Lisa Washington
About Lisa Washington
Lisa Washington, age 57, has served as an independent director of Independence Realty Trust (IRT) since January 2021, and currently sits on the Nominating and Governance Committee and the Risk Committee . She is Chief Legal Officer and Senior Vice President (since September 2019) and Secretary (since August 2023) of WSFS Financial Corporation (NASDAQ: WSFS), with prior senior legal roles across energy partnerships and public companies; she holds a J.D. (University of Pennsylvania Carey Law), an M.B.A. (Wharton), and an A.B. (Princeton) . The Board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WSFS Financial Corporation | Chief Legal Officer & SVP | Sep 2019–present | Senior legal leadership at a public financial holding company |
| WSFS Financial Corporation | Secretary | Aug 2023–present | Corporate governance role at WSFS |
| Washington Consulting, LLC | Legal advisor/consultant to Atlas Energy Group, LLC | Jul 2018–Sep 2019 | Energy sector advisory |
| Atlas Energy Group, LLC | CLO & Secretary | Feb 2012–Jul 2018 | Public company governance and risk management |
| Atlas Energy, L.P. (GP) | CLO & Secretary | Jan 2006–Feb 2015 | Midstream E&P governance |
| Titan Energy, LLC | VP, CLO & Secretary | Sep 2016–Jul 2018 | Public E&P legal leadership |
| Atlas Resource Partners, L.P. | VP, CLO & Secretary | Predecessor period to Titan | Energy MLP governance |
| Atlas Pipeline Partners, L.P. (GP) | CLO & Secretary | 2005–Feb 2015 | Natural gas gathering/processing legal oversight |
| Atlas Growth Partners, L.P. (GP) | CLO & Secretary | 2013–Jul 2018 | Private energy partnership governance |
| Blank Rome LLP | Attorney, Business Dept. | 1999–2005 | Corporate legal practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rosenbach Museum & Library (Philadelphia) | Board Member & Secretary | Current | Non-profit governance |
| JEVS Human Services, Inc. | Chair of the Board | Jul 2020–Jun 2023 | Led board of major social services nonprofit |
| JEVS Human Services, Inc. | Board Member; Executive/Compensation Committee | Through 2024 | Compensation oversight and executive committee participation |
Board Governance
- Committee assignments: Nominating and Governance Committee (member), Risk Committee (member) .
- Independence: Affirmed independent under NYSE standards (Board determined eight of ten nominees independent, including Ms. Washington) .
- Attendance: In 2024, all then-serving directors attended at least 75% of Board/committee meetings; all attended the 2024 annual meeting .
- Board activity: Board held 11 meetings in 2024; committee meetings were Audit (10), Compensation (6), Nominating (6), Investment (9), Risk (4) .
- Governance policies: Stock ownership requirements (5x cash retainer for directors), anti-hedging and anti-pledging policy, clawback policy; key governance documents available (Corporate Governance Guidelines, Committee Charters) .
| Committee | 2024 Meetings | Washington Role |
|---|---|---|
| Nominating & Governance | 6 | Member |
| Risk | 4 | Member |
Fixed Compensation
| Component (2024) | Amount/Policy | Detail |
|---|---|---|
| Standard non-management director cash retainer | $90,000 (effective Jul 16, 2024); $80,000 prior to this date | Annual cash retainer adjustment mid-year |
| Annual equity retainer | $90,000 of IRT stock (20-day VWAP basis) | Equity grant sized to VWAP |
| Lead Independent Director retainer | $25,000 cash | Additional cash for lead role |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating $12,500 (effective Jul 16, 2024; $10,000 prior); Investment $5,000; Risk $5,000 | Chair-specific cash fees |
| Committee member retainers (non-chair) | Audit $10,000 (effective Jul 16, 2024; $7,500 prior); Compensation $5,000; Nominating $5,000; Investment $5,000; Risk $5,000 | Member cash fees |
| Education reimbursement | Up to $3,500 annually | Director education support |
| Lisa Washington—2024 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $94,592 |
| Stock Awards (Grant-date valuation under SEC rules) | $96,764 |
| Total | $191,356 |
Performance Compensation
| Item | Detail |
|---|---|
| 2024 Equity grant | 5,516 shares to each non-management director on May 15, 2024; vested immediately |
| Grant valuation basis | SEC-reporting value uses grant-date closing price $17.23 vs program VWAP sizing at $16.03 for 20 trading days pre-grant |
| 2025 policy change | Annual director equity award increased to $100,000 (VWAP-based); other elements unchanged |
| Options/PSUs for directors | Not disclosed for directors; director equity awards are time-based and immediately vest (no performance metrics) |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| WSFS Financial Corporation (NASDAQ: WSFS) | Public company | CLO, SVP, Secretary | Officer role; no public company directorships disclosed in biography |
| Rosenbach Museum & Library | Non-profit | Board Member & Secretary | External board role |
| JEVS Human Services | Non-profit | Former Chair; Board Member; Executive/Compensation Committee | External board role; compensation committee experience |
Expertise & Qualifications
- Corporate governance and risk management expertise for public companies; extensive executive leadership experience .
- Education: J.D. (Penn Law), M.B.A. in Public Policy & Finance (Wharton), A.B. in Comparative Literature (Princeton) .
- Risk oversight: Active on IRT’s Risk Committee, which oversees enterprise risk management including cybersecurity, information security, and technology risk .
- ESG oversight: Nominating Committee assists Board oversight of ESG strategy and progress .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 19,269 shares |
| % of shares outstanding | Does not exceed 1% (star footnote) |
| Shares outstanding reference | 231,116,976 shares outstanding at close of business on Mar 17, 2025 |
| Stock ownership guideline | Non-employee directors: 5x cash retainer; to be satisfied within six years of election/appointment |
| Compliance status | All non-employee directors are in compliance (met or within required timeframe) |
Governance Assessment
- Strengths: Independent status; relevant legal, governance, and risk expertise; active membership on Nominating and Risk Committees; strong ownership alignment via stock grants and stock ownership guidelines (5x cash retainer); anti-hedging and anti-pledging policies reduce misalignment risk .
- Engagement: Board held 11 meetings in 2024; all directors met at least 75% attendance and attended the annual meeting, supporting board effectiveness .
- Compensation structure: Director pay balanced between cash and equity; equity increased to $100,000 for 2025 (VWAP-based), signaling continued alignment without performance-based metrics for directors; fee schedule updates mid-2024 are transparent .
- Conflicts/related party: Audit Committee oversees related party transactions; no related party transactions involving Ms. Washington are disclosed in retrieved sections; dual role as an officer at WSFS suggests monitoring banking relationships, but no conflicts are disclosed in the proxy excerpts reviewed .
- RED FLAGS: None identified in proxy excerpts—no hedging/pledging allowed, no attendance issues, no related-party transactions disclosed for Ms. Washington; continue monitoring for interlocks with WSFS (credit facilities, treasury, or services) and changes to director pay practices .