Donna Hyland
About Donna W. Hyland
Donna W. Hyland (age 64) is an independent director of Cousins Properties (CUZ) since 2014 and currently serves as Chair of the Audit Committee (designated audit committee financial expert), a member of the Compensation & Human Capital Committee, and a member of the Executive Committee. She is President & CEO of Children’s Healthcare of Atlanta (CEO since June 2008; previously COO 2003–2008 and CFO 1998–2002), bringing deep operating and financial leadership to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Children’s Healthcare of Atlanta | Chief Financial Officer | Feb 1998 – Dec 2002 | Financial leadership; foundation for audit expertise |
| Children’s Healthcare of Atlanta | Chief Operating Officer | Jan 2003 – May 2008 | Enterprise operations leadership |
| Children’s Healthcare of Atlanta | President & Chief Executive Officer | Jun 2008 – Present | CEO oversight; long-term strategic leadership |
External Roles
| Organization | Role | Tenure/Status | Committee/Notes |
|---|---|---|---|
| Genuine Parts Company | Director | Current | Chair, Compensation & Human Capital Committee |
| Truist Bank | Advisory Board Member | Current | Advisory capacity |
| Stone Mountain Industrial Park, Inc. (private) | Advisory Board Member | Current | Advisory capacity |
Board Governance
| Committee | Hyland’s Role | 2024 Meetings | Notable Oversight Responsibilities |
|---|---|---|---|
| Audit Committee | Chair; Audit Committee Financial Expert | 4 | Financial statements integrity, internal controls, auditor oversight, related-party review, and risk oversight including cybersecurity |
| Compensation & Human Capital Committee | Member | 5 | Executive pay and incentive plan oversight; director pay; human capital and succession planning oversight |
| Executive Committee | Member | 0 | Delegated authority for specific transactions; no actions in 2024 |
- Independence: The board affirmed Hyland is independent under NYSE rules and company standards .
- Attendance: In 2024 the board met six times; each director nominated for re‑election attended at least 75% of board and applicable committee meetings .
- Executive sessions: Independent directors meet without management at least four times annually .
- Board leadership: Independent, non‑executive Chair structure in place .
Fixed Compensation
| Year | Cash Retainer | Chair Retainer (Audit) | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $80,000 | $30,000 | None | $110,000 |
- 2024 retainer schedule increased vs. 2023 (cash retainer to $80,000 from $75,000; equity retainer to $135,000 from $125,000; Audit Chair retainer to $30,000 from $25,000) supporting market alignment .
Performance Compensation
| Grant Date | Equity Retainer | Shares Granted | Grant-Date Price | Grant-Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|---|
| May 31, 2024 | Annual Director Equity | 5,836 | $23.13 | $134,987 | Vested immediately on grant date | None for directors (no performance-based director awards) |
Directors may elect to receive cash retainers in stock at 95% of market; Hyland did not elect this option in 2024 (no incremental value shown) .
Other Directorships & Interlocks
| Entity | Role | Interlock Risk | Notes |
|---|---|---|---|
| Genuine Parts Company | Director; Chair of Compensation & Human Capital Committee | None disclosed | CUZ reports no compensation committee interlocks requiring disclosure; CUZ’s Compensation Committee comprises independent directors including Hyland . |
Expertise & Qualifications
- Audit and financial expertise: Designated audit committee financial expert; extensive CFO/COO/CEO experience in a large integrated healthcare organization .
- Human capital and compensation: Chairs compensation committee at Genuine Parts; member of CUZ’s Compensation & Human Capital Committee .
- Risk oversight: Leads CUZ Audit Committee oversight of internal controls, audit, related-party review, and cybersecurity risk processes .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged? | Ownership Guidelines (Directors) | Compliance Status |
|---|---|---|---|---|---|
| Donna W. Hyland | 57,706 | <1% | None (company states none of directors/officers have pledged stock) | 5x annual cash retainer | All directors in compliance as of Jul 1, 2024 |
- Additional alignment: Anti‑hedging and anti‑pledging policies; robust stock ownership and holding requirements underscore alignment with shareholders .
Governance Assessment
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Strengths
- Independent director with deep operating and financial credentials; designated audit committee financial expert; chairs Audit Committee, supporting rigorous financial oversight .
- Solid engagement signals: committee leadership; board/committee attendance threshold met; independent board leadership and regular executive sessions .
- Strong alignment: meaningful beneficial ownership; director ownership guidelines met; no pledging or hedging; equity retainer in stock; high say‑on‑pay support (90.83% in 2024) indicating investor confidence in pay governance .
- No related‑party transactions requiring disclosure since Jan 1, 2024, reducing conflict risk .
-
Watch items
- External roles (e.g., chairing Genuine Parts’ compensation committee) increase time commitments, though CUZ’s governance guidelines monitor over‑boarding and committee independence; CUZ discloses no compensation committee interlocks .
Overall, Hyland’s audit leadership, independence, and ownership alignment support board effectiveness and investor confidence; no red flags (pledging, related-party transactions, or interlocks) are disclosed .