Reginald H. Gilyard

About Reginald H. Gilyard

Independent director at CBRE since November 2018 (age 61), currently Chair of the Compensation Committee. Background includes Senior Advisor to Boston Consulting Group (since August 2017), Dean of Chapman University’s Argyros School (2012–2017), prior Partner & Managing Director at BCG (1996–2012), and earlier service in the U.S. Air Force (nine years active, three years reserves). Education: B.S. (U.S. Air Force Academy), M.S. (U.S. Air Force Institute of Technology), M.B.A. (Harvard Business School) .

Past Roles

Organization	Role	Tenure	Committees/Impact
The Boston Consulting Group	Senior Advisor	Aug 2017–present	Strategic counsel to corporate transformations
Chapman University (Argyros School)	Dean	Aug 2012–Jul 2017	Led academic and operational agenda
The Boston Consulting Group	Partner & Managing Director	1996–2012	Led strategy, M&A and transformation programs
U.S. Air Force / Reserves	Officer (Major in Reserves)	9 years active + 3 years reserves	Leadership and operational discipline

External Roles

Company	Role	Status
First American Financial Corporation	Director	Current
Orion Properties Inc.	Director	Current
Realty Income Corporation	Director	Current

Interlocks within CBRE board:

Realty Income Corporation: Also served by CBRE director Gerardo I. Lopez (director at Realty Income) .

Board Governance

Committee assignments: Compensation Committee Chair; CBRE’s Compensation Committee members are independent and qualify as “non‑employee directors” under Exchange Act rules .
Independence: Gilyard is an independent director; 8 of 10 CBRE nominees are independent; Audit, Compensation, and Governance Committees are fully independent .
Meetings and attendance: Board met 8 times; Compensation Committee met 4 times in 2024. Each incumbent director attended at least 75% of Board and committee meetings (aggregate) and all directors attended the 2024 annual meeting .
Lead Independent Director: Shira D. Goodman (since Nov 2023) with meaningful executive session oversight at each regular Board meeting .
Overboarding policy: Non‑executive directors capped at five public boards; Governance Committee affirmed all nominees comply with overboarding policy .
Compensation Committee interlocks: None; current members (including Gilyard) have never been CBRE officers/employees; no interlocks with CBRE executives at other issuers in 2024 .
Consultant independence: Committee retains FW Cook; firm reports directly to the Committee and is assessed for independence and conflicts annually .
Shareholder signals: Say‑on‑pay support ~94% at 2024 meeting, indicating strong investor alignment on pay governance .

Fixed Compensation

Director compensation structure (policy):

Component	Amount	Notes
Board cash retainer	$110,000	Payable at commencement of annual term
Compensation Committee Chair retainer	$25,000	Cash; role‑based
Annual RSU grant	$220,000	Granted at Annual Meeting; vests earlier of 1‑year or next annual meeting

2024 actual compensation (Reginald H. Gilyard):

Year	Cash Fees ($)	Stock Awards ($)	Total ($)
2024	135,000	219,993	354,993

RSU issuance details:

2024 director RSUs: 2,455 units valued at $89.61 per share on May 22, 2024 grant; same count and valuation applied to Gilyard under the standard director grant .
Outstanding as of 12/31/2024: 2,455 RSUs (no options outstanding) .

Performance Compensation

CBRE does not use performance‑conditioned awards for non‑employee directors; equity is time‑vesting and intended to align directors with shareholder outcomes. 2024 grant mechanics:

Metric	Value/Term
RSUs granted	2,455 units
Grant date	May 22, 2024
Grant date FMV	$89.61 per share
Vesting	Full vest on earlier of 1‑year from grant or next annual meeting

Other Directorships & Interlocks

External Board	Potential Interlock/Consideration
Realty Income Corporation	Shared directorship with CBRE director Gerardo I. Lopez; may enhance information flow but no related‑party transactions disclosed by CBRE for 2024 .
First American Financial Corporation	No CBRE‑disclosed related‑party transactions in 2024 .
Orion Properties Inc.	No CBRE‑disclosed related‑party transactions in 2024 .

Expertise & Qualifications

Skills matrix highlights for Gilyard: Cybersecurity; Global Business Operations; Human Capital Management; M&A; Other Public Company Board Service; Real Estate Industry Experience; Risk Management; Sustainability; Technology & Innovation .

Equity Ownership

Item	Shares
Common stock beneficially owned (direct/indirect)	17,368 (co‑trustee of Gilyard Family Trust UDT March 27, 2015)
Common stock acquirable within 60 days (RSUs)	2,455
Total beneficial ownership	19,823 (less than 1% of shares outstanding)
Ownership guideline	Minimum 5× annual director stock grant; must retain 100% of net shares until compliant
Hedging/pledging	Prohibited for directors and officers under CBRE policy

Governance Assessment

Independence and role: Independent Compensation Chair with deep strategy/M&A background; committee is fully independent and supported by an independent consultant (FW Cook) — positive for pay governance rigor .
Engagement and attendance: Board/committee cadence robust (8 Board; 4 Compensation), and aggregate attendance threshold met; all directors attended the annual meeting — supportive of engagement .
Ownership alignment: Annual RSUs and stock ownership guideline (5× grant) plus hedging/pledging ban foster alignment; Gilyard holds 19,823 total beneficial shares/RSUs .
Conflicts and related‑party exposure: No related‑party transactions involving Gilyard disclosed for 2024; Audit Committee oversees such matters under a formal policy — mitigates conflict risk .
Shareholder signals: Strong say‑on‑pay support (~94%) and clear compensation governance practices (clawback, ownership, no single‑trigger) — supportive of investor confidence .

RED FLAGS

None disclosed for Gilyard in 2024: no related‑party transactions, no hedging/pledging, attendance thresholds met; overboarding policy compliance affirmed for all nominees .