Tanuja M. Dehne
About Tanuja M. Dehne
Independent director since 2017; age 53. Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. Background spans corporate law (Saul Ewing), senior executive roles at NRG Energy (EVP, Chief Administrator & Chief of Staff), and CEO of the Geraldine R. Dodge Foundation; education includes JD (Syracuse University), MA in Political Science (University of Pennsylvania), and BA/AB (Lafayette College). The Board has affirmatively determined she is independent under NYSE standards; directors attended at least 75% of Board and applicable committee meetings in 2024, and all directors attended the June 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Geraldine R. Dodge Foundation | President & CEO | 2019–2024 | Led ESG/social justice initiatives; oversaw endowment investment management experience |
| NRG Energy (NYSE: NRG) | EVP, Chief Administrator & Chief of Staff; prior HR leadership; Secretary and Deputy/Assistant General Counsel | 2004–2016 | Human capital, governance, operations; corporate and securities experience |
| Saul Ewing | Corporate attorney (Business Department) | 1999–2004 | Corporate & securities law |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Climate Real Impact Solutions II Acquisition Corp. (NYSE: CLIM.U) | Director | 2021–2022 | ESG exposure via climate-focused SPAC |
| Advanced Disposal Services (NYSE: ADSW) | Director | 2017–2020 | Strategic/M&A exposure |
| Silver Bay Realty Trust (NYSE: SBY) | Director; Audit Committee member | 2012–2017 | REIT sector and audit oversight experience |
| Gupta Governance Institute (Drexel University) | Chair, Advisory Board | Current (disclosed) | Governance thought leadership |
| Lafayette College; New York Public Radio; AAPIP; Philanthropy New York; NJ Institute for Social Justice | Trustee | Current (disclosed) | Non-profit governance |
Board Governance
- Committees: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: Board affirmed independence for Dehne and all committee compositions are fully independent; Audit Committee members are financially literate with identified financial experts (Kasnet, McGrath, Woodhouse) .
- Attendance and engagement: Board met 9 times in 2024; committees met Audit—8, Compensation—10, N&CG—5; all directors ≥75% attendance and attended the June 2024 annual meeting .
- Governance practices: Independent Chair; majority vote standard with resignation policy; annual elections; executive sessions; director education policy; director commitments capped (≤3 other boards; ≤1 for sitting public-company CEOs); no hedging/pledging of company stock .
- Investor engagement: Company invites largest shareholders annually for governance/executive compensation discussions; fall 2024 outreach included Dehne (N&CG Chair, Comp Committee member) engaging with top holders on supplemental executive RSUs .
Fixed Compensation
- Director Compensation Policy (equal cash and RSU mix; RSUs grant on annual meeting date; one-year vest; DERs paid on dividends) .
- Role-based annual retainers applicable to Dehne: Board member $100,000 cash + $100,000 RSUs; Compensation Committee member $3,750 cash + $3,750 RSUs; N&CG Chair $6,250 cash + $6,250 RSUs .
Director compensation paid:
| Year | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 110,000 | 110,000 | 220,000 |
| 2024 | 110,000 | 109,999 | 219,999 |
- Director stock ownership guidelines: minimum market value ≥3x annual cash retainer within 5 years; unvested RSUs count; retention of at least 50% of shares until guideline met; annual compliance review by Compensation Committee .
- Prohibitions: No hedging/pledging; no short sales/derivatives by directors .
Performance Compensation
- None disclosed for directors. Equity awards to directors are time-based RSUs with one-year vest; no director options or PSUs; no performance-linked cash bonuses or meeting fees beyond fixed retainers .
Other Directorships & Interlocks
- Past public boards: Silver Bay Realty Trust (audit committee), Advanced Disposal Services, CLIM SPAC .
- Potential interlocks: Educational affiliations overlap on the Board (Lafayette College alumni/status: Dehne trustee and BA/AB; McGrath AB; Nikolic BS), which can facilitate networked governance but no transactional conflicts disclosed .
- Company lineage: GPMT IPO spin from Two Harbors (many directors have TWO ties), but Dehne is not listed as a current TWO director; Board independence affirmed .
Expertise & Qualifications
- Governance and ESG: Chair, Gupta Governance Institute Advisory Board; ESG experience through Dodge Foundation and climate-focused SPAC; oversight of ESG via N&CG Committee .
- Finance/accounting: Corporate/securities law background; audit committee service at SBY; endowment investment oversight experience; financially literate .
- Human capital & operations: Senior HR and administrative leadership at NRG; Compensation Committee responsibilities include HCM oversight .
- Education: JD (Syracuse), MA Political Science (UPenn), BA/AB (Lafayette College) .
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | % of Common Shares | Unvested RSUs Outstanding |
|---|---|---|---|
| Mar 15, 2025 | 50,710 | <1% | — |
| Dec 31, 2024 | — | — | 35,256 |
| Mar 15, 2024 | 33,558 | <1% | — |
| Dec 31, 2023 | — | — | 22,869 |
- Policy: No hedging or pledging of company stock permitted for directors .
- Ownership guideline compliance: Company reviews annually; specific compliance status by individual not disclosed .
Governance Assessment
- Board effectiveness: Dehne’s dual roles (N&CG Chair; Compensation member) position her at the core of director nominations, ESG oversight, succession planning, and pay governance; independence and attendance thresholds met; committees are fully independent .
- Alignment: Director pay mix balanced 50/50 cash/RSU; RSUs and ownership guidelines promote alignment; DER feature reinforces dividend sensitivity .
- Pay governance: Compensation Committee uses independent consultant Semler Brossy (no conflicts); annual risk assessment; clawback policy adopted Oct 2023; strong say‑on‑pay outcomes (~95% approval in 2023) support investor confidence .
- Conflicts/related party: Audit Committee screens related person transactions >$120k; no Dehne-specific related-party transactions disclosed; indemnification agreements are customary .
- Engagement signals: Fall 2024 investor outreach on supplemental executive RSUs included Dehne; feedback showed general support; indicates responsiveness and transparency .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, attendance shortfalls, or director pay anomalies. Monitoring recommended for potential network interlocks via shared affiliations and evolving committee compositions, but independence determinations remain robust .