special and transaction committees across boards |
| Various companies (board service) | Director; committee leadership on Audit, Restructuring, Finance, Strategic Review | Various (see External Roles) | Chaired Audit and Special Committees; “financial expert” credentials (NYSE/NASDAQ) |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Diebold Nixdorf, Incorporated | Director | 2023–2025 | Prior board service |
| Bed Bath & Beyond Inc. | Director | 2022–2023 | Prior board service |
| Sequential Brands Group, Inc. | Director | 2021–2022 | Prior board service |
| Centric Brands, Inc. | Director | 2020 | Prior board service |
| Genesco, Inc. | Director | 2018–2019 | Prior board service |
| Navient Corporation | Director | 2019–2020 | Prior board service |
| ShoreTel Inc. | Director | 2016–2017 | Prior board service |
Board Governance
- Independence: Board determined Bowen is independent under SEC and NYSE standards; all Audit Committee members (including Bowen) are independent and designated “audit committee financial experts” .
- Committee roles: Audit Chair; Nominating/Corporate Governance member; Audit Committee met five times in 2024; Nominating/Corporate Governance met five times in 2024 .
- Attendance: Board met six times in 2024; each director attended >75% of aggregate Board and committee meetings on which they served .
- Independent director executive sessions: Six executive sessions in 2024, chaired by the Non‑Executive Chairman (Contis) .
| Committee | 2024 Members | Chair | 2024 Meetings | Independence/Financial Expert Status |
|---|---|---|---|---|
| Audit | Marjorie L. Bowen; David J. Contis; Robert G. Gifford; Michael A. Torres | Bowen | 5 | All independent; all qualify as “audit committee financial expert” |
| Nominating/Corporate Governance | David M. Fields; Marjorie L. Bowen; Jeffrey A. Kivitz | Fields | 5 | All independent; oversees ESG and director nominations |
| Compensation | Robert G. Gifford; David M. Fields; Jeffrey A. Kivitz; Michael A. Torres | Gifford | 3 | All independent; no interlocks; uses Ferguson Partners as consultant |
Fixed Compensation
| Component (2024) | Bowen Amount ($) | Basis/Policy |
|---|---|---|
| Annual Cash Retainer | 75,000 | Standard non‑employee director retainer |
| Committee Chair Fee (Audit) | 25,000 | Audit Chair fee (chair receives in lieu of member fee) |
| Committee Member Fee (Nominating/CG) | 15,000 | Committee member fee |
| Total Cash Fees (sum) | 115,000 | Reported fees earned in 2024 |
Non‑employee director cash fee schedule effective Jan 1, 2023: $75,000 retainer; $15,000 per committee membership; $25,000 Audit Chair; $20,000 Compensation/Nominating Chair; $50,000 incremental fee for Non‑Executive Chairman (equity component eliminated in Feb 2024) .
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant Date Fair Value per Share ($) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual Restricted Stock (RS) | Dec 15, 2024 | 4,017 | 31.12 | 125,009 | Vests Jan 1, 2026 (following 2025 Annual Service Period) |
- Non‑employee director annual equity award policy: $125,000 in restricted common stock granted December 15 each year for prospective service in the upcoming calendar year; shares vest on January 1 following conclusion of that year’s service; directors have voting and dividend rights during restriction; forfeiture applies if service ceases (death/disability and change‑in‑control exceptions) .
- Outstanding director RS balances: As of Dec 31, 2024 Bowen held 9,232 restricted shares; as of April 8, 2025 her restricted balance reflected 4,017 shares (prior grants vesting per schedule) .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation committee interlocks | None; all Compensation Committee members are independent; no insider participation or external interlocks reported . |
| Potential interlocks/conflicts | Board noted Independent Directors (including Bowen) were initially recommended during Chapter 11 by an Ad Hoc Bondholder Group via Korn Ferry search; Board concluded these factors did not impair independence . |
Expertise & Qualifications
- Audit “financial expert” per SEC definition; NYSE independence; Audit Chair overseeing internal controls, auditor engagement, cybersecurity risk, and hedging oversight .
- Deep restructuring/transaction experience; chaired Audit, Special, and strategic committees; finance, capital markets, and M&A skill set; MBA (Chicago Booth), BA cum laude (Colgate) .
- Board skills matrix: financial literacy, risk oversight, corporate governance, corporate restructuring among core competencies .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Shares Outstanding | Unrestricted Shares | Restricted Shares | Date/Source |
|---|---|---|---|---|---|
| Marjorie L. Bowen | 30,094 | <1% | 26,077 | 4,017 | April 8, 2025; Security Ownership Table and footnotes |
| Bowen – Restricted balance (FY-end) | 9,232 | N/A | N/A | 9,232 | As of Dec 31, 2024; Director compensation note |
- Ownership guidelines: CBL maintains minimum stock ownership requirements for non‑employee directors; compliance valuation uses greater of cost, tax basis, or prior-year average closing price; PSUs/RSUs counted only after performance satisfied and exchange implemented; exceptions require committee chair approval .
- Pledging/hedging: No pledging or hedging disclosures identified for Bowen in proxy materials .
Governance Assessment
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Strengths
- Independent director with audit “financial expert” designation; serves as Audit Chair overseeing auditor independence, internal controls, cybersecurity, and hedging — a strong signal of governance rigor .
- Robust engagement: Board met six times; committees active (Audit 5; Nominating/CG 5); each director >75% attendance; independent director executive sessions held six times, supporting independent oversight .
- Pay alignment for directors: Balanced cash/equity mix; time‑based RS aligns long‑term interests; committee chair premium appropriately recognizes workload; compensation benchmarked with independent consultant (Ferguson Partners) .
- Ownership alignment: Meaningful personal holdings and ongoing annual RS grants; clear ownership guideline framework .
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Watch items / potential conflicts
- Chapter 11 selection pathway: Bowen (and certain others) were initially recommended by an Ad Hoc Bondholder Group; while Board affirmed independence, investors may monitor for perceived creditor influence in governance decisions. Board explicitly determined this does not impair independence .
- Concentrated external holders: Significant 5%+ holders (e.g., Canyon, Oaktree, Vanguard, BlackRock, Amster) shape governance context; no specific conflicts identified for Bowen, but Audit Chair role implies heightened vigilance on related‑party matters (e.g., HGPI outlet JV transactions linked to Amster) .
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Red flags
- None disclosed for Bowen regarding related‑party transactions, low attendance, hedging/pledging, or compensation anomalies in the proxy .