Michael Mazan
About Michael Mazan
Michael Mazan, age 57, is an independent director of City Office REIT, Inc. (CIO) since February 2023 and currently chairs the Audit Committee; he also serves on the Nominating & Corporate Governance Committee and the full Board . He is a founding partner of KingsPeak Partners and previously spent 19 years as a partner at Birch Hill Equity Partners, with earlier roles at Credit Suisse First Boston, Rogers Communications (Rogers Wave), and McKinsey & Company; he holds a B.Comm. from Carleton University and an MBA from the University of Western Ontario . CIO’s Board has determined him to be independent under SEC and NYSE rules, and as Audit Chair he is designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Birch Hill Equity Partners | Partner | 1999–2018 | Led full investment lifecycle; portfolio company governance |
| Credit Suisse First Boston | Investment Banking Associate | 1997–1999 | Corporate finance/investment banking experience |
| Rogers Wave (Rogers Communications) | Director of Finance & Corporate Development | 1995–1997 | Corporate development, finance |
| McKinsey & Company | Consulting Associate | 1992–1995 | Strategy/operations consulting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KingsPeak Partners | Founding Partner | Current | Focus on investing in and developing small/mid-size businesses |
| Various private/public companies | Director | Prior (12 boards total) | Broad board experience across industries (specific companies not disclosed) |
Board Governance
- Independence: CIO states 5 of 6 directors are independent; Mazan is among them .
- Committee assignments and chair roles: Audit Committee (Chair); Nominating & Corporate Governance (Member); Board (Director) .
- Attendance: All incumbent directors in 2024 attended at least 75% of Board and applicable committee meetings; directors attended the 2024 Annual Meeting .
- Meeting cadence (2024): Board 6; Audit 4; Compensation 3; Nominating 2; Investment 2 .
- Audit Committee remit: Oversees financial reporting, internal controls, auditor independence, risk (incl. cybersecurity); members meet quarterly in executive sessions .
- Governance policies supporting investor alignment: stock ownership policy for independent directors; prohibition on hedging; director resignation policy; annual evaluations; board diversity policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $50,000 | Standard non-employee director base fee |
| Audit Committee Chair Retainer | $15,000 | Additional cash for Audit Chair |
| Total Cash Fees Received (2024) | $65,000 | As reported for Mazan |
Performance Compensation
| Grant Type | Grant Date | Units | Vesting | Fair Value/Notes |
|---|---|---|---|---|
| RSUs (Director) | Jan 24, 2024 | 10,778 | Ratable over 3 years; dividend equivalents reinvested and vest with RSUs | Aggregate grant date fair value per director program disclosed; Mazan’s 2024 stock awards total $62,045 |
| Dividend Equivalent RSUs (2024 accrual) | 2024 | 629 | Vests per the underlying RSU schedule | Included in stock awards disclosure |
- Options/PSUs: No director option awards; director equity is time-based RSUs only (no performance RSUs for directors) .
- Ownership policy: Independent directors must reach common stock ownership of at least 3× their total annual base compensation within 5 years of becoming a director; individual compliance status not disclosed .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Not disclosed | — | — | Biography references service on 12 boards; specific current public company directorships not listed |
Expertise & Qualifications
- Financial expertise: Audit Committee “financial expert”; financially literate per NYSE standards .
- Private equity/portfolio governance: Extensive experience building and governing portfolio companies at Birch Hill and KingsPeak .
- Capital markets & corporate development: Prior roles at CSFB and Rogers Wave; strategy background via McKinsey .
- Education: B.Comm. (Carleton University), MBA (University of Western Ontario) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 41,900 shares | As of Feb 20, 2025; includes indirect interests where applicable |
| Ownership as % of Outstanding | <1% | Company designates “less than one percent of class” for Mazan |
| Unvested RSUs (Dec 31, 2024) | 11,407 units | Includes dividend equivalents; from director RSU grants |
| Hedging/Pledging | Hedging prohibited; pledging not specified | Hedging policy applies to directors; no pledging policy disclosure identified |
| Stock Ownership Guidelines | 3× annual base compensation within 5 years | Applies to independent directors; individual compliance not disclosed |
Governance Assessment
-
Strengths:
- Audit Chair with “financial expert” designation; robust audit oversight including cybersecurity and auditor independence .
- Independent status and service on governance-related committee; supports board effectiveness .
- Director equity aligns incentives via multi-year time-based RSUs and dividend equivalents; presence of anti-hedging and ownership guidelines .
- Attendance and engagement: met minimum attendance standard; participated in annual meeting; Board/committee cadence suggests active oversight .
-
Potential risk indicators and watch items:
- Equity awards for directors are time-based (not performance-conditioned), which provides alignment but less pay-for-performance sensitivity versus PSUs; no director options .
- Pledging policy not explicitly disclosed for directors; continue to monitor for any pledging disclosures in future filings .
- External private equity role (KingsPeak) could present potential conflicts if CIO transacts with KingsPeak-related entities; company has a related-person transaction policy and requires independent director approval for any conflicts; no related-party transactions disclosed involving Mazan .
-
Compensation and shareholder sentiment context:
- 2024 Say-on-Pay support was over 81%, indicating general investor acceptance of compensation governance at CIO (director program administered by Compensation Committee) .
Overall, Mazan’s audit leadership, independence, and capital markets/PE governance experience are positives for board effectiveness. Key monitoring items for investors are director equity design (time-based), any future related-party exposures given external affiliations, and explicit disclosure of pledging practices.