Wilson L. White
About Wilson L. White
Wilson L. White (age 44) is an independent director of Douglas Elliman Inc. (DOUG) serving since December 2021. He is Vice President, Global Affairs at Google, leading global policy for Android, Hardware and Advanced Research and serving as VP for Asia Pacific government affairs; he holds a B.S. in Computer Engineering (NC State) and a J.D., with honors (UNC Chapel Hill), and is NACD Directorship Certified with NACD CERT in Cybersecurity Oversight . He was nominated for re‑election as a Class I director at the June 25, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. District Court for the District of Maryland | Judicial Law Clerk to Hon. Alexander Williams, Jr. | 2006–2007 | Federal litigation exposure; legal research |
| Kilpatrick Townsend & Stockton LLP | Senior Associate | 2007–2011 | IP litigation experience |
| Patent Litigation Counsel | 2011–2013 | Led patent litigation matters | |
| Vice President, Global Affairs | 2013–present | Global policy lead for Android/Hardware/Advanced Research; APAC government affairs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vector Group (NYSE: VGR) | Director | Ongoing (as disclosed) | Company with multiple related-party ties to DOUG prior to Oct 2024; potential interlock |
| Black Bank Fund | Board Chair | Until 2022 | Philanthropy focused on investing in Black banks |
| UNC School of Law Foundation | Director | Ongoing | Academic foundation governance |
| SC Governor’s School for Science & Mathematics Foundation | Director | Ongoing | Education foundation governance |
Board Governance
- Independence: The Board determined White and other non‑employee directors meet NYSE independence standards; White is classified as an independent director .
- Committees and roles:
- Audit Committee member; committee met 4 times in 2024; Board designated him a cybersecurity expert given his NACD CERT .
- Compensation & Human Capital Committee member; committee met once in 2024; uses independent consultant Pearl Meyer; independence assessed with no conflicts .
- Corporate Responsibility & Nominating Committee chair; committee acted twice during Board meetings in 2024, oversees succession planning and governance guidelines .
- Attendance and engagement: Board held 15 meetings in 2024; each director attended at least 75% of Board and committee meetings. Independent directors met in 11 executive sessions in 2024; White presided as chair of the corporate responsibility & nominating committee .
- Leadership structure: Chairman (Chene) separate from CEO (Liebowitz); lead independent director (Zeitchick) appointed Nov 2024 .
- Shareholder governance context: A majority of votes cast supported an advisory proposal to declassify the Board in 2024; the Board opposed and maintained a classified structure, citing long‑term focus and stability .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees | 95,000 | Includes $75,000 annual retainer plus committee/chair fees (chair fees $10,000 per committee; committee retainer $5,000 in 2024) |
| All other compensation | 180 | Company-paid life insurance premiums |
| Program changes effective 1/1/2025 | — | Committee member fees increased to $10,000 (audit, compensation) and $5,000 (CR&N); periodic director equity grants increased to ~$150,000 (except lead independent director); lead independent director cash retainer set at $450,000 effective Nov 26, 2024 |
Performance Compensation
| Grant/Equity Element | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting / Metrics |
|---|---|---|---|---|
| Restricted stock (annual director grant) | May 6, 2024 | — | 114,592 | Time-based vesting; periodic director grants; no performance metrics disclosed |
| Unvested restricted stock (year-end) | 12/31/2024 | 81,560 | — | Outstanding unvested balance at year-end; vesting schedule not specified in proxy |
No director options or PSUs disclosed; director equity awards are time‑vested restricted stock grants sized by dollar value and not tied to performance metrics .
Other Directorships & Interlocks
| Counterparty | Relationship to DOUG | Transaction Detail | Governance Consideration |
|---|---|---|---|
| Vector Group | Former parent and ongoing commercial counterparty | TSA payments $4,083,625 (2024); aircraft dry leases ~$1,830,000 (terminated Oct 2024); gross commissions from Vector-affiliated projects $17,067,572 (2024) | White serves on Vector Group’s board ; audit committee (of which White is a member) oversees related‑party transactions; potential appearance of conflict mitigated via policy and committee review |
Expertise & Qualifications
- Technology and legal expertise: Computer engineering degree; legal training (JD with honors); IP litigation background .
- Public policy and global affairs: Senior policy leadership at Google across product units and Asia Pacific government affairs .
- Governance credentials: NACD Directorship Certification; NACD CERT in Cybersecurity Oversight; Board designated cybersecurity expert on Audit Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Wilson L. White | 146,397 | (*) <1% | Includes 81,560 shares subject to vesting restrictions |
| Shares outstanding (record date) | 88,737,838 | — | Record date April 30, 2025 |
Ownership guidelines: Non‑employee directors required to hold 2.0× annual retainer; as of Dec 31, 2022, all covered individuals were following the guidelines . Hedging of company stock by directors is prohibited under the Equity Retention, Hedging and Pledging Policy . Equity retention, clawback, and governance documents are available on the company’s investor site .
Governance Assessment
-
Strengths
- Independent status; multiple committee roles, including chairing Corporate Responsibility & Nominating; presides over executive sessions fostering independent oversight .
- Cybersecurity expertise formally recognized; valuable for risk oversight within the Audit Committee .
- Robust governance policies (insider trading, hedging prohibition, clawback, ownership guidelines) publicly disclosed and maintained .
- Director compensation appears balanced (cash $95k; equity ~$115k in 2024); program increases to keep pace with market in 2025 .
- Section 16 reporting compliance timely in 2024 (no delinquent filings) .
-
RED FLAGS / Monitoring Points
- Interlock/conflict risk: White’s directorship at Vector Group alongside DOUG’s significant related‑party transactions with Vector in 2024 (TSA fees, aircraft lease, project commissions). While the Audit Committee reviews/approves related‑party transactions per policy, White’s presence on both boards may create perceived conflicts; continued scrutiny of committee recusal and robust disclosure is warranted .
- Classified board structure: Despite a majority of votes cast favoring declassification in 2024, the Board maintained a staggered structure; as CR&N chair, White influences governance posture—investors may seek continued engagement on board responsiveness to shareholder preferences .
- Equity grant escalation: Director restricted stock increased to ~$150k effective 2025 (except lead independent director), raising the equity mix; monitor alignment and dilution impacts given ongoing equity plan usage .
Director Compensation Mix (Trend)
| Year | Cash Fees ($) | Stock Awards ($) | Notes |
|---|---|---|---|
| 2022 | 95,000 | — | No director stock grants in 2022 following the 2021 distribution awards |
| 2024 | 95,000 | 114,592 | Annual director equity grants resumed; increased to $150,000 in 2025 (except lead independent director) |
Compliance & Related Policies
- Related‑party transaction policy overseen by Audit Committee; factors include arm’s‑length terms and Company benefit .
- Governance documents: Corporate Governance Guidelines; Codes of Conduct; Equity Retention, Hedging & Pledging Policy; Stock Ownership Guidelines; Executive Compensation Clawback Policy; committee charters available online .
Notes on Committee Composition (2024)
| Committee | Members | Chair | Meetings/Activity |
|---|---|---|---|
| Audit | Zeitchick (Chair), White, Bartels | Zeitchick | 4 meetings; cybersecurity oversight included; Zeitchick designated “audit committee financial expert”; White designated cybersecurity expert |
| Compensation & Human Capital | Zeitchick (Chair), Chene, White | Zeitchick | 1 meeting; Pearl Meyer engaged; independence assessed; oversees clawback and shareholder engagement on comp |
| Corporate Responsibility & Nominating | White (Chair), Chene, Zeitchick | White | Acted twice during Board meetings; oversees succession planning and governance guidelines |
Lead independent director: Mark D. Zeitchick appointed November 2024; additional $450,000 retainer .
Summary Implication for Investors
White’s technology/legal background and cybersecurity oversight strengthen board risk competencies, and his leadership of governance/nominating enhances board effectiveness. The Vector Group interlock amidst material related‑party activity (now reduced post‑Oct 2024 for aircraft/TSA) presents a perception risk; investors should monitor Audit Committee process rigor and any recusals. Director pay is moderate and equity‑tilted, with clear ownership and anti‑hedging policies—overall alignment appears reasonable .