Guy A. Metcalfe
CBRE GROUPAbout Guy A. Metcalfe
Independent director of CBRE since February 2024; age 57. Former Managing Director and Global Chairman of Real Estate at Morgan Stanley (retired January 2024), with two decades leading its real estate investment banking business . Serves on boards of Prologis, Inc. and RioCan Real Estate Investment Trust; senior advisor to KKR & Co.; co‑Chair of Child Mind Institute; B.A. (honors) in Business Administration from Ivey Business School, University of Western Ontario . The Board determined he is independent under NYSE and SEC rules upon appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director; Global Chairman of Real Estate; member of Investment Banking Executive Committee | ~20+ years, retired Jan 2024 | Led real estate investment banking; advised on major M&A, capital markets transactions |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Prologis, Inc. | Director | Not disclosed | Global logistics REIT |
| RioCan Real Estate Investment Trust | Director | Not disclosed | One of Canada’s largest REITs |
| KKR & Co. | Senior Advisor | Not disclosed | Global investment firm |
| Child Mind Institute | Co‑Chair, Board of Directors | Not disclosed | Non‑profit |
Board Governance
- Committee assignments: Compensation Committee member; Corporate Governance & Nominating Committee member .
- Chair roles: None disclosed for Metcalfe (chairs are Gilyard—Compensation; Yajnik—Governance; Lopez—Audit; Goodman—Executive) .
- Independence: Board determined Metcalfe is independent under NYSE/SEC and CBRE guidelines; all members of Compensation and Governance Committees are independent .
- Attendance and engagement: In 2024, each incumbent director attended at least 75% of Board and relevant committee meetings (8 Board; Compensation 4; Governance 5) .
- Lead Independent Director: Shira D. Goodman; independent directors meet in executive session at each regularly scheduled Board meeting .
Fixed Compensation
| Component | Amount | Date/Terms |
|---|---|---|
| Cash Fees (annual retainer, pro‑rated for appointment; plus standard committee/member fees) | $135,847 (2024) | Appointed Feb 26, 2024; pro‑rated cash retainer $25,847 upon appointment |
| Director RSU grants (time‑vest) | $271,624 grant date fair value (2024) | Pro‑rated 574 RSUs @ $89.95 (grant 2/26/2024, vested at May 2024 annual meeting); plus standard 2,455 RSUs @ $89.61 (grant 5/22/2024) vest on earlier of one-year or next annual meeting |
Director compensation policy (2024): annual cash retainer $110,000; annual RSU grant $220,000; additional cash retainers for LID/chairs only; RSUs vest on earlier of one-year or next annual meeting. No option grants; directors may elect stock in lieu of cash; deferred compensation plan available .
Performance Compensation
Directors receive time‑vesting RSUs; no performance‑based metrics or options are disclosed for director compensation.
| Performance Metric | Target | Measurement Period | Outcome |
|---|---|---|---|
| Not applicable (director equity is time‑vested RSUs; no disclosed performance metrics) | — | — | RSUs vest on earlier of one-year or next annual meeting |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Prologis, Inc. | Director | CBRE’s Policy Regarding Transactions with Interested Parties assigns the Audit Committee to review and approve any related‑party transactions; Board indicates robust independence oversight . |
| RioCan REIT | Director | Same policy framework applies to any dealings . |
| KKR & Co. | Senior Advisor | Independence affirmed; 8‑K notes no related‑party transactions at appointment . |
At appointment, CBRE disclosed no related‑party transactions involving Metcalfe (Item 404(a)) and affirmed independence . CBRE maintains policies restricting hedging, short‑selling, and pledging, and mandates Audit Committee review of interested‑party transactions .
Expertise & Qualifications
- Transactional real estate and capital markets expertise; strategic advisor to CBRE on notable capital‑raising/M&A transactions .
- Finance and accounting; M&A; global business operations; senior leadership .
Equity Ownership
| Holder | Common Stock Beneficially Owned (Direct/Indirect) | Common Stock Acquirable Within 60 Days (RSUs) | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|
| Guy A. Metcalfe | 2,088 | 2,455 | 4,543 | <1% (based on 299,856,558 shares) |
Additional details:
- Outstanding RSUs as of Dec 31, 2024: 2,455; no options outstanding .
- At appointment (Form 3, Feb 27, 2024), initially reported no beneficial ownership; subsequent grants/holdings reflected in proxy .
- Director stock ownership requirements: minimum common stock equal to 5x value of annual director stock grants; until met, must retain 100% of net shares post‑tax from vesting/option exercise .
- CBRE policy restricts hedging, short‑selling, and pledging of CBRE stock for directors .
Governance Assessment
- Board effectiveness: Metcalfe strengthens transactional and real estate capital markets oversight; sits on Compensation and Governance Committees, both fully independent and supported by independent consultant FW Cook .
- Independence and conflicts: Independence affirmed; no related‑party transactions at appointment; strong Audit Committee oversight of interested‑party transactions reduces conflict risk .
- Attendance and engagement: Meets minimum attendance standards; Board holds regular executive sessions led by the Lead Independent Director, reinforcing independent oversight .
- Alignment: Director pay mix is standard (cash retainer + time‑vested RSUs), with ownership requirements and trading restrictions that support alignment and minimize hedging/pledging risks .
- RED FLAGS: None disclosed specific to Metcalfe. Items to monitor include external roles at Prologis and KKR for any future related‑party exposure, subject to CBRE’s audit review policy . Say‑on‑pay support (~94%) suggests constructive shareholder engagement and confidence in governance practices .