Pamela Thomas-Graham
CompassAbout Pamela Thomas-Graham
Pamela Thomas-Graham is an independent director of Compass, Inc. (COMP), serving since February 2020 and currently Chair of the Compensation Committee; her Class II term expires at the 2026 annual meeting . She is Founder & CEO of Dandelion Chandelier LLC (since 2016) and holds an MBA from Harvard Business School and a JD from Harvard Law School, bringing broad CEO-level leadership and governance expertise to the board . The board has determined she is independent under NYSE rules; all committees (including Compensation) consist solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dandelion Chandelier LLC | Founder & Chief Executive Officer | 2016–present | Digital media leadership |
| Credit Suisse Group AG | Executive roles incl. Executive Board member | 2010–2016 | Strategic, operational and governance leadership |
| Angelo, Gordon & Co. | Managing Director | 2008–2010 | Investment management leadership |
| Liz Claiborne (now Tapestry) | Group President | 2005–2007 | Operating executive experience |
| CNBC/CNBC.com | President & Chief Executive Officer | 1999–2005 | Media operating executive leadership |
| McKinsey & Co. | Partner | 1989–1999 | Strategy, operations, governance expertise |
External Roles
| Company | Role | Status/Tenure |
|---|---|---|
| Bumble, Inc. | Director | Current; since 2020 |
| Peloton Interactive, Inc. | Director | Current; since 2018 |
| Rivian Automotive, Inc. | Director | Former; 2021–2024 |
| Bank of N.T. Butterfield & Son Limited | Director | Former; 2017–2024 |
| Anthemis Digital Acquisitions I Corp. | Director | Former; 2021–2023 |
| Norwegian Cruise Line Holdings, Ltd. | Director | Former; 2018–2021 |
| The Clorox Company | Director | Former; 2005–2021 |
Board Governance
- Committee assignments: Compensation Committee Chair; not listed on Audit or Nominating & Corporate Governance committees . Meetings held in 2024: Compensation Committee – 5; all members independent .
- Board meetings and attendance: Board met eight times in 2024; all directors attended at least 75% of aggregate Board/committee meetings and attended the 2024 Annual Meeting .
- Independence: Board majority is independent; all committee members are independent under NYSE and SEC rules .
- Governance practices: Regular executive sessions of independent directors; Lead Independent Director (Charles Phillips) structure; prohibition on hedging; pledging restricted and subject to approval; minimum stock ownership requirements and clawbacks adopted per SEC/NYSE rules .
Fixed Compensation
| Component | Policy Amount | Pamela Thomas-Graham 2024 Actual |
|---|---|---|
| Board Member Fee (cash) | $50,000 per year | $50,000 cash included in $65,000 total cash |
| Compensation Committee Chair Fee (cash) | $15,000 per year | $15,000 cash included in $65,000 total cash |
| Committee Member Fees (if applicable) | Compensation Member $7,500; Audit $10,000; Nominating $5,000 | Not applicable (Chair only per roster) |
| Annual Equity Grant (RSUs) | $225,000; vests by next AGM or 1 year | $212,620 grant-date ASC 718 value; 57,310 RSUs |
| 2024 Director Total | — | $277,620 total (cash $65,000; stock awards $212,620) |
Directors may elect to receive committee fees in RSUs under the 2021 EIP; annual RSUs vest fully by the next AGM or one year, contingent on continued service .
Performance Compensation
The director equity program is time-based and not performance-based; however, as Compensation Committee Chair, Thomas-Graham oversees the pay-for-performance design for NEOs. The 2024 Cash Performance Bonus Program used the following metrics and results:
| Metric | Weight | Threshold | Target | Maximum | Actual FY2024 | Earned % |
|---|---|---|---|---|---|---|
| Free Cash Flow ($mm) | 75% | $(20) | $30 | $80 | $106 | 150% component |
| Individual Performance/Discretionary | 25% | 0% | 100% | 200% | 200% | 50% component |
| Total Short-Term Incentive Earned | 100% | — | — | — | — | 200% total |
Additional committee process and safeguards:
- Independent compensation consultant (Semler Brossy) retained; assessed peer group and risk; consultant deemed independent .
- Peer group for 2024 compensation decisions included HOUS, OPEN, EXPI, RDN, STC, FAF, RDFN, ZG, RKT .
- Clawback policy adopted in 2023 per SEC/NYSE; applies to incentive-based compensation for Section 16 officers .
- 2024 Say-on-Pay support ~93%, indicating broad shareholder approval of the program overseen by the committee .
Other Directorships & Interlocks
| Relationship Type | Details |
|---|---|
| Public company boards (current) | Bumble (since 2020); Peloton (since 2018) |
| Public company boards (former) | Rivian (2021–2024); Butterfield (2017–2024); Anthemis DAC I (2021–2023); NCLH (2018–2021); Clorox (2005–2021) |
| Interlocks/conflicts | No related party transactions required to be reported since start of FY2024 . No interlocks with Compass competitors/suppliers disclosed in proxy . |
Expertise & Qualifications
- Leadership as CEO and media/financial services operating executive; significant strategic, operational, and governance expertise .
- Board and corporate governance experience across multiple public companies; skills matrix recognizes her senior leadership, finance, and governance strengths .
- Education: MBA (Harvard Business School) and JD (Harvard Law School) .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 261,578 Class A shares; <1% of outstanding |
| Direct shares | 93,990 Class A shares |
| Options exercisable within 60 days | 167,588 Class A shares via options |
| Unvested director stock awards (12/31/24) | 57,310 RSUs |
| Unexercised option awards outstanding (12/31/24) | 194,460 options |
| Ownership guidelines | Non-employee directors: 5x annual board retainer; all directors met guidelines as of 12/31/24 |
| Hedging/pledging | Hedging prohibited; pledging restricted and subject to approval under guidelines |
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee with robust governance (independent consultant, peer benchmarking, clawback, stock ownership guidelines); strong shareholder support for Say-on-Pay (~93%) .
- Engagement: Board met 8 times in 2024; all directors met the minimum attendance threshold and attended the annual meeting, indicating active oversight .
- Alignment: Director compensation mixes fixed cash with time-based equity grants; ownership guidelines met, and prohibition on hedging supports alignment with shareholders .
- Conflicts/RED FLAGS: No related-party transactions reported; no hedging allowed; pledging tightly controlled and requires approval—no specific pledging by Thomas-Graham disclosed .
- Overall signal: As Compensation Committee Chair, Thomas-Graham appears to lead a program emphasizing pay-for-performance and governance best practices, which supports investor confidence in board effectiveness and oversight .