Michelle Felman
Cushman & WakefieldAbout Michelle Felman
Michelle Felman, age 62, has served as an independent director of Cushman & Wakefield since 2023 and currently chairs the Compensation Committee and serves on the Nominating & Corporate Governance (NomGov) Committee . Her background includes senior real estate and capital markets leadership: Executive Vice President and Co-Head of Acquisitions & Capital Markets at Vornado Realty Trust (1997–2010), Consultant to Vornado (2011–2012), Managing Director, Real Estate at GE Capital (1991–1997), Associate at Morgan Stanley (1988–1991), and Adjunct Professor at Columbia Business School (2017–present) . The Board has determined she is independent under NYSE listing rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vornado Realty Trust | Executive Vice President, Co-Head of Acquisitions & Capital Markets | 1997–2010 | Adds valuable M&A perspective and strong financial/real estate acumen to CWK Board |
| Vornado Realty Trust | Consultant | 2011–2012 | Continued strategic advisory experience |
| GE Capital | Managing Director, Real Estate | 1991–1997 | Deep global real estate and capital markets experience |
| Morgan Stanley | Associate | 1988–1991 | Early finance training |
| Columbia Business School | Adjunct Professor | 2017–Present | Ongoing academic engagement; governance/finance expertise |
External Roles
| Organization | Role | Status/Exchange | Notes |
|---|---|---|---|
| Acacia Research Corporation | Director | Current; NASDAQ: ACTG | Current public board service |
| Cyxtera Technologies, Inc. | Director | Past; OTC: CYXTQ | Prior public board service |
| Investcorp Holdings B.S.C. | Advisory Director (Real Estate) | Past | Advisory capacity to real estate group |
| Cumming Corporation | Director | Past | Private company board |
| Scryer, Inc. (d/b/a Reonomy) | Director | Past | Private/venture-backed proptech board |
| Partners Group Holding AG | Board role | Past | Prior board engagement |
Board Governance
- Committee leadership and membership: Compensation Committee Chair; NomGov Committee member (2025); previously NomGov Committee Chair (2023) .
- Independence: All standing committees consist solely of independent directors; Felman is designated independent; current Board maintains independent committee structures .
- Attendance/Engagement: Board held four meetings in 2024; each director attended at least 75% of Board and committee meetings during their period of service; five of ten directors attended the 2024 AGM .
- Compensation Committee interlocks: In 2024, Compensation Committee members (including Felman) were not Company officers or former officers and had no related party relationships requiring Item 404 disclosure; no reciprocal compensation committee interlocks were identified .
- Committee responsibilities (Compensation): Oversees CEO goals/evaluation, executive and director compensation, incentive plan design/administration, and benefit plans .
- Committee responsibilities (NomGov): Oversees director selection criteria, independence determinations, Board/committee evaluations, governance guidelines, and sustainability/human capital goals .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash fees earned (Felman) | $17,120 | $134,066 | 2023 partial year after Nov 2 appointment; 2024 reflects base and committee retainers |
| Standard NED Board fee (policy) | $110,000 (2024) | $110,000 (2025) | Applies to Non-Employee Directors |
| Committee chair fees (policy) | Audit $40,000; Compensation $25,000; NomGov $20,000 (2024/2025) | Same in 2025 | Felman’s roles: Compensation Chair (eligible $25,000), NomGov member (eligible $10,000) |
| Committee member fees (non-chair) | $10,000 per committee (2024/2025) | Same in 2025 | Applies to NomGov membership |
Performance Compensation
| Metric/Instrument | 2023 | 2024 | Vesting & Terms |
|---|---|---|---|
| RSU grant fair value (Felman) | $94,683 | $180,004 | 2024 RSUs vest in full on first anniversary of grant; RSUs granted prior to May 16, 2024 vest on earlier of 1-year or next AGM; post–May 16, 2024 RSUs vest on first anniversary |
| Annual NED RSU policy | N/A | $180,000 grant-date value | Non-Employee Directors eligible for annual RSU award |
| Performance metrics tied to director equity | Not applicable | Not applicable | Non-Employee Directors do not participate in Group incentive arrangements; director equity is time-based RSUs, not performance-conditioned |
Director Compensation (Realized)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Felman) | $17,120 | $134,066 |
| Stock Awards (Felman) | $94,683 | $180,004 |
| Total (Felman) | $111,803 | $314,070 |
Other Directorships & Interlocks
- Current U.S. public company board: Acacia Research Corporation (NASDAQ: ACTG) .
- Prior public boards include Cyxtera Technologies (OTC: CYXTQ) and Partners Group Holding AG; additional past governance roles at Investcorp (advisory), Cumming, and Reonomy .
- Compensation peer group used in 2024 includes Jones Lang LaSalle, CBRE, Colliers, Newmark, and Vornado Realty Trust (Felman’s former employer); Committee uses peer data as one reference, not in isolation .
Expertise & Qualifications
- Real estate industry, capital markets, M&A, corporate governance, international operations, risk management, and technology/innovation; strong business and financial perspective with a track record working with developers/investors .
- Board qualification narrative highlights her M&A underwriting/structuring experience as additive to CWK’s strategic goals .
Equity Ownership
| As of 12/31/2024 | Shares Held Outright | RSU Awards Outstanding | Ownership Guideline Compliance |
|---|---|---|---|
| Michelle Felman | 12,393 | 15,451 | Non-Employee Directors must hold 100% of after-tax shares until meeting 5x annual base cash retainer; each NED was in compliance or meeting retention requirement as of 12/31/2024 |
Governance Assessment
- Committee leadership and independence: Felman chairs the Compensation Committee and sits on NomGov; both committees comprised solely of independent directors, supporting robust governance oversight .
- Attendance: The Board met four times in 2024; all directors met at least the 75% attendance threshold, indicating baseline engagement .
- Pay alignment: Director compensation uses fixed cash retainers plus time-based RSUs; no performance incentive plans for directors—reduces the risk of pay-for-performance misalignment at the Board level .
- Ownership alignment: RSU holdings and adherence to a 5x retainer stock ownership guideline (with 100% retention until met) support investor alignment; all NEDs compliant or meeting retention requirement at year-end 2024 .
- Shareholder signals: 2024 votes approved the Directors’ Remuneration Policy (98.0% for) and the 2023 Annual Report on Remuneration (97.2% for); the Remuneration Report was signed by Felman as Compensation Chair, indicating support for the pay framework she oversees .
- Conflicts/Related Parties: No Item 404 related party relationships disclosed for Compensation Committee members (including Felman) and no interlocks identified; mitigates conflict risk .
- Watch items (not red flags): Vornado Realty Trust is in CWK’s compensation peer group, and Felman previously held senior roles there; while peer use is not in isolation, investors may monitor for familiarity bias in setting director/executive pay benchmarks .
RED FLAGS: None identified in disclosures—no related party transactions, no incentive-based director pay, no attendance shortfalls reported .