Shira D. Goodman
Lead Independent Director at CBRE
Board
About Shira D. Goodman
Shira D. Goodman (age 64) is CBRE’s Lead Independent Director (since November 2023), serving on the Board since May 2019 (6 years of tenure). She chairs the Executive Committee and sits on the Corporate Governance & Nominating Committee. Goodman is a former CEO of Staples and holds a B.A. (Princeton), M.S. in Management (MIT), and J.D. (Harvard), and is currently “Retired” as listed in the 2025 nominee summary. She is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Staples, Inc. | Chief Executive Officer | Sep 2016 – Jan 2018 | Led operations and strategy; prior divisions leadership in North America |
| Staples, Inc. | President & Interim CEO | Jun 2016 – Sep 2016 | Transition leadership |
| Staples, Inc. | President, North American Operations | Jan 2016 – Jun 2016 | Oversaw regional operations |
| Staples, Inc. | President, North American Commercial | Feb 2014 – Jun 2016 | Led commercial segment |
| Staples, Inc. | EVP, Global Growth | Feb 2012 – Feb 2014 | Corporate growth initiatives |
| Staples, Inc. | EVP, Human Resources | Mar 2009 – Feb 2012 | Human capital leadership |
| Staples, Inc. | EVP, Marketing | May 2001 – Mar 2009 | Brand and demand generation |
| Bain & Company | Consultant (project design, client relationships, case team mgmt.) | 1986 – 1992 | Strategy consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burlington Stores, Inc. | Director | Current | Public company board service |
| CarMax, Inc. | Director | Current | Public company board service |
| Charlesbank Capital Partners | Advisory Director | Jan 2019 – Dec 2024 | Private equity advisory |
Board Governance
- Independence: Goodman is independent; CBRE’s Board determined 80% of 2025 nominees are independent (all except Sulentic and Clancy).
- Board leadership: Lead Independent Director since Nov 2023; LID presides over executive sessions at each regular Board meeting.
- Committee assignments (FY2024/2025): Executive Committee (Chair); Corporate Governance & Nominating Committee (member).
- Attendance: In FY2024, Board held 8 meetings; each incumbent director attended at least 75% of Board and committee meetings in aggregate.
- Years of service: 6 years (Board tenure matrix).
- Director overboarding policy: Non-executive directors limited to five public boards (four if chair/LID of another board); CBRE affirms compliance among nominees.
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Annual Board Cash Retainer ($) | $110,000 | $110,000 | Paid at commencement of term. |
| Lead Independent Director Cash Retainer ($) | $75,000 (pro‑rated $38,208 from 11/15/2023) | $75,000 | Paid at commencement; LID role. |
| Committee Chair Fees ($) | Audit Chair (pro‑rated $14,717 for 5/17/2023–11/14/2023) | N/A for Goodman in 2024 | 2024 chairs: Audit ($30k), Comp ($25k), Governance ($20k). |
| RSU Grant ($) | $220,000 (2,919 RSUs @ $75.36 on 5/17/2023) | $220,000 (2,455 RSUs @ $89.61 on 5/22/2024) | Vests on earlier of 1-year or next annual meeting. |
| Total Director Compensation ($) | $382,901 (Cash $162,925; Stock $219,976) | $404,993 (Cash $185,000; Stock $219,993) | Cash reflects LID retainer and prior Audit Chair pro‑rate. |
Performance Compensation
| Element | Grant Date | Shares/Units | Valuation | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Non‑Employee Director RSUs | 5/22/2024 | 2,455 | $89.61 per RSU; $219,993 grant date fair value | Vests on earlier of 1‑year or next annual meeting | None; time‑based RSUs (directors have no PSU/performance metrics) |
| Prior Year RSUs | 5/17/2023 | 2,919 | $75.36 per RSU; $219,976 grant date fair value | Vests on earlier of 1‑year or next annual meeting | None; time‑based RSUs |
CBRE’s director compensation program does not include performance-based equity (e.g., PSUs) or bonus metrics for non-employee directors; equity grants are time-vested.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Burlington Stores, Inc. | Director | No related‑party transactions disclosed involving Goodman at CBRE; Board reviews conflicts annually. |
| CarMax, Inc. | Director | Same as above. |
- Over‑boarding: CBRE’s policy caps non‑executive directors at five boards (four if chair/LID elsewhere); Governance Committee affirms compliance.
- Compensation Committee interlocks: None among current members in 2024; no insider participation.
Expertise & Qualifications
- Senior leadership: Former CEO of Staples; >25 years in operations, marketing, HR, growth, and logistics.
- Governance leadership: Lead Independent Director; Executive Committee Chair; Governance Committee member.
- Education: B.A. Princeton; M.S. MIT Management; J.D. Harvard.
- Other public company board service: Burlington Stores and CarMax.
Equity Ownership
| Metric | As of 3/28/2024 | As of 3/24/2025 | Notes |
|---|---|---|---|
| Common Stock Beneficially Owned Directly/Indirectly | 14,756 | 17,675 | 2014 Family Trust holds noted amounts. |
| Common Stock Acquirable Within 60 Days (RSUs) | 2,919 | 2,455 | Reflect RSUs vesting within 60 days of the record date. |
| Total Beneficial Ownership | 17,675 | 20,130 | Less than 1.0% of shares outstanding. |
| RSUs Outstanding (12/31 prior year) | 2,919 (12/31/2023) | 2,455 (12/31/2024) | Outstanding director RSUs table. |
| Ownership Guidelines | 5x value of annual director stock grants | 100% net shares retention until compliant | Shares counting vs not counting detailed. |
- Hedging/pledging: CBRE policy prohibits hedging, short‑selling and pledging of CBRE stock by directors.
- Section 16 compliance: All officers and directors complied with Section 16(a) filing requirements in 2024.
Insider Trades
| Period | Notable Form 4 Transactions | Notes |
|---|---|---|
| FY2024 | Not disclosed in proxy | Company states all insiders complied with Section 16(a) filings; no transaction detail provided in proxy. |
| FY2025 YTD | Not disclosed in proxy | 2025 proxy/8‑Ks do not list director Form 4s; use SEC for current filings. |
Governance Assessment
-
Strengths
- Independent leadership: Goodman as LID provides counterbalance to combined Chair/CEO; presides over executive sessions at each regular meeting.
- Active committee roles: Executive Committee Chair; Governance member overseeing director compensation review and governance practices.
- Attendance and engagement: Board met 8 times in FY2024; incumbents ≥75% aggregate attendance; LID role signals robust engagement.
- Ownership alignment: Beneficial holdings (total 20,130 shares incl. RSUs acquirable within 60 days); strict director ownership guidelines and anti‑hedging/pledging policy.
-
Risks/Red Flags
- External boards: Two current public boards (Burlington, CarMax) elevate time commitments but remain within CBRE’s over‑boarding limits; Governance Committee affirms compliance.
- Related‑party exposure: No CBRE related‑party transactions disclosed for Goodman; Audit Committee oversees conflicts per policy.
- Pay structure: Director pay is fixed cash plus time‑vested RSUs; absence of performance linkage is standard for directors but offers limited direct pay‑for‑performance alignment.
-
Shareholder signals
- Say‑on‑pay outcomes: 2025 vote on 2024 NEO compensation—245,478,989 for vs 22,142,302 against; 2024 vote on 2023 NEO compensation ~94% approval noted in proxy.
Board Governance
| Attribute | Details | Evidence |
|---|---|---|
| Independence | Independent director; LID | |
| Committees | Executive (Chair); Governance | |
| Executive Sessions | Independent directors meet each regular meeting; LID presides | |
| 2024 Meetings | Board 8; committees met regularly | |
| Over‑boarding | Policy limits and compliance affirmed |
Fixed Compensation
| Type | Annual Amount | Vest/Terms |
|---|---|---|
| Cash Board Retainer | $110,000 | Paid at term start |
| LID Retainer | $75,000 | Paid at term start |
| RSU Grant | $220,000 | Vests earlier of 1‑yr or next annual meeting |
Performance Compensation
| Metric | Application to Directors | Policy |
|---|---|---|
| PSUs/Performance Metrics | Not used for directors | Director RSUs are time‑vested only |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Burlington Stores, Inc. | Director | Current |
| CarMax, Inc. | Director | Current |
Expertise & Qualifications
- CEO‑level operating experience and broad functional leadership (operations, marketing, HR, logistics) from Staples.
- Governance leadership at CBRE (LID; Executive Chair; Governance member).
- Academic credentials: Princeton (B.A.), MIT (M.S. Mgmt), Harvard (J.D.).
- Global business operations and risk management skills per Board skills matrix.
Equity Ownership
| Category | Amount (3/24/2025) | Percent |
|---|---|---|
| Direct/Indirect Shares | 17,675 | <1.0% |
| RSUs Acquirable ≤60 Days | 2,455 | <1.0% |
| Total Beneficial | 20,130 | <1.0% |
Director stock ownership requirement: 5x value of annual director stock grants; 100% net shares retention until compliant.
Governance Assessment
- Overall: Strong governance presence as LID with committee leadership; no related‑party conflicts disclosed; ownership alignment supported by policy. Monitoring time commitments across external boards advisable but within CBRE limits. Positive say‑on‑pay signals support overall governance environment and investor confidence.