William E. Simon, Jr.
About William E. Simon, Jr.
Independent director since 2012 (age 73 as of April 1, 2025). Background in investment management, municipal securities, and law; Partner Emeritus at Simon Quick Advisors; co-founded William E. Simon & Sons; former Assistant U.S. Attorney (SDNY). Education: BA (History), Williams College; JD, Boston College Law School; academic roles include Assistant Adjunct Professor at UCLA Economics and Founding Director of the UCLA Value Investing Program; Adjunct Instructor, Williams College Leadership Studies Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simon Quick Advisors | Partner (2016–2020); Partner Emeritus (current) | 2016–present | Wealth management and investment consulting; firm-level governance experience |
| William E. Simon & Sons, LLC | Co‑Chairman; Co‑founder | From 1988 | Long-term private investment leadership; real estate investing expertise |
| William E. Simon & Sons Municipal Securities, Inc. | Co‑founder & Advisory Director | 1990–2005 | Municipal bond market experience; fixed income expertise |
| Morgan Guaranty Trust Company | Senior positions on municipal securities and FX desk | 1973–1979 | Trading and markets expertise |
| U.S. Department of Justice (SDNY) | Assistant U.S. Attorney | 1985–1988 | Prosecutorial, legal and compliance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCLA (Economics Dept.) | Assistant Adjunct Professor; Founding Director, Value Investing Program | Current | Academic leadership; capital markets focus |
| Williams College | Adjunct Instructor (Leadership Studies); Lifetime Emeritus Trustee | Current | Governance and education roles |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; Member, Compensation Committee. Chairs are Virginia A. McFerran (Nominating & Corporate Governance), Leslie E. Bider (Compensation), and Thomas E. O’Hern (Audit) .
- Independence: Board determined all non‑employee directors are independent under NYSE rules; Simon classified as independent .
- Attendance and engagement: In 2024 the Board met 4 times (plus 4 written consents); directors attended all Board meetings with one absence total, and all committee meetings with two absences total; all Board members attended the 2024 annual meeting with one absence .
- Tenure and refreshment: Corporate Governance Guidelines cap independent director service at 12 years unless waived; waivers granted for Bider, O’Hern, and Simon due to continued benefit to the Board .
- Ownership policy: Directors must meet 3x annual retainer ownership; directors restricted from selling equity compensation for a minimum of two years after grant; all directors in compliance as of record date .
Fixed Compensation
| Component | Amount / Structure | Vesting/Restrictions | Notes |
|---|---|---|---|
| Annual Director LTIP Units (face value) | $220,000 in LTIP Units per non‑employee director | Vests quarterly in the service year; not exchangeable for common stock until Dec 31 two years after full vesting | Equity‑only retainer aligns with shareholders |
| Chair adders (LTIP; face value) | Board Chair: +$50,000; Audit Chair: +$22,500; Compensation Chair: +$15,000; Nominating & Corporate Governance Chair: +$15,000 | Same vesting as annual grant | Paid in LTIP Units; Simon is not a chair |
| 2024 Grant (for 2025 service) – Grant date fair value (Simon) | $169,132 | Granted Dec 12, 2024 | Proxy reports GAAP grant‑date fair value (not face value) |
Performance Compensation
| Metric linkage | Structure | 2024 Detail |
|---|---|---|
| Director pay | No explicit performance metrics; paid in LTIP units with time‑based vesting and transfer restrictions | LTIP units vest quarterly; transfer restricted until two years post full vest; no formulaic performance targets for directors |
Note: Performance‑based targets, FFO/TSR/ESG metrics, and clawback policies apply to NEO compensation, not director compensation .
Other Directorships & Interlocks
| Company | Board/Committee Role | Notes |
|---|---|---|
| None disclosed | — | No current public company directorships disclosed for Simon . |
Expertise & Qualifications
- Finance and investing (private investments; municipal securities); legal/compliance background; public markets literacy through academic roles; Board noted his real estate investing experience and financial knowledge as nomination rationale .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 104,977 shares | Less than 1% of class as per proxy table |
| OP Units (share equivalents) | 59,977 | Convertible into common stock or cash at Company’s election; included in beneficial ownership for percent calculations |
| Ownership guideline compliance | In compliance | Directors required to hold equity equal to 3x annual retainer; all directors compliant as of record date |
Insider Trades
| Date | Transaction | Shares | Price/Value |
|---|---|---|---|
| 2024-06-10 | Open‑market purchase | 45,000 | Reported cost around $591,750; GuruFocus cites 45,000 shares owned as of June 10, 2024 and links Form 4 |
| 2024-12-13 | Form 4 filed | — | Filing available (likely equity award reporting) |
Note: Company insider trading policy prohibits short sales, hedging, derivatives, and pledging without approval; trading windows governed by blackout periods .
Related Party Transactions and Conflicts
- Employment of family member: Douglas Emmett Management, LLC employs Simon’s son; 2024 total compensation and benefits were less than $400,000, consistent with peers; son is not a Section 16 officer. Conflicts require approval by disinterested directors under the Code of Conduct .
- Conflict oversight: Audit Committee reviews and grants waivers under conflict policies and Code of Business Conduct and Ethics .
- Governance safeguards: Directors must disclose conflicts; Board has authority to amend bylaws; stockholders can amend bylaws with thresholds, supporting governance balance .
Governance Assessment
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Positives:
- Independent status; equity‑only director compensation with multi‑year transfer restrictions and ownership guidelines promotes alignment .
- Active committee roles on Compensation and Nominating & Corporate Governance; Board/committee attendance strong in aggregate for 2024 .
- Insider open‑market purchase in 2024 supports confidence signal .
-
Watch‑items / RED FLAGS:
- Tenure exceeds 12‑year guideline and requires waiver; potential entrenchment/independence optics despite Board’s stated rationale for waivers .
- Employment of a family member constitutes a related‑party exposure, though disclosed, non‑material, and subject to conflict controls .
- Compensation Committee met once in 2024 with three written consents; limited meeting cadence may draw scrutiny in challenging operating environments .
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Overall: Strong finance/investing and legal credentials and meaningful equity alignment offset tenure and related‑party optics; ongoing transparency and adherence to conflict policies and ownership requirements are key for sustaining investor confidence .