Georgia Murray
About Georgia Murray
Georgia Murray, age 74, is Lead Independent Director of Franklin Street Properties (FSP) since February 7, 2014 and has served on the Board since 2005; she is a retired commercial real estate executive with nearly three decades at Boston Financial Group and a brief principal role at Lend Lease Real Estate Investments. She holds a degree from Newton College and has prior board experience at Capital Crossing Bank, as well as leadership roles with the Urban Land Institute (Trustee) and Multifamily Housing Institute (President) . The Board has affirmatively determined she is independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Financial Group, Inc. (incl. affiliate Boston Financial Securities, Inc.) | Senior Vice President and Director | 1973 – Oct 1999 | Senior leadership and governance experience in real estate finance |
| Lend Lease Real Estate Investments, Inc. | Principal | Nov 1999 – May 2000 | Principal-level oversight; strategic real estate investment exposure |
| Urban Land Institute | Trustee (Past) | Not disclosed | Industry thought leadership; governance in nonprofit sector |
| Multifamily Housing Institute | President (Past) | Not disclosed | Strategic leadership; sector expertise |
External Roles
| Company/Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Capital Crossing Bank | Director (Prior) | Not disclosed | Banking board experience |
| Various non-profits | Board member | Ongoing/Various | Not specified; multiple civic/charitable boards |
| Other public company boards | None current | — | “Other Public Co. Boards: —” (as nominated in 2025) |
Board Governance
- Lead Independent Director: Coordinates independent directors, chairs executive sessions of independent directors, liaison to shareholders, and facilitates Board-management communication .
- Independence: Murray is an independent director under NYSE American rules .
- Committee assignments: Member of Audit and Compensation Committees (not chair) .
| Governance Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board meetings held | 5 | 7 | Not disclosed |
| Attendance threshold | Each director ≥75% board/committee meetings | Each director ≥75% board/committee meetings | — |
| Committees (Murray) | Audit; Compensation | Audit; Compensation | Audit; Compensation |
| Lead Independent Director | Georgia Murray | Georgia Murray | Georgia Murray |
| Executive sessions | Independent directors meet in executive session at least annually | Independent directors meet in executive session at least annually | Policy continued |
Fixed Compensation
Director compensation program updates and Murray’s actual pay:
| Component | 2019–2023 Program | May 2024 Update (applies 2024–2025) |
|---|---|---|
| Annual Cash Retainer | $56,250 | $30,000 |
| Lead Independent Director cash retainer | $15,000 | $7,500 |
| Audit Committee Chair cash retainer | $15,000 | $7,500 |
| Compensation Committee Chair cash retainer | $10,000 | $5,000 |
| Nominating & Corp Gov Chair cash retainer | Not specified | $5,000 |
| Annual equity grant (FSP common stock) | $56,250; one-time reduction to $45,000 in 2023 | $45,000 (permanently reduced) |
| Murray – Non-Employee Director Pay | 2023 | 2024 |
|---|---|---|
| Cash fees (USD) | $71,250 | $45,938 |
| Stock awards (USD) | $45,000 | $45,000 |
| Total (USD) | $116,250 | $90,938 |
Notes:
- Changes in May 2024 reduced both cash retainers and equity grants to align with macro challenges and lower G&A expenses .
- Directors are reimbursed for Board meeting expenses .
Performance Compensation
- No performance-based equity or options for directors; annual equity grants are fixed-value common stock awards without disclosed performance metrics .
- FSP does not offer stock options to directors, and the company has no outstanding options or similar rights .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None listed for Murray |
| Compensation committee interlocks | None; the proxy states no executive officer served on boards/comp committees of other entities creating interlocks with FSP |
| Board refreshment context | Board size reduced to six after 2025 Annual Meeting; two directors not standing for re-election, with a shareholder-recommended director added in Nov 2024 |
Expertise & Qualifications
- Real estate investment and operations expertise (29+ years) with senior roles at Boston Financial and Lend Lease .
- Banking board experience; strategy development and organizational acumen .
- Nonprofit governance track record; sector leadership roles .
Equity Ownership
- Stock ownership guidelines: Non-employee directors must own FSP shares valued at 5x the cash portion of the Annual Cash Retainer; all non-employee directors were in compliance as of Feb 1, 2025 .
- Anti-hedging policy prohibits hedging and short sales by directors .
| Metric | Mar 5, 2024 | Mar 4, 2025 |
|---|---|---|
| Shares beneficially owned | 108,189 | 130,916 |
| % of shares outstanding | <1% (“*”) | <1% (“*”) |
| Notable footnote | Includes 68,393 shares held jointly with spouse Mark Maloney (shared vote/investment power) | Includes 68,393 shares held jointly with spouse Mark Maloney (shared vote/investment power) |
| Options outstanding | None (company has no outstanding options) |
Governance Assessment
-
Board effectiveness and independence
- Murray serves as Lead Independent Director with defined responsibilities that strengthen independent oversight and shareholder engagement . Independence affirmed under NYSE American rules .
- Consistent committee service on Audit and Compensation positions Murray at key oversight levers (financial reporting, cybersecurity, executive pay) .
- Attendance: The Board recorded seven meetings in 2024 and five in 2023; each director met ≥75% attendance thresholds, indicating engagement .
-
Alignment and compensation
- Director stock ownership guidelines (5x cash retainer) and annual equity grants support alignment; Murray appears compliant with guidelines, with rising beneficial ownership year over year .
- The Board reduced director cash and equity retainers in 2024 to conserve resources amid sector headwinds—shareholder-friendly cost discipline .
-
Shareholder feedback signals
- Say-on-pay approvals remained strong: 2024 (59.8M For vs. 3.77M Against) and 2025 (66.8M For vs. 9.16M Against), suggesting investor support for compensation practices .
-
Potential conflicts and RED FLAGS
- No related-party transactions disclosed involving Murray; anti-hedging policy in place .
- Broader governance context: Combined CEO/Chair role (George J. Carter) persists; however, Murray’s Lead Independent Director role is cited as a balancing mechanism for independent oversight . Notably, CEO’s sons are executives (related party exposure in management, not with Murray), warranting vigilant independent oversight by Audit and Compensation Committees .
Say-on-Pay & Shareholder Feedback
| Item | 2024 AGM (May 16, 2024) | 2025 AGM (May 15, 2025) |
|---|---|---|
| Director election – Murray votes | For: 60,042,170; Against: 4,030,185; Broker non-votes: 16,315,043 | For: 71,885,963; Against: 4,163,437; Broker non-votes: 11,391,059 |
| Say-on-Pay | For: 59,819,506; Against: 3,773,782; Abstain: 479,067; Broker non-votes: 16,315,043 | For: 66,808,398; Against: 9,160,834; Abstain: 80,168; Broker non-votes: 11,391,059 |
| Auditor ratification | For: 78,668,248; Against: 1,297,626; Abstain: 421,524 | For: 82,123,873; Against: 5,174,384; Abstain: 142,202 |
Compensation Committee Analysis
- Murray served on the Compensation Committee; the committee is fully independent, uses external consultants when needed, oversees clawback policy administration, and reviews executive and director compensation programs .
- The proxy states no compensation committee interlocks with other entities’ executives (reducing conflict risk) .
Related Party Transactions
- None disclosed for Murray. Company policy requires Audit Committee review/approval of related party transactions; disclosures highlight CEO’s sons as executives, but no Murray-specific transactions are noted .
Equity Ownership
| Ownership Element | Details |
|---|---|
| Beneficial ownership | 130,916 shares (2025) vs. 108,189 (2024), less than 1% of outstanding |
| Joint holdings | 68,393 shares with spouse (shared voting/investment power) |
| Derivatives/pledging | No options outstanding at company; no pledging disclosed for Murray in footnotes |
Governance Assessment (Implications for investors)
- Murray’s long-tenured independence and Lead Independent Director role are stabilizing elements amid an office REIT downturn and family ties in executive ranks; her Audit and Compensation committee memberships reinforce oversight of financial controls and pay .
- Director pay reductions and continued strong say-on-pay support indicate responsiveness to macro conditions and shareholder expectations, bolstering governance credibility .
- No Murray-specific conflicts or related-party exposures disclosed; anti-hedging and clawback policies reduce governance risk . Monitoring is advised given combined CEO/Chair structure and management family relationships, where Murray’s LID function is a key counterbalance .