Noelle Perkins
Cushman & WakefieldAbout Noelle Perkins
Executive Vice President, Chief Legal Officer & Secretary at Cushman & Wakefield since February 2025; previously EVP, General Counsel & Corporate Secretary since July 2023. Age 47, with a B.A. from Northwestern University and a J.D. from the University of Illinois College of Law . Her incentive design emphasizes long-term performance via PRSUs tied to Strategic Cash Generation and Strategic Cost Efficiency, with relative TSR modifiers embedded in earlier PRSU designs, signaling pay-for-performance alignment over multi-year periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Univar Solutions, Inc. | SVP, General Counsel, Chief Risk Officer & Secretary | Nov 2019 – Jun 2023 | Led legal and risk at a global distributor; governance and risk frameworks |
| Univar Solutions, Inc. | Deputy General Counsel & Assistant Secretary | Mar 2018 – Oct 2019 | Supported corporate legal operations and governance |
| Archer Daniels Midland (ADM) | Chief Counsel, Oilseeds Processing | Aug 2014 – Mar 2018 | Legal leadership within a core operating segment of a global public company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board roles disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 278,846 | 580,000 |
| Target Bonus (%) | 90% of base | 90% of base |
| Target Bonus ($) | 261,000 (pro-rated) | 522,000 |
| Actual AIP Paid ($) | 133,941 | 522,000 |
| Sign-on Cash Bonus ($) | 300,000 (paid 7/28/2023) | — |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Range | Vesting |
|---|---|---|---|---|---|
| Strategic Cash Generation | 50% (Perkins awards) | Not disclosed (set for 2024–2026) | Not disclosed (assessed after period) | 50%–200% of target | 3-year cumulative; cliff vest at certification |
| Strategic Cost Efficiency | 50% (Perkins awards) | Not disclosed (set for 2024–2026) | Not disclosed (assessed after period) | 50%–200% of target | 3-year cumulative; cliff vest at certification |
| 2023 PRSUs (Tranche A/B/C) | 50% AFGC / 50% Cost Efficiency; +/-20% TSR modifier | Not disclosed | Not disclosed | Up to 200% of target (Perkins design) | One installment after certification (Feb grant) or 3rd anniversary (Jul grant) |
Key 2023–2024 Equity Grants
| Grant Date | Instrument | Threshold Shares | Target Shares | Max Shares | Time-based RSUs (shares) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 7/1/2023 | RSUs + PRSUs (sign-on equity) | 15,281 | 61,125 PRSUs; 91,687 RSUs | 122,250 | 91,687 | 1,002,139 |
| 2/22/2024 | RSUs + PRSUs (annual) | 22,478 | 44,955 | 89,910 | 44,955 | 899,999 |
| 2/21/2024 (auth.) | 2023 PRSU Tranche B | 15,281 | 30,562 | 61,125 | — | 316,320 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (May 22, 2025) | 62,377 shares, incl. 30,562 RSUs vesting within 60 days; <1% ownership on 231,462,585 shares outstanding |
| Beneficial Ownership (Aug 26, 2025) | 52,835 shares; <1% ownership on 231,531,216 shares outstanding |
| Unvested Time-Vesting RSUs (12/31/2024) | 106,080 shares; market value $1,387,526 at $13.08 YE price |
| Unearned PRSUs at Target (12/31/2024) | 136,642 shares; market/payout value $1,787,277 at $13.08 YE price |
| Upcoming Vesting Schedule (Time RSUs) | 61,125 shares vest 50% on 7/1/2025, 50% on 7/1/2026; 29,970 shares vest 50% on 2/22/2026, 50% on 2/22/2027; 14,985 vested on 2/22/2025 |
| Ownership Guidelines | NEOs must hold Qualifying Equity ≥3x salary; all NEOs compliant as of 12/31/2024 |
| Hedging/Pledging | Prohibited; no margin accounts or pledging; trades restricted to windows with pre-clearance or 10b5-1 plans |
Employment Terms
- Offer letter effective July 1, 2023: base salary $580,000; target bonus 90% of salary (max 200% of target); eligible for annual RSU grants targeted at $900,000; equity sign-on RSUs $1,500,000; cash sign-on $300,000 repayable if departure before June 30, 2024 (death/disability exception) .
- Restrictive covenants: 12-month non-compete and non-solicit; non-disparagement and confidentiality .
- Severance (A&R Severance Plan): 1x salary + 1x target bonus; health coverage 12 months; pro-rated bonus; outplacement up to $25,000; pro-rata vesting of certain RSUs; Change-in-control (double trigger within 2 years): 2x salary + 2x target bonus; health coverage 24 months; full vesting of assumed RSUs; PRSUs determined by actual/target for uncompleted years .
- Estimated Severance Economics at 12/31/2024 (Perkins): Single-trigger cash severance $1,102,000; change-in-control cash severance $2,204,000; accelerated RSU vesting values depend on award status and assumptions; totals disclosed in proxy estimates .
- Clawback: Comprehensive clawback policy compliant with SEC/NYSE; applies to misstatements and misconduct .
- Tax gross-ups: No gross-ups for tax liabilities per governance highlights .
Vesting Schedules and Insider Selling Pressure
| Date | Shares Vesting | Instrument | Notes |
|---|---|---|---|
| 2/22/2025 | 14,985 | Time RSUs | Vested |
| 7/1/2025 | ~30,562 | Time RSUs | First half of 61,125 sign-on RSUs |
| 7/1/2026 | ~30,563 | Time RSUs | Second half of 61,125 sign-on RSUs |
| 2/22/2026 | ~14,985 | Time RSUs | First half of 29,970 time RSUs |
| 2/22/2027 | ~14,985 | Time RSUs | Second half of 29,970 time RSUs |
| 2027 (post certification) | — | PRSUs | 2024 PRSUs cliff vest post 3-year performance certification |
Policies restrict trading outside windows and require pre-clearance or 10b5-1 plans, which moderates near-term selling pressure despite scheduled vesting .
Compensation Structure Analysis
- Mix shift and risk: 2024 awards for senior tier were 100% PRSUs; Ms. Perkins’ mix remained 50% RSUs / 50% PRSUs, reflecting retention plus performance risk with a lower max payout than senior tier .
- Performance metrics: Emphasis on Strategic Cash Generation and Cost Efficiency over 2024–2026; prior PRSUs include Adjusted EBITDA margin/growth with +/-20% relative TSR modifier, reinforcing multi-year value creation .
- Governance protections: Robust clawback; no tax gross-ups; stringent hedging/pledging prohibitions; ownership guideline compliance .
Equity Ownership & Alignment Details
| Component | Status |
|---|---|
| Total beneficial shares | 62,377 (May 2025); 52,835 (Aug 2025); both <1% outstanding |
| Vested vs unvested | 106,080 unvested time RSUs; 136,642 PRSUs at target (unearned) |
| Options | None disclosed for Perkins; LTIP currently uses RSUs/PRSUs |
| Pledging/Hedging | Prohibited (alignment positive) |
| Ownership guideline | 3x salary; compliant as of 12/31/2024 |
Performance & Track Record
- Executive contributions: Co-authored shareholder communications for the redomiciliation; served as corporate Secretary across major governance actions in 2024–2025 .
- Incentive alignment: Multi-year PRSUs tied to cash generation and efficiency support deleveraging and long-term shareholder returns per 2024 strategic plan execution framework .
Investment Implications
- Alignment: Balanced mix of time-based and performance-based equity for Perkins, with explicit multi-year, cash-and-cost-focused metrics and ownership requirements, suggests solid alignment and measured retention risk .
- Near-term supply: Scheduled RSU vesting through 2027 may create episodic liquidity, but trading-window restrictions and pre-clearance requirements temper insider selling risk signals .
- Change-in-control economics: Double-trigger severance at 2x salary+bonus and full vesting upon certain CIC conditions could be relevant in event-driven scenarios, aligning with market norms but worth monitoring for payout sensitivity .
- Governance quality: No tax gross-ups, robust clawback, and anti-hedging/pledging policies lower governance red flags and support pay-for-performance credibility .