Virginia A. McFerran
About Virginia A. McFerran
Independent director (age 61 as of April 1, 2025) serving on Douglas Emmett, Inc.’s (DEI) Board since 2015. Background spans healthcare technology and enterprise IT: VP of Global Partnerships at Google Health (2019–2020), President & CEO of Optum Analytics (2016–2018), CIO at UCLA Health (2009–2014), with prior CIO roles at Weill Cornell Medical Center and The Salk Institute; earlier technical leadership at University of Washington and Microsoft. Holds a bachelor’s degree from the University of Georgia and an M.S. from Seattle University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google Health | VP, Global Partnerships | 2019–2020 | External partnerships in health tech |
| Optum Analytics | President & CEO | 2016–2018 | Led analytics business; execution/operations |
| UCLA Health System | Chief Information Officer | 2009–2014 | Enterprise IT modernization |
| Weill Cornell Medical Center | Chief Information Officer | Not disclosed | Academic medical center IT leadership |
| The Salk Institute | Chief Information Officer | Not disclosed | Research institute IT leadership |
| University of Washington | Technical leadership positions | Not disclosed | Enterprise/academic tech roles |
| Microsoft Corporation | Technical leadership positions | Not disclosed | Technology/product experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for McFerran |
Board Governance
- Independence: Board determined all non-employee directors are independent under NYSE rules; McFerran is listed as an independent director nominee .
- Committee assignments: Chairperson, Nominating & Corporate Governance Committee (members: McFerran, Ray C. Leonard, William E. Simon Jr.). Committee duties include board composition, director nominations, governance guidelines, director compensation review, board/management evaluations, and oversight of Code of Conduct implementation; met twice in 2024 (one written consent) .
- Board/committee activity and attendance: Board met four times and acted by written consent four times; directors attended all Board meetings in 2024 with one absence across the Board, and all committee meetings with two absences across committees. All Board members attended the 2024 annual meeting, with one absence noted overall .
- Governance guardrails: Limits service to >3 public boards or >2 external audit committees if also on DEI’s Audit Committee (requires Nominating Committee approval); independent director tenure generally capped at 12 years unless waived; directors must tender resignation upon material job changes .
- Leadership transition: With the Chair retiring, the Board planned to address future leadership structure immediately after the May 2025 annual meeting .
Fixed Compensation
| Component | Amount/Structure | Terms | 2024 Grant for 2025 Service (Fair Value) |
|---|---|---|---|
| Annual director equity retainer (LTIP Units) | Face value $220,000 paid in LTIP Units | Vests quarterly during year of service; transfer restricted until Dec 31 two years after full vesting | $180,663 for McFerran (ASC 718 fair value; granted Dec 12, 2024) |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 in LTIP Units | Vests quarterly during year of service | Included within total fair value awarded |
| Meeting fees | Not disclosed | — | — |
| Cash retainer | Not disclosed (director compensation is equity-based LTIP Units) | — | — |
Notes: Director awards shown are grant-date fair values under ASC 718; Board Chair +$50,000; Audit Chair +$22,500; Compensation Chair +$15,000; Nominating Chair +$15,000, all paid in LTIP Units vesting quarterly .
Performance Compensation
| Element | Structure | Performance Metrics | Vesting/Restrictions |
|---|---|---|---|
| Director LTIP Units | Time-vested equity | No director-specific performance metrics disclosed (NEO awards carry stock-price hurdles; director awards do not) | Vests quarterly during service year; cannot be exchanged for common stock until Dec 31 two years after full vesting |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Compensation committee interlocks | Company disclosed no compensation committee interlocks or insider participation; no executives served on others’ boards/comp committees creating interlocks |
| Related engagements | None disclosed involving McFerran |
Expertise & Qualifications
- Industry/functional expertise: Healthcare and technology/enterprise IT; information systems leadership across large academic medical centers and health technology businesses .
- Board qualifications: Nominating Committee and Board specifically noted familiarity with medical and technology industries (key tenant drivers for DEI) and expertise in information technology and systems critical to DEI’s business .
- Education: B.A., University of Georgia; M.S., Seattle University .
Equity Ownership
| Holder | Total Beneficial Ownership (share equivalents) | % of Class | Notes |
|---|---|---|---|
| Virginia A. McFerran | 39,218 | <1% | Beneficial ownership includes OP Units/share equivalents; directors/officers collectively own 35.8M share equivalents with $581.0M market value as of Record Date; all in compliance with ownership policy |
Ownership policy and alignment:
- Stock ownership guidelines: Directors must reach 3x annual retainer (or fixed share amount) within five years; directors restricted from selling/transfer for a minimum of two years after grant; all directors in compliance as of Record Date .
- Hedging/pledging: Hedging prohibited; pledging discouraged and requires advance approval; trading restricted around blackout periods; written permission required for trades .
Governance Assessment
- Strengths and signals:
- Independent director and committee chair (Nominating & Corporate Governance), indicating board trust in governance oversight and director succession processes .
- Director pay is fully equity-based LTIP Units with multi-year post-vesting transfer restrictions, supporting long-term alignment with shareholder value (no cash retainers disclosed) .
- Robust ownership requirements (3x retainer) and universal hedging prohibition; pledging only by exception—enhances investor alignment and risk control .
- Board activity and attendance indicate engaged oversight; Nominating committee met twice and executed written consent actions in 2024 .
- Potential concerns/monitoring:
- Tenure policy caps independent directors at 12 years absent waiver; McFerran’s service since 2015 approaches that threshold in upcoming cycles—monitor for potential waiver decisions affecting independence perceptions .
- Director compensation valuation (ASC 718 fair value) of LTIP awards below face value reflects accounting assumptions and LTIP design; ensure equity grants continue to emphasize long-term value creation without short-term incentives .
- Conflicts and related-party checks:
- No related-party transactions involving McFerran disclosed; company processes require disinterested director approval for conflicts per Code of Conduct .
RED FLAGS
- None disclosed regarding McFerran: no related-party transactions, no pledging, no hedging, no attendance issues attributed to her, no tax gross-ups or single-trigger change-of-control provisions in director context .