Dasha Smith
COHEN & STEERSAbout Dasha Smith
Dasha Smith (age 51) is an independent director of Cohen & Steers, Inc. (CNS) and has served on the Board since November 2019 . She is Executive Vice President and Chief Administrative Officer of the National Football League, overseeing people operations (HR), technology, data & analytics, D&I, social responsibility and league office administration; she previously held senior HR leadership roles at Sony Music Entertainment and GCM Grosvenor and began her career as a corporate lawyer . She holds a BA from Georgetown University and a JD from the University of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Football League (NFL) | EVP, Chief Administrative Officer | 2019–present | Leads HR, technology, data & analytics, D&I, social responsibility, and league administration |
| Sony Music Entertainment | EVP, Global Chief Human Resources Officer | 2018 (prior to NFL) | Global HR leadership |
| GCM Grosvenor | Managing Director & Global CHRO | Prior to 2018 | Firm-wide HR leadership at alternatives manager |
| Time Inc. | Senior leadership roles | Prior to GCM Grosvenor | Corporate HR/administrative leadership |
| Private legal practice | Corporate lawyer | Early career | Corporate legal practice |
External Roles
| Company/Organization | Role | Type | Tenure | Committees/Notes |
|---|---|---|---|---|
| Pendulum | Director | Private company | Current | Not disclosed |
| CAPTRUST | Director | Private company | Current | Not disclosed |
| Beautycounter | Director | Private company | Current | Not disclosed |
| Northern Star Investment Corp. III | Director | Public company (SPAC) | 2021–2023 | Not disclosed |
| Non-profit educational and arts orgs | Director/Trustee | Non-profit | Current | Not disclosed |
Board Governance
- Independence: The Board determined on Feb 20, 2025 that Ms. Smith is independent under NYSE standards and SEC rules .
- Committee assignments: Audit Committee member (the Board determined she is an “audit committee financial expert” and has accounting/financial management expertise) ; Compensation Committee chair ; Nominating & Corporate Governance Committee member .
- Attendance/engagement: In 2024 the Board met 6 times; committees met Audit (8), Compensation (3), Nominating (3); each director attended at least 75% of applicable meetings; all directors at the time attended the 2024 annual meeting .
- Board leadership/executive sessions: Chairman and CEO roles are separated; there is no Lead Independent Director; non-management directors hold executive sessions each quarterly meeting and independent directors hold at least one per year .
- Risk oversight: Audit reviews related-party transactions and key risks; Compensation oversees compensation risk; Nominating assesses independence/conflicts and succession .
Fixed Compensation
- Director compensation structure (non-management directors): $210,000 annual retainer ($100,000 cash paid quarterly; $110,000 in RSUs granted quarterly), with committee cash retainers as follows—Audit member $15,000, Compensation member $7,500, Nominating member $5,000; committee chair retainers—Audit $15,000, Compensation $7,500, Nominating $5,000; all paid quarterly .
- 2024 cash compensation for Ms. Smith: $135,167 (base cash plus committee retainers) .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly |
| Committee retainers (member) | Audit $15,000; Compensation $7,500; Nominating $5,000 | Paid quarterly |
| Committee chair retainer | Compensation chair $7,500 | Paid quarterly |
| 2024 Cash Fees Earned | $135,167 | Reported in 2024 Director Compensation table |
Performance Compensation
- Equity for directors is not performance-based; non-management directors receive RSUs that are 100% vested on the grant date and delivered on the third anniversary; directors receive cash dividends when the company pays dividends .
- 2024 RSU grants for Ms. Smith (aggregate grant date fair value $109,860) consisted of quarterly grants: 365 RSUs (Jan 2, 2024, $27,467), 362 RSUs (Apr 1, 2024, $27,454), 383 RSUs (Jul 1, 2024, $27,482), 291 RSUs (Oct 1, 2024, $27,457) .
| Grant Date | RSUs | Grant Date Fair Value |
|---|---|---|
| Jan 2, 2024 | 365 | $27,467 |
| Apr 1, 2024 | 362 | $27,454 |
| Jul 1, 2024 | 383 | $27,482 |
| Oct 1, 2024 | 291 | $27,457 |
| 2024 Total | — | $109,860 |
No director performance metrics are used for equity; awards are service-based RSUs with deferred delivery .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Smith; prior public board: Northern Star Investment Corp. III (2021–2023) |
| Compensation consultant | Compensation Committee (chaired by Ms. Smith) retained McLagan; committee assessed independence (Feb 20, 2025) and found no conflicts |
| Interlocks/related-party | Board considered director investments in CNS-managed funds/accounts and did not deem them material to independence ; directors/officers may co-invest in CNS-advised vehicles without management fees/carry |
Expertise & Qualifications
- Audit Committee Financial Expert designation; accounting and related financial management expertise (Board determination) .
- Extensive HR, organizational, technology and administrative leadership in financial services and media; legal training (JD) .
- Independent director under NYSE/SEC standards .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding | RSUs Held (Non‑voting) |
|---|---|---|---|
| Dasha Smith | 3,588 | <1% | 4,326 |
- RSU program for directors: RSUs vest at grant and settle after 3 years; directors receive cash dividends when paid .
- Hedging is prohibited under the Insider Trading Policy (applies to directors); policy also covers trading in CNS securities .
- CNS does not maintain formal stock ownership guidelines for directors or executive officers, citing meaningful existing ownership .
Governance Assessment
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Strengths:
- Independent status affirmed (Feb 20, 2025) .
- Chairs Compensation Committee and serves on Audit and Nominating, indicating central role in pay, risk, and succession oversight; also designated an Audit Committee Financial Expert .
- Board/committee attendance threshold met in 2024 (≥75%); Board and key committees maintained regular cadence (Board: 6; Audit: 8; Comp: 3; Nominating: 3) .
- Compensation Committee uses an independent consultant (McLagan) with independence reviewed; no conflicts found; recent say-on-pay support was strong at 93.55%, signaling investor confidence in pay governance .
-
Considerations / potential flags to monitor:
- Directors and officers may co-invest in CNS-advised vehicles without fees/carry—a disclosed practice that can raise perceived alignment/conflict questions, though the Board has oversight and reviews related transactions .
- Some directors (including Ms. Smith) may be or may become investors in CNS-managed funds/accounts; the Board did not deem this material to independence at the time of its determination .
- No Lead Independent Director, though roles are separated and the Board cites size/structure as rationale .
Overall, Ms. Smith’s governance profile aligns with investor expectations for independence, engagement, and committee leadership, with notable financial oversight credentials and strong process controls around compensation and risk .