Michelle MacKay
Cushman & WakefieldAbout Michelle MacKay
Chief Executive Officer of Cushman & Wakefield since July 1, 2023 (previously President & COO, and EVP/COO); age 58; director since 2023 (and earlier service 2018–2020). 2024 company outcomes under her leadership included net income of $131.3 million, free cash flow of $167.0 million, and adjusted diluted EPS of $0.91; relative TSR for the 2022–2024 PRSU cycle was at the 40th percentile, yielding a 46.7% payout on 2022 PRSUs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cushman & Wakefield | CEO | 2023–present | Leads execution of strategic plan and deleveraging/growth priorities . |
| Cushman & Wakefield | President & COO | 2022–2023 | Oversaw global operations ahead of CEO transition . |
| Cushman & Wakefield | EVP & COO | 2020–2022 | Drove operational improvements . |
| Safehold (f/k/a iStar) | Senior Advisor to CEO; EVP Investments & Head of Capital Markets | 2003–2018 | Capital markets leadership in real estate finance . |
| UBS | Executive Director, Commercial Real Estate | 1998–2001 | Investment committee leadership . |
| J.P. Morgan | VP, Fixed Income | 1996–1998 | Capital markets experience . |
| The Hartford | Asst. VP, Real Estate & Fixed Income | 1991–1996 | Portfolio and investment roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Americold Realty Trust (NYSE:COLD) | Director (past) | n/a | Prior public board service . |
| WCI Communities, Inc. | Director (past) | n/a | Prior public board service . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary | $1,000,000 | As CEO . |
| Target annual cash bonus | $2,500,000 | Max 200% of target . |
| Actual 2024 AIP bonus paid (paid Mar-2025) | $2,500,000 | 100% of target; committee adjusted funding to 100% . |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Target/Range | Actual | Payout |
|---|---|---|---|---|
| Compensation EBITDA | 100% | Target $570m; Threshold $399m; Max $741m | $591m (104% of target) | Committee-set 100% payout for NEOs (vs. 112% formula) . |
Long-Term Incentives
| Grant/Design | Structure | Metrics/Weighting | Performance Period | Payout Range |
|---|---|---|---|---|
| 2024 CEO LTI ($5.5m target) | 100% PRSUs | Strategic Cash Generation 75%; Strategic Cost Efficiency 25% | 2024–2026 (3-year cumulative) | Max 287.5% overall; metric maxes: 300% (Cash Gen), 250% (Cost) . |
| 2022 PRSUs (payout determined Feb-2025) | PRSUs | Adj. EBITDA Margin (50%); Adj. EBITDA Growth (50%); +/-20% TSR mod | 2022–2024 | 46.7% payout; CEO vested 31,722 shares . |
| 2025 LTI design (forwards) | 50% time RSUs / 50% PRSUs | PRSU metric = Adjusted EPS (3 one-year targets) + +/-20% TSR mod (3-yr) | 2025–2027 | Max 150% for NEOs . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares held outright (12/31/2024) | 209,699 shares . |
| RSUs subject to continued service (unvested) | 148,546 units; vesting detailed below . |
| PRSUs outstanding | 2,093,236 units shown at assumed maximum (excluded from guideline calc) . |
| Beneficial ownership | 250,885 shares; less than 1% of shares outstanding . |
| Stock ownership guidelines | CEO = 6x salary; directors = 5x retainer; all NEOs and directors in compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited; also bans margin accounts; pre-clearance and trading windows apply . |
| Options | None outstanding; no options granted in 2024 . |
Scheduled vesting (time-based RSUs, as of 12/31/2024)
| Tranche | Vesting date(s) | Shares |
|---|---|---|
| 2023 RSUs (Feb grant) | Feb 23, 2026 | 37,992 . |
| 2023 RSUs (July grant) | Two substantially equal installments on Jul 1, 2025 and Jul 1, 2026 | 49,919 total . |
Implication: Upcoming scheduled settlements could add supply; however, hedging/pledging is prohibited and CEO must maintain guideline multiples, which can reduce near-term selling flexibility .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; CEO since July 1, 2023 . |
| Severance (no cause) | 1.5x base salary + 1.0x target bonus in installments over 18 months; pro‑rated bonus eligibility; 18 months subsidized health; up to $25k outplacement; time RSUs continue on schedule; PRSUs remain outstanding to performance end . |
| Change-in-control (double-trigger) | 2.0x salary + 2.0x target bonus over 24 months; pro‑rated bonus eligibility; 24 months health; up to $25k outplacement; if awards assumed, unvested RSUs accelerate on termination (PRSUs based on actual/target per period status); if not assumed, accelerates at change in control per plan rules . |
| Death/Disability | Immediate vesting: time RSUs; PRSUs vest at target (pro‑rated if grant <1 year) . |
| Retirement (board‑approved) | Time RSUs continue on schedule; PRSUs remain outstanding to performance end; specific notice, tenure, and board approval conditions apply . |
| Restrictive covenants | Non-compete 18 months; non-solicit 24 months; confidentiality and non‑disparagement . |
| Clawback | SEC/NYSE compliant-plus: recoup on certain restatements and specified misconduct by executives/other leaders . |
| Tax gross-ups | None for 409A/4999; no gross-up policy noted in governance summary . |
Board Governance
- Role/tenure: Executive director since 2023 (and 2018–2020); not independent under NYSE rules .
- Leadership: Separate Chair and CEO roles; Brett White is non-executive Chair; Lead Independent Director (Billie Williamson) presides over independent sessions .
- Committees: All committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent; CEO is not a member .
- Attendance: Board held 4 meetings in 2024; all directors attended ≥75% of their meetings .
- Redomiciliation governance (2025): Board declassification to annual elections over 3 years; removal of certain supermajority provisions; commitment not to issue preference shares for defensive/rights-plan purposes without shareholder approval .
Director Compensation (program overview; CEO not eligible as NED)
- Standard non-employee director cash retainers: $110,000 board; additional retainers for Chair ($100,000), Lead Director ($40,000), and committee chairs/members; equity: $180,000 annual RSUs (Chair also +$100,000) .
- As CEO, MacKay does not receive separate director fees .
Performance & Track Record
- 2024 results: Net income $131.3m; free cash flow $167.0m; adjusted diluted EPS $0.91; $1.9b liquidity; $200.4m term loan repayment and multiple term-loan repricings (2030 tranches) .
- 2022 PRSU outcome: 46.7% payout reflecting mixed profitability/growth over 2022–2024 and 40th percentile relative TSR .
Compensation Committee Analysis & Shareholder Feedback
- Say-on-pay: 96.8% approval at 2024 AGM; no structural changes made solely due to the vote .
- Consultant: Pay Governance LLC serves as independent advisor; peer group includes CBRE, JLL, Colliers, Vornado, AECOM, KBR, Jacobs, etc. .
- 2024 LTI emphasis: 100% PRSUs for CEO tied to Strategic Cash Generation (75%) and Strategic Cost Efficiency (25%); 2025 rebalanced to 50%/50% with Adjusted EPS PRSUs plus TSR modifier .
Related Policies and Red Flags
- Hedging/pledging prohibited; strong ownership guidelines; comprehensive clawback; no option grants in 2024; no tax gross-ups disclosed for excise/409A .
- No disclosed related-party transactions or payments for loss of office/past directors in 2024 per Directors’ Remuneration Report excerpts .
Investment Implications
- Alignment: CEO’s 2024 LTI is fully performance-based with outsized leverage to multi-year cash generation and cost efficiency, supporting deleveraging and FCF priorities; ownership guideline at 6x salary and anti‑hedging/pledging underscores alignment .
- Retention risk: Robust double-trigger CIC protection (2x salary/bonus and equity treatment) and continued-vesting provisions on no‑cause termination reduce involuntary departure risk; however, 100% PRSU mix in 2024 increases at‑risk pay sensitivity to multi-year performance .
- Supply/insider selling pressure: Scheduled RSU settlements in 2H25–2026 (e.g., Jul 2025/Jul 2026; Feb 2026) could add supply, though adherence to ownership guidelines and trading policies may temper sales .
- Governance: Separation of Chair/CEO, independent committees, and planned board declassification post-redomiciliation are shareholder-friendly; strong say‑on‑pay support (96.8%) reduces governance overhang risk .