Nicole Lamb-Hale
About Nicole Lamb-Hale
Nicole Y. Lamb-Hale, age 58, has served as an independent trustee of Federal Realty Investment Trust (FRT) since 2020. She is Vice President, Chief Legal Officer and Corporate Secretary of Cummins Inc., overseeing all legal affairs and related risk management, and holds an AB in Political Science from the University of Michigan and a JD from Harvard Law School . She is independent under NYSE and Company guidelines; the Board’s annual review concluded all trustees other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Commerce | Assistant Secretary of Commerce, International Trade Administration | 2010–2013 | Led manufacturing and services portfolio; executive-level risk management insights . |
| U.S. Department of Commerce | Deputy General Counsel | 2009–2010 | Oversaw legal affairs; governance and compliance experience . |
| Albright Stonebridge Group | Senior Vice President | 2013–2016 | Global strategy; restructuring and risk mitigation exposure . |
| Kroll | Managing Director | 2016–2021 | Governance, risk, and transparency consulting; executive risk management . |
| Law firms (various) | Attorney (business restructuring, public finance) | 1991–2009 | Restructuring expertise; complex transactions . |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Delta Parent Holdings, Inc. | Director | Corporate board | Disclosed in proxy; public/private status not specified . |
| American Leadership Initiative | Board | Non-profit | Civic leadership engagement . |
| Center for International Private Enterprise | Board | Non-profit | Governance and economic development focus . |
| Cummins Foundation | Board | Corporate foundation | Corporate philanthropy oversight . |
| U.S. Chamber of Commerce Foundation | Board | Non-profit | Policy and community impact . |
Board Governance
- Independence: Independent trustee; Board affirmed independence of all trustees except CEO after thorough review per NYSE and Company standards .
- Committees: Member, Compensation and Human Capital Management Committee; Member, Nominating and Corporate Governance Committee .
- Committee leadership: Not a chair; current chairs are Holland (Compensation) and Nader (Nominating) .
- Attendance and engagement: Board met six times in 2024; each trustee attended all Board meetings and the meetings of committees on which they serve; all trustees also attended the 2024 annual shareholder meeting. Executive sessions occurred at each quarterly meeting (all trustees, then non-management trustees) .
- Committee cadence and scope: Compensation Committee met 2 times in 2024; oversees CEO evaluation, NEO pay, equity grants, HR policies . Nominating Committee met 2 times; oversees board composition, governance policies, annual evaluations, and sustainability oversight .
- Interlocks: No compensation committee interlocks; no member serves or has served as an employee or officer of the Company .
Fixed Compensation
Director compensation structure and Nicole Lamb-Hale’s 2024 actuals.
| Item | Amount | Mix/Terms | Source |
|---|---|---|---|
| Annual retainer (standard trustees, 2024) | $200,000 | 40% cash; 60% equity; shares fully vested at grant | |
| Annual retainer (standard trustees, effective 1/1/2025) | $225,000 | 40% cash; 60% equity | |
| Committee chair fees – Audit | $25,000 | Cash | |
| Committee chair fees – Compensation | $15,000 | Cash | |
| Committee chair fees – Nominating | $15,000 | Cash | |
| Nicole Lamb-Hale 2024 cash retainer | $80,000 | Part of annual retainer | |
| Nicole Lamb-Hale 2024 share retainer | $120,000 | Issued 1/2/2025; shares valued using $111.95 closing price on 12/31/2024 | |
| Nicole Lamb-Hale 2024 total | $200,000 | No chair fees |
Additional notes:
- Director equity issued is fully vested at grant; no meeting fees are disclosed .
- Ownership guideline for trustees: maintain shares valued at least 5× annual cash retainer within 5 years; all trustees were in compliance as of 12/31/2024 except Mr. McEachin (joined 2022) .
Performance Compensation
Directors do not have performance-tied compensation metrics at FRT; annual director equity grants are fully vested at grant, with no TSR/FFO/ESG conditions. The Company’s performance metrics (FFO per share, TSR, ROIC) apply to NEO long-term incentives, not director compensation .
| Performance Metric | Applies to Directors? | Details |
|---|---|---|
| Relative TSR | No | Used in NEO LTIP; 34% weighting . |
| FFO Multiple Premium | No | NEO LTIP; 33% weighting . |
| ROIC | No | NEO LTIP; 33% weighting . |
| Director equity vesting | N/A | Fully vested at grant; not performance-based . |
Other Directorships & Interlocks
- Public company boards: None disclosed for Nicole Lamb-Hale in the proxy; external corporate board disclosed is Delta Parent Holdings, Inc. (status not specified) .
- Committee interlocks: None; proxy states no compensation committee interlocks and no member served as a Company employee/officer .
Expertise & Qualifications
- 30 years spanning legal, government, and consulting, focused on executive risk management, restructuring, and governance—bringing diverse insights to strategy and oversight .
- Legal credentials (Harvard JD) and U.S. Commerce leadership roles add regulatory and policy expertise to the Board’s governance and risk oversight capabilities .
- Corporate CLO responsibilities at Cummins position her to contribute on compliance, cybersecurity/legal risk, and human capital policies alongside committee duties .
Equity Ownership
| Holder | Common | Unvested Restricted Shares | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| Nicole Y. Lamb-Hale | 4,774 | 0 | 4,774 | <1% |
| Notes | — | — | Director ownership guideline: ≥5× annual cash retainer; Board reports compliance as of 12/31/2024 (except McEachin as a recent join) | — |
Sources: Beneficial ownership table (as of March 18, 2025) ; ownership guidelines and compliance .
- Hedging/pledging prohibited for officers and trustees, aligning with investor-friendly governance practices .
Governance Assessment
- Committee roles and engagement: Active member of Compensation and Nominating Committees; both met during 2024 and cover CEO/NEO pay oversight, governance policies, and sustainability priorities—key drivers of board effectiveness in a REIT .
- Independence and attendance: Independent status affirmed; 100% attendance at Board and relevant committee meetings and at the annual meeting indicates high engagement and accountability .
- Pay alignment and ownership: Director compensation is balanced (cash/equity), equity fully vested, and robust ownership guideline (≥5× cash retainer) with Board reporting compliance—supporting alignment with shareholders .
- Conflicts and related-party exposure: No related-party transactions with any trustees requiring disclosure; compensation committee interlocks absent—reducing conflict risk .
- Broader governance signals: 2024 Say-on-Pay support was ~92%—suggesting investor confidence in pay practices and oversight, albeit focused on NEOs rather than directors .
RED FLAGS
- None identified in the proxy related to Nicole Lamb-Hale: no related-party transactions, no hedging/pledging, no committee interlocks, and independence affirmed .
- Monitoring item: As an active CLO of Cummins, diligence on any future FRT–Cummins relationships remains prudent, though none are disclosed and Audit Committee must pre-approve related-party transactions per policy .