Dorene C. Dominguez
About Dorene C. Dominguez
Independent director at Douglas Emmett, Inc. (DEI) since 2021, age 62 as of April 1, 2025. Chairwoman and CEO of Vanir Group of Companies (construction management and real estate development). She holds a BBA (Finance) from the University of Notre Dame and a certificate in corporate governance from Harvard. On DEI’s Board, she serves as a member of the Audit Committee and is deemed independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vanir Group of Companies (incl. Vanir Construction Management, Vanir Development) | Chairwoman & CEO | Chair/CEO since 2004; with Vanir since 1985 | Brings operating expertise in construction management and real estate development (key to DEI’s development/redevelopment strategy). |
| CIT Group | Director (former) | Not disclosed | Prior public company board exposure; no current interlock at DEI disclosed. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KB Home (NYSE: KBH) | Director | Current | Public company directorship. |
| University of Notre Dame | Board of Trustees | Current | Non-profit governance. |
| Aspen Institute for Latinos and Society | Board | Current | Policy/non-profit engagement. |
| Sacramento Kings (NBA) | Governor | Current | First Latina to become a governor of the franchise. |
| Coca-Cola Hispanic Advisory Council | Member (former) | Former | Advisory role. |
Board Governance
- Committees: Audit Committee member; Audit Committee met 4 times in 2024 (plus 2 written consents). Audit Chair is Thomas E. O’Hern; two audit committee financial experts designated (O’Hern and Bider). Dominguez is not designated the financial expert.
- Independence: Board determined all non-employee directors (including Dominguez) are independent under NYSE rules.
- Attendance/Engagement: In 2024, directors attended all Board meetings (4) except one absence across the Board; committee meetings were fully attended except for two absences across all directors. All but one director attended the 2024 annual meeting.
- Governance norms: Director overboarding policy (more than three public boards requires approval); 12-year term limit for independent directors (waivable by committee/Board); stockholder bylaw amendment rights; Code of Conduct with conflict review by disinterested directors.
Fixed Compensation
| Component | Amount/Structure | Timing/Vesting | Restrictions | Notes |
|---|---|---|---|---|
| Annual director fees | LTIP Units with a face value of $220,000 per year | Granted at annual meeting; vests quarterly during year of service | LTIPs cannot be exchanged for common stock until Dec 31 two years after full vesting | No separate cash retainer; expenses reimbursed. |
| Committee/Chair premiums | Audit Chair: +$22,500; Comp Chair: +$15,000; Nominating/Gov Chair: +$15,000; Board Chair: +$50,000 | Vests quarterly | Paid in LTIP Units | Dominguez is not a chair; no chair premium applies. |
| 2024 grant for 2025 service (grant date fair value) | $169,132 (Dominguez) | Granted 12/12/2024 for 2025 service | As above | SEC grant-date fair value under ASC 718 (face values differ from fair value). |
Performance Compensation
| Performance-conditioned metrics for non-employee directors | Status |
|---|---|
| Performance-based equity or cash incentive metrics | Not used for directors; director LTIP awards are service-based (quarterly vesting) with post-vesting transfer restrictions (no stated stock-price hurdles for directors). |
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|---|
| KB Home | KBH | Director | Not disclosed in DEI proxy | No DEI-related related-party transactions disclosed. |
| CIT Group (former) | — | Former Director | — | Former role; no current interlock disclosed. |
Expertise & Qualifications
- Domain: Real estate development and construction management; operating leadership (CEO/Chair).
- Education: BBA (Finance), University of Notre Dame; Corporate Governance certificate, Harvard.
- Governance: Public company board experience (KB Home; former CIT Group).
- Audit exposure: Serves on DEI Audit Committee (not the designated audit committee financial expert).
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 11,419 share equivalents (includes OP Units) |
| Ownership as % outstanding | <1% of common stock |
| Form of holdings | Table notes include OP Units as share equivalents; Dominguez listed with 11,419 OP Units. |
| Vested vs. unvested | Not disclosed for directors (NEO vesting schedules only). |
| Pledging/Hedging | Hedging prohibited; pledging generally prohibited without advance approval (policy applies to directors; CFO pre-approval for pledging under insider trading policy). |
| Ownership guidelines | Directors must hold equity equal to 3x annual retainer within 5 years; all directors and executives are in compliance as of record date. |
Governance Assessment
-
Signals supporting investor confidence
- Independence and audit oversight: Independent director with Audit Committee membership; committee meets regularly, and the company discloses robust risk, IT/cyber, and conflicts oversight within Audit’s remit.
- Alignment via equity-only director pay: Annual fees paid in LTIP Units with multi-year transfer restrictions; no cash retainer, no meeting fees—drives alignment and discourages short-termism.
- Ownership discipline: 3x retainer director ownership guideline; company reports full compliance among directors; hedging banned and pledging tightly controlled.
- Attendance culture: Near-full attendance at Board/committee meetings and annual meeting; indicates active engagement.
-
Potential risks and watch items
- Sector overlap: As CEO/Chair of Vanir (construction/development), her industry overlap with DEI’s development activities is material; while no related-party transactions are disclosed, investors should monitor for future engagements and ensure any are pre-cleared by disinterested directors per policy.
- Audit expertise designation: She is not designated as the Audit Committee financial expert (two others are), which is fine given committee composition but relevant when assessing deep financial oversight skill mix.
-
RED FLAGS (none disclosed)
- No related-party transactions involving Dominguez reported.
- Not over-boarded under DEI policy (requires approval for >3 public boards); current public roles disclosed: DEI and KB Home.
Overall: Governance posture is favorable—independent audit oversight, equity-aligned director pay, strong attendance, and robust conflicts policy. The primary monitoring item is potential related-party exposure given her construction leadership role; to date, none is disclosed.