Heather J. Brunner
About Heather J. Brunner
Heather J. Brunner, age 56, is an independent Trust Manager (director) of Camden Property Trust, serving since 2017. She is Chairwoman and CEO of WP Engine, Inc. (private), and holds a B.A. in International Economics from Trinity University. Her board skills emphasize technology/innovation, operations, client services, and corporate governance, and she serves as Audit Committee Chair and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WP Engine, Inc. (private) | Chairwoman & Chief Executive Officer | Oct 2013 – Present | Technology and innovation leadership; governance experience |
| WP Engine, Inc. | Chief Operating Officer | May 2013 – Oct 2013 | Operations leadership |
| Bazaarvoice | Chief Operating Officer | 2009 – May 2013 | Scaled commerce/operations; governance exposure |
| Bazaarvoice | Senior Vice President | — | Senior management role |
| Trilogy / Nuvo (Trilogy subsidiary) | Chief Executive Officer (Nuvo) | — | Executive leadership |
| B‑Side Entertainment | Chief Operating Officer | — | Entertainment technology ops |
| Coremetrics; Trilogy; Concero; Oracle; Accenture | Various management roles | — | Operations/technology/client services experience |
External Roles
| Company/Institution | Role | Dates | Notes |
|---|---|---|---|
| Public company boards | None (current) | — | No current public company directorships |
| Public company boards (past 5 yrs) | None | — | No past 5-year public boards |
| WP Engine, Inc. (private) | Chairwoman & CEO | Oct 2013 – Present | Private tech company; no CPT interlock disclosed |
Board Governance
- Independence: Board determined all directors other than the CEO (Campo) and Executive Vice Chairman (Oden) are independent; Brunner is listed as INDEPENDENT.
- Committee assignments:
- Audit Committee Chair; committee met 5 times in 2024. She is designated an “audit committee financial expert.”
- Attendance and engagement:
- The Board met 5 times in 2024; all Trust Managers attended at least 80% of Board and applicable committee meetings.
- Executive sessions: Independent Trust Managers hold regular executive sessions, typically before or after each scheduled Board meeting.
Fixed Compensation (Director)
| Component | Detail | Amount / Terms | Source |
|---|---|---|---|
| Cash fees (2024) | Committee/leadership cash only; most directors elected equity in lieu of base | Brunner (Audit Chair) cash: $30,000 | |
| Annual fully-vested equity (2024 meeting grant) | Granted to each re-elected independent director on May 10, 2024 | $110,035 grant-date fair value | |
| Equity in lieu of $80k cash retainer (2024) | Directors elected shares equal to 150% of cash retainer; vests 25% at grant then annually (accelerates at 65) | $120,048 grant-date fair value (May 10, 2024) | |
| Program change (effective May 9, 2025) | Annual director equity increased to align with peer median | Annual equity award value to $120,000 | |
| 2024 Total (Brunner) | Fees earned (cash) + Stock awards | $30,000 cash + $230,083 equity = $260,083 total |
Notes:
- Standard independent director annual fee is $80,000, with option to elect shares at 150% of the cash value; those shares vest 25% on grant and 25% annually over three years (accelerated at age 65). Each independent director also receives a fully-vested annual share grant (~$110,000 in 2024).
Performance Compensation (Director)
| Item | Structure | Performance Metrics | Vesting/Notes |
|---|---|---|---|
| Director equity awards | Non-employee director equity is primarily time-based or fully vested (annual meeting grant) | No performance metrics disclosed for director equity | Annual meeting grant fully vested; in-lieu-of-fee shares vest over 3 years (25%/yr; accelerated at age 65) |
No director performance metrics (e.g., TSR, FFO) are tied to non-employee director compensation.
Other Directorships & Interlocks
| Entity | Role | Overlap/Interlock with CPT | Notes |
|---|---|---|---|
| Public company boards (current/past 5 yrs) | None | None | Reduces interlock/conflict risk |
Expertise & Qualifications
- Audit Committee financial expert (Reg S‑K Item 407(d)(5)(ii)).
- Technology/innovation leadership (CEO, private cloud CMS), operations and client services expertise, and governance experience.
Equity Ownership
| Holder | Beneficial Ownership (as of Mar 14, 2025) | % of Class | Unvested Director Awards (12/31/2024) | Ownership Guidelines |
|---|---|---|---|---|
| Heather J. Brunner | 9,437 shares | <1% | 1,598 shares | Non-employee directors must hold ≥5x annual cash fee within 5 years; all are in compliance |
Policies enhancing alignment:
- Anti-hedging policy for Trust Managers; pledging discouraged.
Related-Party / Conflicts Review
- The company reports no related-person transactions requiring disclosure under Item 404(a) in the latest proxy; no large contributions to tax-exempt organizations tied to independent directors.
- Independence of all committees (Audit, Compensation, Nominating/Corporate Governance & Sustainability).
Governance Assessment
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Strengths:
- Independent Audit Chair with designated “financial expert” status and active committee cadence (5 meetings, cybersecurity and compliance oversight).
- Strong ownership alignment mechanisms: equity-based director pay, ownership guidelines (≥5x annual cash fee) and anti-hedging policy; directors currently in compliance.
- No current or recent public-company directorships reduces interlock risk; no related-party transactions disclosed.
- Attendance: Board-wide 80%+ and regular executive sessions support robust oversight.
-
Watch items:
- Director equity grants are time-based (not performance-conditioned), though this is customary for directors; consider how this complements rigorous committee oversight and ownership requirements.
- Beneficial ownership is <1% (typical for directors) but compliance with the 5x retainer guideline mitigates alignment concerns.
-
Compensation mix (signal):
- 2024 mix skewed to equity (Brunner: $230,083 equity vs. $30,000 cash), with cash reflecting Audit Chair fee only—consistent with board-wide election to take the $80k retainer in stock at a 1.5x conversion, aligning incentives with shareholders.
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Company-level context (shareholder sentiment):
- Say-on-pay support for executive compensation at ~91% in 2024 (informational governance signal, not director-specific).