John Rau
About John E. Rau
Independent director since 1994; Lead Independent Director since January 2016. Age 76. Career spans banking (LaSalle National Bank), title insurance (Chicago Title Corporation), academia (Dean, Indiana University School of Business), and advisory roles, with current board chairmanship at BMO Financial Corp and directorship at Southern Company Gas . The Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chicago Title Corporation | Director, President & CEO | 1997–2000 | Led NYSE-listed title insurance group and subsidiaries |
| LaSalle National Bank | President & CEO | 1989–1991 | Executive leadership in banking |
| The Exchange National Bank | President | 1983–1989 | Bank merged with LaSalle National Bank in 1989 |
| Indiana University School of Business | Dean | 1993–1996 | Academic leadership |
| Northwestern (Kellogg) Banking Research Center | Chair, Board of Advisors; Visiting Scholar | 1990–1993 | Advisory/academic role |
| McKinsey & Company | Special Consultant | 1990–1993 | Strategic consulting |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| BMO Financial Corp | Chairman of the Board | Current | Financial services oversight |
| Southern Company Gas | Director | Current | Utility sector board; continuation from Nicor transaction |
| LaSalle Bank, N.A. | Director | Until sale to Bank of America (2007) | Banking board tenure |
| BorgWarner, Inc. | Director | 1997–2006 | Automotive supplier board |
| William Wrigley Jr. Company | Director | 2005–2008 | Board until sale to Mars, Inc. |
| Nicor, Inc. | Director | 1997–Dec 2011 | Board until sale to Southern Company Gas |
| Indiana University Kelley School of Business | Poling Chair for Business & Government Leadership | Current | Academic chair |
Board Governance
- Lead Independent Director since 2016; presides over meetings and executive sessions of independent directors, reinforcing board independence and oversight .
- Committee assignments: Audit Committee member; Nominating/Corporate Governance Committee Chair .
- Independence: Board determined Rau is independent under NYSE Section 303A.02 .
- Attendance and engagement: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting; independent director executive sessions held regularly .
- Committee activity levels: Audit Committee met 5 times; Nominating/Corporate Governance met 2 times in 2024 .
Fixed Compensation
| Year | Cash Fees ($) | Equity (RSUs/Units) ($) | Total ($) |
|---|---|---|---|
| 2024 | 121,250 | 120,000 | 241,250 |
- Equity grant details: 2,642 RSUs/Units granted May 2024; grant-date price $45.42; vest on the earlier of first anniversary or next annual meeting .
- Policy: No meeting fees; cash fees paid quarterly; directors reimbursed for out-of-pocket meeting expenses; employee-directors (CEO) receive no director fees .
Performance Compensation
| Metric/Instrument | Detail |
|---|---|
| Options | Company does not currently grant new option-like instruments; policy would be evaluated if options resumed . |
| Director performance metrics | Not disclosed for non-employee directors; director equity grants vest time-based as noted above . |
Other Directorships & Interlocks
| Company | Relationship to FR | Potential Interlock/Conflict Consideration |
|---|---|---|
| BMO Financial Corp (Chairman) | Banking partner category | Potential perceived overlap given REIT financing needs; no related party transactions disclosed in proxy . |
| Southern Company Gas (Director) | Utility provider category | Utility service overlap possible in markets; no related party transactions disclosed in proxy . |
Transactions with related persons are reviewed and must be approved by the Nominating/Corporate Governance Committee; no Item 404 transactions are disclosed in the 2025 proxy .
Expertise & Qualifications
- Financial and risk management in banking and title insurance; valuable to Audit Committee .
- Governance leadership as Lead Independent Director and Nominating/Corporate Governance Chair .
- Academic leadership and industry advisory experience (Indiana University; Kellogg) .
Equity Ownership
| Holder | Common Stock/Units Beneficially Owned | Percent of Class |
|---|---|---|
| John E. Rau | 30,666 | ** |
- Director stock ownership guidelines: Minimum holding of 5x annual retainer; applies to all directors .
- Compliance: All directors and Named Executive Officers are currently in compliance with the stock ownership guidelines .
- Hedging/pledging: Company prohibits hedging or pledging of Company securities by directors, officers, and employees .
Governance Assessment
- Strengths: Long-serving independent director with deep financial services and real estate experience; Lead Independent Director role enhances independent oversight; active committee leadership (Nominating Chair; Audit member); strong alignment via stock ownership requirements and anti-hedging/pledging policies .
- Engagement signals: Regular executive sessions hosted by Rau; Board and committees met steadily; directors maintained at least 75% attendance; all attended 2024 annual meeting .
- Compensation alignment: Director pay mix balanced between cash and equity; annual equity grants vest time-based and align with shareholder value over the director’s service cycle .
- Shareholder confidence context: Say-on-pay support ~95% in 2024, with 5-year average ~92%, indicating constructive investor sentiment toward broader governance and compensation practices .
- Potential red flags: Multiple external board roles could pose time-commitment perceptions; also perceived interlocks with banking and utility sectors; however, no related-party transactions are disclosed, and company has rigorous related-party review policies .