Dawanna Williams
CompassAbout Dawanna Williams
Dawanna Williams (age 56) is an independent director of Compass, Inc., serving since July 2022 and standing for election to a new Class I term through 2028 at the May 22, 2025 annual meeting; she is a member of the Audit Committee . She is Founder & Managing Principal of Dabar Development Partners and brings extensive real estate development expertise and prior corporate legal experience, with degrees from Smith College (A.B.), Harvard Kennedy School (M.P.A.), and University of Maryland (J.D.) . The Board has affirmatively determined she is independent under NYSE rules; Compass maintains regular executive sessions of independent directors and a Lead Independent Director structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dabar Development Partners | Founder & Managing Principal | 2003–present | Real estate development/investment leadership |
| Victory Education Partners | General Counsel | 2010–2013 | Legal leadership for education services |
| Sidley Austin LLP | Senior Associate | 1999–2003 | Corporate/real estate legal practice |
| Paul Hastings LLP | Associate | 1996–1999 | Corporate/real estate legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ACRES Commercial Realty Corp. | Director | Since 2021 | Public company board |
| Ares Industrial Real Estate Income Trust | Board member | Since 2023 | Real estate income trust |
| Focus Impact Acquisition Corp. | Director | 2021–2024 | Former public company board |
| New York Real Estate Chamber | Board member | Since 2014 | Industry organization |
| NYC Trust for Cultural Resources | Board member | Since 2017 | Public finance entity |
| Apollo Theater | Board member & Real Estate Committee Chair | Since 2018 | Real estate committee leadership |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee held 5 meetings in 2024 .
- Independence: Board determined all directors except the CEO are independent; all standing committees are composed entirely of independent directors .
- Attendance: Board met 8 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Classified board; CEO serves as Chair with Charles Phillips as Lead Independent Director, empowered with significant responsibilities .
Fixed Compensation
| Component | Policy Amount | 2024 Actual for Williams |
|---|---|---|
| Board Member Fee (cash unless elected as RSUs) | $50,000 per year | $60,000 fees paid in cash |
| Audit Committee Member Fee | $10,000 per year | Included in fees above (aggregate disclosed) |
| Audit Committee Chair Fee | $20,000 per year | Not applicable (not Chair) |
| Compensation Committee Member/Chair Fees | $7,500 / $15,000 | Not applicable (not a member) |
| Nominating & Governance Committee Member/Chair Fees | $5,000 / $10,000 | Not applicable (not a member) |
| Total Cash Fees | — | $60,000 |
Notes: Non‑employee directors may elect to receive applicable cash fees in the form of RSUs under the 2021 EIP .
Performance Compensation
| Equity Component | 2024 Grant | Valuation/Fair Value | Vesting |
|---|---|---|---|
| Annual Director RSU Award (policy) | $225,000 notional | Determined by award; vests time‑based | Fully vests at next annual meeting or 1 year from grant, contingent on continued service |
| 2024 Annual RSUs (Williams) | 57,310 RSUs | $212,620 grant date fair value | Annual director vest (time‑based) per policy |
| Unvested RSUs at 12/31/2024 (Williams) | 57,310 RSUs | — | — |
- No performance metrics are tied to director equity; awards are time‑based per the non‑employee director compensation policy .
Other Directorships & Interlocks
| Company | Sector/Linkage | Potential Interlock/Overlap |
|---|---|---|
| ACRES Commercial Realty Corp. | Commercial real estate finance | Real estate ecosystem exposure; no Compass related‑party transactions disclosed for 2024 |
| Ares Industrial Real Estate Income Trust | Industrial real estate | Real estate ecosystem exposure; no RPTs disclosed for 2024 |
| Focus Impact Acquisition Corp. (former) | SPAC | Historical SPAC experience; no current overlap disclosed |
- Related Party Transactions: Compass reported no transactions required to be disclosed since the beginning of fiscal year 2024 .
Expertise & Qualifications
- Real estate development/investment leader; founder/operator of Dabar Development Partners since 2003 .
- Corporate legal background (Sidley Austin, Paul Hastings); General Counsel experience in education services .
- Education: A.B. in Economics & Government (Smith College), M.P.A. (Harvard Kennedy School), J.D. (University of Maryland) .
- Board exposure across public, private, and non‑profit institutions; committee leadership at Apollo Theater .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 110,419 shares; <1% of outstanding |
| Class C ownership | None disclosed |
| Unvested director RSUs (12/31/2024) | 57,310 RSUs |
| Options outstanding | None disclosed for Williams |
| Hedging policy | Hedging and certain derivative transactions prohibited for directors |
| Pledging | Pledging subject to General Counsel approval; prohibited for margin loans; restricted otherwise |
| Ownership guidelines | Non‑employee directors: 5x annual Board retainer; all directors met guidelines as of 12/31/2024 |
Governance Assessment
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Positive signals
- Independent director with Audit Committee service; Audit Committee met 5 times in 2024 and is fully independent .
- Strong attendance norms: all directors ≥75% attendance and all attended the 2024 Annual Meeting .
- Director equity aligns with shareholder value via annual RSUs; stock ownership guidelines met for all directors .
- No related party transactions reported for 2024; robust insider trading/hedging/pledging controls .
-
Potential risks/RED FLAGS
- Classified board structure can entrench directors and reduce annual accountability .
- CEO also serves as Chair; mitigated by an empowered Lead Independent Director, but some investors prefer independent chair .
- Concentrated voting power via Class C shares held by CEO may dilute minority voting influence (context from security ownership table) .
-
Net view: Williams’ real estate and legal expertise complements Audit oversight and industry exposure; compensation structure and ownership guidelines support alignment, with no disclosed conflicts in 2024. Board structural considerations (classified board; combined Chair/CEO) are broader governance factors for investor evaluation .