Teresa Bryce Bazemore
About Teresa Bryce Bazemore
Teresa Bryce Bazemore, age 65, has served as an independent director of First Industrial Realty Trust, Inc. (FR) since May 2020 and is Chairperson of the Audit Committee (since May 2023) and a member of the Compensation Committee . She is deemed an “audit committee financial expert” and brings extensive legal, financial, and operational experience in banking and real estate; she holds a B.A. from the University of Virginia and a J.D. from Columbia University . The Board has affirmatively determined she is independent under NYSE rules; FR’s Board held five meetings in 2024 and each director attended at least 75% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Home Loan Bank of San Francisco | President & CEO | Mar 2021 – Jun 2024 | Led institution; banking and risk expertise applied to FR audit oversight |
| Radian Guaranty Inc. (subsidiary of Radian Group Inc., NYSE: RDN) | President | Jul 2008 – Apr 2017 | Led mortgage insurance business, IT, and government affairs for Radian Group |
| Radian Group Inc. | EVP, General Counsel, Corporate Secretary, Chief Risk Officer | Oct 2006 – Jul 2008 | Enterprise legal and risk leadership |
| Nexstar Financial Corporation | SVP, General Counsel & Secretary | Jun 2000 – May 2006 | Corporate legal leadership |
| Bank of America (mortgage banking line) | General Counsel | Mar 1997 – Jun 2000 | Mortgage banking legal oversight |
| University of Virginia Foundation | Trustee; Audit Committee Chair (prior service) | Prior service | Oversight and audit leadership experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| T. Rowe Price Funds | Director | Current | Fund governance |
| Anza Mortgage Insurance Company | Director | Current | Insurance governance |
| Public Media Company | Director | Current | Non-profit governance |
| The Gift Collaborative of Black Theological Education & Black Faith Traditions | Director | Current | Non-profit governance |
| International Women’s Forum – Southern California Chapter | Director | Current | Leadership network |
| National Housing Conference | Advisory Council | Current | Housing policy advisory |
| Federal Home Loan Bank of Pittsburgh | Director | Former | Prior board service |
| Chimera Investment Corporation (NYSE: CIM) | Director | Former | Prior public company board |
| University of Virginia Center for Politics | Advisory Board | Former | Advisory role |
Board Governance
- Independence and Roles: Independent director; Audit Committee Chair; Compensation Committee member; designated “audit committee financial expert” .
- Committee Activity: Audit Committee (5 meetings in 2024); Compensation Committee (5); Investment and Nominating committees have distinct membership and met 5 and 2 times respectively (Bazemore is not listed on those committees) .
- Attendance: Each FR director attended at least 75% of Board and committee meetings during 2024; Board met five times and acted twice by written consent .
- Lead Independent Director and Executive Sessions: John E. Rau is Lead Independent Director and presided over executive sessions of independent directors .
- Governance Policies: FR maintains Corporate Governance Guidelines, Code of Business Conduct and Ethics; practices include annual director election, regular executive sessions, separate Chair/CEO, mandatory share ownership, anti-hedging and anti-pledging policies, and a clawback policy .
- Audit Oversight: Audit Committee responsibilities include financial reporting, internal controls, cybersecurity, auditor oversight, enterprise risk, and climate/corporate responsibility risk oversight; audit committee composed exclusively of independent directors .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $110,000 | Paid quarterly; no meeting fees; no retirement benefits, incentive comp, or perquisites (expenses reimbursed) |
| Stock Awards (RSUs/Units) | $120,000 | 2,642 RSUs/Units granted in May 2024 at $45.42 per share; vest on earlier of first anniversary or next annual meeting |
| Total Director Compensation | $230,000 | Sum of cash and equity |
FR does not pay additional compensation to employee directors; non-employee director cash fees are paid in quarterly installments and there are no meeting fees .
Performance Compensation
| Equity Award | Grant Date | Instrument | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual Director Equity Grant | May 2024 | RSUs/Units | 2,642 | $120,000 | Earlier of first anniversary or next annual meeting |
- Director equity is time-based, not performance-based; there are no director-specific performance metrics tied to pay disclosed .
- Company executive incentive framework (context for governance): Annual bonus pool based 50% on FFO per diluted share/Unit, 25% on same-store NOI growth, 10% on fixed charge coverage, 15% discretionary; 2024 results funded the pool at an overall 110% (FFO $2.73 vs $2.67 target; SS NOI 8.09% vs 8.50% target; fixed charge 4.70x vs 4.46x target; discretionary 100%) .
| Metric (Exec Plan, 2024) | Weight | Target | Actual | Funding |
|---|---|---|---|---|
| FFO per diluted share/Unit | 50% | $2.67 | $2.73 | 125% |
| Same Store NOI growth | 25% | 8.50% | 8.09% | 80% |
| Fixed charge coverage ratio | 10% | 4.46x | 4.70x | 125% |
| Discretionary objectives | 15% | N/A | N/A | 100% |
| Overall bonus pool funding | — | — | — | 110% |
Other Directorships & Interlocks
- FR Compensation Committee membership in 2024: H. Patrick Hackett, Jr. (Chair), Teresa Bryce Bazemore, Matthew S. Dominski; none served as officers or had relationships requiring Item 404 disclosure in 2024 .
- Audit Committee Report: Signed by Bazemore (Chair), Olsen, Rau, Smith; PwC independence confirmed and 2024 audited financials recommended for inclusion .
- No related person transactions involving Bazemore requiring Item 404(a) disclosure are indicated; FR has a policy requiring Nominating/Corporate Governance Committee review of any such transactions .
Expertise & Qualifications
- Audit committee financial expert designation; extensive legal, risk, and financial management experience across banking, mortgage insurance, and real estate sectors .
- Education: B.A., University of Virginia; J.D., Columbia University .
- Industry and governance experience: prior CEO roles; multiple board and advisory positions in financial services and non-profits .
Equity Ownership
| Holder | Beneficial Ownership (Common+Units) | % of Class | Composition |
|---|---|---|---|
| Teresa Bryce Bazemore | 9,585 | <1% | Includes 2,642 Time-Based Units and 6,943 Units |
- Stock ownership guidelines require directors to hold 5x annual retainer; all directors are currently in compliance; until goals are met, at least 75% of net shares from awards must be retained; exceptions for certain transfers; anti-hedging and anti-pledging policies apply .
- Shares pledged: Prohibited under policy; no pledging disclosed for Bazemore .
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with financial expert designation; robust audit oversight remit including cybersecurity and climate/corporate responsibility risk; strong attendance culture; mandatory ownership and anti-hedging/pledging policies; clawback policy adopted in Nov 2023; say-on-pay support historically strong (~95% in 2024; ~92% average 2020–2024) .
- Alignment: Director equity grants and mandatory share ownership enhance alignment; Bazemore has beneficial holdings and is subject to retention requirements .
- Potential conflicts: Extensive financial services affiliations (e.g., funds, mortgage insurance) present typical network breadth but FR discloses no related-party transactions requiring Item 404(a) and confirms Compensation Committee members (including Bazemore) had none in 2024; ongoing monitoring appropriate .
- Workload/engagement signals: Audit Committee met 5 times in 2024; Compensation Committee 5; Board 5; directors attended ≥75%—indicates engagement capacity for oversight .
- RED FLAGS: None evident in disclosures—no hedging/pledging, no related-party transactions, no meeting fee gaming, no director perquisites; continue monitoring for any interlocks with FR counterparties or changes in external commitments .