Marran Ogilvie
About Marran Ogilvie
Marran H. Ogilvie (age 56) has served as an independent director of Four Corners Property Trust since 2015; she chairs the Nominating and Governance Committee and is a member of the Audit and Risk Committee. She is marked for expertise in corporate governance, executive compensation, finance/capital markets, financial reporting/accounting, and public company executive experience. Ogilvie holds a BA from the University of Oklahoma and a JD from St. John’s University. Tenure on the FCPT board is 9 years; independence status is “Y.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ramius, LLC (alt investment mgr.) | Chief Operating Officer; General Counsel | COO 2007–2009; GC 1997–2007 | Oversaw CFO office; responsible for financial reporting (finance, controls, governance) |
| Cowen Group, Inc. | Chief of Staff | 2009–2010 | Post-merger leadership and operations |
| Lehman Brothers International (Europe) Administration | Advisor to Creditors Committee | 2008–2019 | Restructuring expertise; creditor advisory |
| Bemis Company | Director | Mar 2018–Jun 2019 | Board oversight |
| Forest City Realty Trust | Director | Apr 2018–Dec 2018 | Board oversight |
| Southwest Bancorp | Director | Jan 2012–Apr 2015 | Board oversight (financial services) |
| Seventy Seven Energy Inc. | Director | 2014–2017 | Board oversight (oilfield services) |
| Zais Financial Corporation (REIT) | Director | 2013–2017 | Board oversight (REIT, governance) |
| The Korea Fund (investment company) | Director | 2012–2017 | Board oversight (capital markets) |
| LSB Industries, Inc. | Director | 2015–2018 | Board oversight (manufacturing) |
| Evolution Petroleum Corporation | Director | 2017–Dec 2020 | Board oversight (E&P) |
| Ferro Corporation (manufacturing) | Director | 2017–Apr 2023 | Board oversight |
| GCP Applied Technologies | Director | Mar 2019–Sep 2022 | Board oversight (construction products) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accelerate Diagnostics (NASDAQ:AXDX) | Director | Since May 2023 | Current public company directorship |
Board Governance
- Committee assignments (current): Chair, Nominating & Governance; Member, Audit & Risk. She served on Compensation Committee from Jan–Jun 2024 (refresh thereafter).
- Nominating & Governance Committee met 4 times in 2024; members are independent under NYSE rules.
- Board meetings: 7 held in 2024; every director attended or participated in ≥75% of combined board and committee meetings. All eight directors attended the June 6, 2024 annual meeting.
- Governance structure: independent Chair separate from CEO; all committees composed of independent directors. Audit & Risk Committee has three members designated “audit committee financial experts.”
- Skills matrix marks for Ogilvie: Corporate Governance, Executive Compensation, Finance/Capital Markets, Financial Reporting/Accounting, and Public Company Executive Experience; independence “Y”; tenure 9 years; age 56.
| Committee | Role | Notes |
|---|---|---|
| Audit & Risk | Member | Committee chaired by Charles L. Jemley; Ogilvie designated an audit committee financial expert among the three members. |
| Compensation | Member (Jan–Jun 2024) | Refresh removed membership post-June 2024. |
| Nominating & Governance | Chair | Jesuele to become Chair contingent on 2025 re‑election; Ogilvie currently Chair. |
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Chair Cash ($) | Total Cash Fees ($) | RSU Grant ($) | RSUs Granted (#) | Grant Date | Vest Date |
|---|---|---|---|---|---|---|---|
| 2024 | 65,000 | 10,000 (N&G Chair) | 75,000 | 120,000 | 4,859 | Jun 6, 2024 | Jun 6, 2025 |
- Dividend Equivalent Rights (DERs) on RSUs are reinvested into additional RSUs; Ogilvie elected to defer receipt of shares for 2024 awards.
Performance Compensation
| Component | Performance Metric(s) | Status |
|---|---|---|
| Annual Director Equity (RSUs) | None (time‑based vesting on first anniversary) | Not performance‑based; DERs reinvested. |
FCPT’s “What We Don’t Do” highlights no single‑trigger change‑in‑control for executive awards, no tax gross‑ups, and prohibition on hedging/pledging—reinforcing pay governance, though director equity is time‑based rather than metric‑based.
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| Accelerate Diagnostics | Director | Since May 2023 | Different industry (diagnostics); low direct conflict with net-lease REIT model. |
| Ferro Corporation | Director | 2017–Apr 2023 | Prior role; manufacturing unrelated to FCPT tenant base. |
| GCP Applied Technologies | Director | Mar 2019–Sep 2022 | Prior role; no disclosed FCPT transactions. |
| Evolution Petroleum | Director | 2017–Dec 2020 | Prior role; energy sector; low overlap. |
| Bemis Company | Director | Mar 2018–Jun 2019 | Prior role. |
| Forest City Realty Trust | Director | Apr 2018–Dec 2018 | Prior real estate board; no related‑party transactions disclosed. |
| Southwest Bancorp | Director | Jan 2012–Apr 2015 | Prior bank board. |
| Seventy Seven Energy | Director | 2014–2017 | Prior energy board. |
| ZAIS Financial (REIT) | Director | 2013–2017 | Prior REIT board; no FCPT interlocks disclosed. |
| The Korea Fund | Director | 2012–2017 | Prior investment company board. |
| LSB Industries | Director | 2015–2018 | Prior manufacturing board. |
- Related party transactions: FCPT disclosed none exceeding the $50,000 “interested transaction” threshold in 2024; policy requires director recusal on any such transaction.
Expertise & Qualifications
- Extensive director/executive experience across finance, governance, executive compensation, risk management, and investment analysis.
- Skills matrix marks: Corporate Governance, Executive Compensation, Finance/Capital Markets, Financial Reporting/Accounting, Public Company Executive Experience.
- Legal and operating background (JD; GC and COO roles) supports audit and governance leadership.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Shares Outstanding Reference Date |
|---|---|---|---|
| Marran H. Ogilvie | 52,169 | <1% | 99,972,006 (as of Apr 4, 2025) |
| Unvested RSUs (as of Dec 31, 2024) | Count |
|---|---|
| Ogilvie | 4,982 |
- Director ownership guideline: ≥$400,000 market value; all non‑employee directors were in compliance as of Dec 31, 2024; directors must retain 75% of net shares until guideline met. Hedging and pledging of company stock are prohibited for directors.
Fixed Compensation (Policy Reference)
| Component | Amount |
|---|---|
| Base Annual Cash Retainer | $65,000 (quarterly, in arrears) |
| Annual RSU Award | $120,000 (vest on first anniversary) |
| N&G Committee Chair Retainer | $10,000 (quarterly, in arrears) |
| Audit Chair Retainer | $15,000 (for reference) |
| Compensation Chair / Investment Chair Retainer | $10,000 (for reference) |
Governance Assessment
- Board effectiveness: Ogilvie’s dual role (Audit & Risk member; N&G Chair) aligns with her finance/legal background and skills matrix marks; Audit Committee designated financial experts include her committee, supporting robust oversight.
- Independence and engagement: Independent since 2015; N&G met 4x in 2024; board held 7 meetings with ≥75% attendance by all directors; full director attendance at the 2024 annual meeting.
- Compensation alignment: Director pay mix emphasizes equity via annual RSUs and DERs; Ogilvie deferred receipt of shares (long‑term alignment). No performance metrics for director equity, but broader policies prohibit hedging/pledging and avoid single‑trigger CIC/gross‑ups.
- Ownership alignment: Beneficial ownership of 52,169 shares (<1%); unvested RSUs 4,982; director ownership guideline compliance across all non‑employee directors as of year‑end 2024.
- Other directorships: Current AXDX role and diverse prior boards present limited conflict risk with FCPT’s net‑lease REIT model; no related‑party transactions in 2024.
- External signals: Strong shareholder support on say‑on‑pay (97.7% approval at 2024 meeting) and use of independent comp consultant (Semler Brossy) reinforce governance quality.
RED FLAGS
- No related‑party transactions or hedging/pledging identified; attendance thresholds met; director equity is time‑based (not performance‑based), typical for REIT boards—no compensation anomalies noted.