Jodie McLean

About Jodie McLean

Independent director of CWK since 2018; age 56; CEO of EDENS (national retail/mixed-use real estate owner-operator) with over 30 years of executive, strategic, and investment experience. Board tenure began October 30, 2018; currently serves as Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee, bringing investor-focused real estate expertise and monetary policy insight from service on the Federal Reserve Bank of Richmond board .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance (NomGov); member, Compensation Committee .
• Independence: All standing committees (Audit, Compensation, NomGov) consist solely of independent directors under NYSE rules; McLean serves on two of them .
• Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings during their service. Committee meetings in 2024: Audit (11), Compensation (4), NomGov (4) .
• Board structure: Classified into three classes; McLean is Class II with term expiring in 2026 .
• Lead Independent Director: Billie Williamson .

Fixed Compensation

• Standard Non-Employee Director cash retainer: $110,000 (2024 and 2025). Additional annual cash retainers: Non-Exec Chair $100,000; Lead Director $40,000; Audit Chair $40,000; Compensation Chair $25,000; NomGov Chair $20,000; non-chair committee membership $10,000 per committee .
• RSU awards: annual grant value typically $180,000 for Non-Employee Directors; 2024 awards vest on the first anniversary of grant (post-May 16, 2024 plan update); earlier 2024 awards vest on first anniversary or next AGM .

Performance Compensation

Directors do not receive performance-based cash or equity; Non-Employee Director equity is time-vesting RSUs (no performance metrics) .

Other Directorships & Interlocks

• Compensation Committee interlocks (2024): Members Felman (Chair since May 2, 2024), Sun, McLean; none were Company officers, former officers, or had related party relationships requiring Item 404 disclosure. No reciprocal committee interlocks with other companies’ executives/boards in 2024 .

Expertise & Qualifications

• Domain expertise: Real estate industry, corporate governance, CEO leadership/executive management, accounting/finance/capital markets, human capital management, risk management; adds perspective on technology/innovation and M&A .

Equity Ownership

• Stock ownership guidelines: Non-Employee Directors must hold Qualifying Equity equal to 5x annual cash retainer; compliance assessed annually (May 31). As of Dec 31, 2024, all directors and NEOs complied (either met minimum ownership or satisfied retention requirement) .
• Hedging/pledging policy: Prohibits short sales, derivatives/hedging, margin, and pledging of Company stock for directors, officers, employees, and certain affiliates .

Governance Assessment

• Board effectiveness and engagement: As NomGov Chair and Compensation Committee member, McLean is positioned at the core of director selection/governance oversight and pay practices—committees are composed solely of independent directors under NYSE rules, supporting governance quality .
• Attendance/engagement: 2024 meeting cadence (Board: 4; committees: Audit 11, Compensation 4, NomGov 4) with ≥75% attendance by each director during service; no attendance shortfall flagged for McLean .
• Ownership alignment: Holds 71,823 shares plus 2025 RSU award; subject to 5x retainer ownership guideline and anti-hedging/pledging policy; proxy states all directors met or complied with guidelines as of year-end 2024 .
• Compensation structure: Director pay mixes cash retainer and time-vesting RSUs (no performance-based equity), with committee chair/member premia consistent with market norms; McLean’s 2024 total $316,006, reflecting chair/member roles .
• Potential conflicts/related-party exposure: 2024 Compensation Committee disclosure notes no Item 404 related-party relationships for members (including McLean); external board roles (FRB Richmond, Sid Mashburn, Milhaus) are not competitors/suppliers to CWK, lowering conflict risk .
• Compensation benchmarking and shareholder input: Committee uses a 17-company peer group (including JLL, CBRE, BXP, Colliers, Vornado) and considers shareholder feedback in annual reviews, signaling responsiveness to investor views .

RED FLAGS

• None disclosed: No related-party transactions requiring Item 404 disclosure for McLean; anti-hedging/pledging policy in place; attendance thresholds met; director equity awards are standard time-vesting RSUs .

Insider Trades (Section 16)

Employment & Contracts

• Non-Executive Director letters of engagement: terminable at one month’s notice and without compensation; McLean’s current appointment date: October 30, 2018 .

Compensation Peer Group (for benchmarking oversight)

AECOM; Anywhere Real Estate; Boston Properties; CBRE; CGI; Colliers; Compass; DXC Technology; EMCOR; Fluor; Jacobs; Jones Lang LaSalle; KBR; ManpowerGroup; Newmark Group; Unisys; Vornado Realty Trust .

Director Stock Ownership Guidelines

• Requirement: Non-Employee Directors must maintain Qualifying Equity equal to 5x annual cash retainer; retention rules restrict sales until guideline met; compliance as of Dec 31, 2024 confirmed .

Notes on Committee Work

• Compensation Committee membership (2024): Michelle Felman (Chair since May 2, 2024), Angela Sun, Jodie McLean; prior members Pan and Dattels resigned (March/May 2024). Committee composition supports independence and continuity .

Quantitative Ownership Snapshot

References

• 2025 Proxy – Continuing Directors and Committee roles; Ownership Policy; Director Compensation; Peer Group; Engagement letters; Board structure, attendance .
• 2024 Proxy – Director profile; Skills & Experience; Director compensation policy; Ownership/hedging policies .
• Redomiciliation Proxy – Director ownership table and age roster .
• Section 16 Filings – Form 4 transactions (May 2024 and May 2025) .