Toni Steele
About Toni Steele
Independent director since 2020; age 64; tenure 4 years; current member of the Audit & Risk Committee and Compensation Committee, and designated an “audit committee financial expert.” She currently serves as Snapchat’s Global Lead for Real Estate Portfolio and Transactions; previously held senior real estate leadership roles at Google (2018–2024), JLL (2017–2018), and spent 22+ years at Goldman Sachs across U.S. and Europe. Education: MBA, summa cum laude, International University of Monaco; BA, magna cum laude, Pepperdine University. Independently classified under NYSE rules; Board’s skill matrix lists her strengths in finance/capital markets, financial reporting, executive compensation, industry background, risk management, and environmental & sustainability.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Director, Real Estate Asset Management; Co-Lead Affordable Housing Fund | 2021–2024 | Oversaw asset management; co-led corporate affordable housing fund initiative | |
| Real Estate Portfolio Lead | 2018–2021 | Led global portfolio strategy and execution | |
| JLL | EVP, Southern California Capital Markets | 2017–2018 | Co-led Netflix-brokered purchase of Albuquerque Studios |
| Goldman Sachs | Director (Italy Real Estate & Germany NPL), VP Acquisitions & Asset Mgmt, Western Region Asset Mgmt Team Lead | 1995–2017 | Led cross-border investments and asset management; U.S. acquisitions |
External Roles
| Organization | Role | Start | Status |
|---|---|---|---|
| Snapchat | Global Lead, Real Estate Portfolio & Transactions | 2024 | Current |
No public company directorships disclosed; reduces interlock risk and potential conflicts from overlapping fiduciary duties.
Board Governance
- Independence: Steele is independent; Board has independent Chair and annually elected, non-staggered directors. 88% of directors independent; all committee members are independent.
- Committees: Current—Audit & Risk; Compensation. Prior—Investment Committee (Jan–Jun 2024; rotated off post re-election as part of refresh). Not a committee chair.
- Audit credential: Audit & Risk Committee determined Steele qualifies as an “audit committee financial expert.” Audit met nine times in 2024.
- Attendance: In 2024 each director attended ≥75% of Board/committee meetings; all eight directors attended the 2024 annual meeting. Board held seven meetings in 2024.
- Risk oversight cadence: Compensation Committee met seven times; Investment Committee met eight; Nominating & Governance met four in 2024.
- Board transition: John Moody not standing for re-election; Douglas Hansen elected Chairperson contingent on re-election.
Committee Assignments Detail
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit & Risk | Member | No | Financial expert designation; 9 meetings in 2024 |
| Compensation | Member | No | Joint risk oversight with Audit annually; 7 meetings in 2024 |
| Investment | Member (Jan–Jun 2024) | No | Rotated off post re-election in June 2024 |
Fixed Compensation
| Component | Policy Detail | Toni Steele – 2024 Actual |
|---|---|---|
| Annual cash retainer | $65,000; payable quarterly | $65,000 |
| Committee chair fees | $15,000 (Audit); $10,000 (Comp, N&G, Investment) | $0 (not a chair) |
| Equity (annual RSU) | $120,000 RSUs granted at annual meeting; vest 1-year, DERs reinvested; optional deferral | $120,000 grant; 4,859 RSUs granted on 6/6/2024; vest 6/6/2025; grant-date price $24.70 |
| Total 2024 director comp | Cash + Stock | $185,000 total |
| Cash retainer in RSUs (optional) | Directors may elect to take retainer in fully vested RSUs; none elected in 2024 | Not elected |
RSU Outstanding (as of 12/31/2024)
| Director | Unvested RSUs |
|---|---|
| Toni Steele | 4,982 |
Performance Compensation
| Performance Metric | Applies to Non-Employee Director Pay | Detail |
|---|---|---|
| Financial/TSR/ESG targets | No | Director equity awards are time-based RSUs with DERs; no performance-vesting metrics or options disclosed for directors |
Company-wide pay practices include clawback policy (Section 16 officers; time- and performance-vesting equity subject to clawback), no hedging/pledging, and no gross-ups; these are governance-positive signals though they apply to executives rather than directors.
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| — | — | None disclosed for Toni Steele |
Expertise & Qualifications
- Skills matrix: Finance/Capital Markets; Financial Reporting/Accounting; Executive Compensation; Industry Background; Risk Management; Environmental & Sustainability. Tenure 4 years; independent.
- Professional background: Senior real estate leadership across tech and financial services; cross-border asset management and NPL experience; transactions execution (e.g., Netflix-Albuquerque Studios).
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficially owned shares (as of 4/4/2025) | 21,948 | Includes 16,901 vested RSUs (and vested DER units) deferred until Board separation |
| Ownership % of outstanding | <1% | Based on 99,972,006 shares outstanding; directors individually noted as “* Less than one percent” |
| Unvested RSUs (12/31/2024) | 4,982 | Annual RSU grant plus reinvested DERs |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans hedging/short sales/pledging/margin accounts |
| Director ownership guideline | $400,000 minimum | All non-employee directors in compliance as of 12/31/2024 |
| Deferral elections | Yes | Steele has elected to defer receipt of vested RSUs until Board separation |
Governance Assessment
- Alignment: Steele’s comp mix (approximately one-third cash, two-thirds equity via annual RSUs) and deferral of vested RSUs indicate long-term alignment and reduced short-term selling incentives.
- Independence & expertise: Independent director with audit committee financial expert designation; sits on Audit & Risk and Compensation Committees; enhances oversight of financial reporting and incentive structures.
- Engagement: Met attendance thresholds; Board and committees maintain active oversight cadence; Board has independent Chair and regular executive sessions.
- Conflicts/related party: Company reported no related party transactions in 2024; Insider Trading Policy prohibits hedging/pledging; reduces conflict and misalignment risk.
- Compensation governance: Independent consultant (Semler Brossy) engaged by Compensation Committee; pay practices avoid single-trigger CIC and tax gross-ups; directors can defer equity—positive governance signals.
- Committee refresh: Steele rotated off Investment Committee mid-2024 as part of normal refresh; maintains focus on Audit and Compensation—appropriate given her background.
RED FLAGS: None disclosed for Steele—no related-party transactions, no pledging, no hedging, attendance met thresholds, no chair role-based fee inflation; absence of other public company boards reduces potential interlocks but also limits external board benchmarking exposure.