John McLernon
About John McLernon
John McLernon, age 84, is an independent director of City Office REIT, Inc. (CIO) and has served on the Board since the company’s IPO in April 2014; he was Chairman from April 2014 to February 2023. He holds a B.A. from McGill University and has extensive global real estate operating and M&A experience, including guiding Colliers International through ~50 mergers, acquisitions, and startups across the Americas, Asia Pacific, and Europe.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macaulay Nicolls Maitland & Co. / Colliers International | Chairman & CEO; instrumental in employee purchase and formation of Colliers | 1977–2004 (CEO/Chair); formation in 1985 | Led ~50 M&A and startups; global expansion |
| McLernon Consultants Ltd. | President | Since Nov 2004 | Advisory and leadership in real estate/services |
| Canadian Pacific Railway Limited | Early career | Began 1964 | Transitioned to real estate via Marathon Realty |
| Marathon Realty Company Limited | Property development arm (joined from CPR) | 1960s–1970s (exact dates not disclosed) | Real estate development experience |
External Roles
| Organization | Role | Current/Past |
|---|---|---|
| Colliers International | Honorary Chair | Current |
| Village Farms International Inc. | Chair | Current |
| Canadian Urban Ltd. | Board member | Current |
| British Columbia Railway Company | Chair | Past |
| British Columbia Lottery Corporation | Chair | Past |
| A&W Revenue Royalties Income Fund | Chair | Past |
| Streetohome Foundation (Vancouver) | Founding Chair | Past |
Board Governance
- Independence: CIO identifies McLernon as an independent director under SEC and NYSE standards.
- Committee assignments and chair roles:
- Audit Committee member; Board determined all Audit members are “financially literate” and qualify as “audit committee financial experts.”
- Nominating & Corporate Governance Committee member.
- Investment Committee Chair.
- Board/committee meeting cadence in 2024: Board (6), Audit (4), Compensation (3), Nominating (2), Investment (2).
- Attendance: All incumbent directors met at least 75% attendance thresholds and attended the 2024 Annual Meeting.
- Leadership structure: CEO and Board Chair roles are separated; Board Chair is independent.
- Policies: Code of ethics, corporate governance guidelines, hedging prohibition, insider trading policy (open windows/pre-clearance), stock ownership policy (directors: ≥3x annual base compensation within 5 years).
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director base fee |
| Committee chair fee (Investment) | $10,000 | Investment Committee chair |
| Total cash fees (McLernon) | $60,000 | Sum of base + chair |
Performance Compensation
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| RSU (Director grant) | 2024-01-24 | 10,778 | Included in Stock Awards $65,317 total for 2024 | Ratably over 3 years | 1,243 RSUs accrued in 2024 for most directors (includes McLernon) |
RSUs for directors vest in equal annual installments over three years and include dividend equivalent rights that are delivered upon vesting of the underlying units; directors received no options, pensions, or meeting fees beyond the disclosed retainers.
Other Directorships & Interlocks
- Compensation Committee interlocks: CIO discloses no interlocks or insider participation; McLernon is not a member of the Compensation Committee.
- Related-party transactions: Proxy’s related-party section does not identify transactions involving McLernon; CIO maintains a related-person transaction policy with independent director oversight.
Expertise & Qualifications
- Recognized as an Audit Committee financial expert; financially literate under NYSE standards.
- Decades of senior leadership across global real estate services and M&A execution (~50 transactions) with Colliers; strategic operations, financing, and planning depth.
- Education: B.A., McGill University.
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Notes |
|---|---|---|---|
| John McLernon | 41,179 | <1% | Includes indirect holdings via family/trusts/corporations, per footnote (2) |
| Unvested Equity (as of 2024-12-31) | Units | Detail |
|---|---|---|
| 2022 RSUs (grant 2022-01-25) | 2,083 | Includes dividend equivalents |
| 2023 RSUs (grant 2023-01-24) | 4,854 | Includes dividend equivalents |
| 2024 RSUs (grant 2024-01-24) | 11,407 | Includes dividend equivalents |
Outstanding shares at the record date: 40,358,240 (context for ownership percentage).
Governance Assessment
- Strengths: Independent director; chairs the Investment Committee; Audit Committee financial expert; consistent attendance; equity compensation with 3-year vesting supports alignment; hedging prohibited; insider trading pre-clearance policy; director stock ownership guidelines (≥3x base within five years).
- Potential watch items: Long tenure since 2014 (continuity and experience, but some investors monitor tenure for independence over time); multiple external commitments (Chair roles at other organizations), though no related-person transactions are disclosed.
Director Compensation 2024 (McLernon): Fees $60,000; Stock Awards $65,317; Total $125,317.