Don H. Liu
About Don H. Liu
Independent director of Invesco Mortgage Capital Inc. (IVR), age 63, serving since 2022; Chair of the Nomination and Corporate Governance Committee since 2023 and member of the Audit and Compensation Committees . Former EVP, Chief Legal & Compliance Officer and Corporate Secretary of Target (2016–Aug 2024); currently Special Advisor to Target (since Aug 2024). Education: B.A., Haverford College; J.D., Columbia University School of Law . Core credentials: executive leadership, corporate governance, legal/regulatory, risk management, and accounting/financial reporting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Target Corporation | EVP, Chief Legal & Compliance Officer and Corporate Secretary | 2016–Aug 2024 | Accountable for legal, compliance, ethics, corporate security; formed Target board’s ESG and related governance framework |
| Target Corporation | Special Advisor | Aug 2024–present | Advisory role post-executive tenure |
| Xerox | EVP, General Counsel and Corporate Secretary | Not disclosed | Senior legal leadership across business sectors |
| Toll Brothers | SVP, General Counsel and Chief Compliance Officer | Not disclosed | Compliance leadership |
| IKON Office Solutions | Corporate Compliance Officer; Chair, IKON Diversity Council | Not disclosed | DEI governance establishment |
| Aetna U.S. Healthcare | Deputy Chief Legal Officer | Not disclosed | Senior in-house counsel |
| NYC law firms | Associate (Securities and M&A) | Not disclosed | Transactional legal experience |
External Roles
| Organization | Role | Tenure | Notable Governance Impact |
|---|---|---|---|
| Target Corporation | Special Advisor | Aug 2024–present | ESG/governance framework formation during executive tenure; ongoing advisory support |
Board Governance
- Committee assignments: Audit; Compensation; Nomination & Corporate Governance (Chair) .
- Independence: Board affirmatively determined Liu is independent under NYSE rules .
- Engagement: Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee workload (2024): Audit Committee met 4 times; Compensation Committee met 2 times; Nomination & Corporate Governance Committee met 6 times .
- Executive sessions: Independent directors meet in private regularly; presided by independent Board Chair .
- Overboarding control: Board policy — all directors serve on three or fewer public boards .
- Director recruitment: As Chair of Nomination & Corporate Governance, Liu leads a process using independent search firms, diversity requirements, and due diligence/interviews .
Fixed Compensation
- Cash fee structure (2024 service period): base $95,000; additional cash fees for Chair roles — Audit Chair $20,000, Compensation Chair $10,000, Nomination & Corporate Governance Chair $10,000; Board Chair receives $45,000 .
- Cash fee structure (2025 service period): base increased to $105,000; Board Chair fee to $50,000; equity award increased (see below); other chair fees unchanged .
| Director | Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|---|
| Don H. Liu | 2024 | 102,500 | Includes base and committee chair fees per policy (no meeting fees) |
Performance Compensation
- Equity award policy (non-executive directors): annual restricted shares; vest on one-year anniversary; 2024 grant generally on May 15, 2024 for 10,171 shares (for all non-executive directors except new appointees); dividends paid at same rate/time as common stock .
- 2025 service period: annual equity award increased to $105,000 (payable in restricted common shares) .
- No stock options are used for directors; awards are time-based, not performance-conditioned .
| Director | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting | Unvested at 12/31/2024 |
|---|---|---|---|---|---|
| Don H. Liu | May 15, 2024 | 10,171 | 94,997 | Vests one-year from grant | 10,171 |
Compensation mix signal: 2024 cash $102,500 vs equity $94,997 implies approximately 52% cash / 48% equity, aligning non-executive pay with shareholder outcomes via equity retainer .
Other Directorships & Interlocks
- Current public company boards: none disclosed for Liu .
- Compensation Committee interlocks: none; committee members were independent and no related person transactions involving committee members in 2024 .
Expertise & Qualifications
- Executive leadership and governance: member of Target Executive Leadership Team; advised on global strategy, M&A, development, risk management .
- ESG/DEI governance: established IKON Diversity Council; formed Target board’s ESG and related governance framework .
- Legal/regulatory and financial reporting: recognized for legal/compliance; committee memberships include Audit and Compensation due to regulatory and financial reporting expertise .
Equity Ownership
- Stock ownership policy: non-executive directors must achieve within five years the lesser of 3× cash retainer or 8,000 shares; must hold 100% of shares received as compensation until compliant .
- Beneficial ownership (as of March 14, 2025): 25,397 shares; no pledges recorded; all directors/officers own <1% individually .
- Unvested shares: 10,171 restricted shares outstanding at 12/31/2024 under the 2024 director grant .
- Compliance status: share count exceeds the 8,000-share guideline threshold .
| Category | Amount |
|---|---|
| Total beneficial ownership (shares) | 25,397 |
| % of shares outstanding | <1% (individuals own <1%) |
| Unvested restricted shares (12/31/2024) | 10,171 |
| Shares pledged | None |
| Hedging/pledging policy | Prohibits hedging, pledging, short selling, options; 10b5-1 preclearance required |
| Director ownership guideline | Lesser of 3× retainer or 8,000 shares; 100% hold until compliant |
Governance Assessment
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Strengths:
- Independent director with deep governance/ESG leadership experience; Chair of Nomination & Corporate Governance Committee, signaling board-refresh and oversight strength .
- Robust independence and insider trading controls (hedging/pledging banned), plus explicit related-person transaction policy overseen by the Audit Committee .
- Active committee engagement (NCG met 6x; Audit 4x; Compensation 2x) and strong attendance (≥75%) .
- Ownership alignment: 25,397 shares and equity retainer; meets/exceeds 8,000-share threshold .
-
Watch items / potential conflicts:
- External management by Invesco Advisers is a related-party structure; mitigated by annual independent director review of fee and strong related-party transaction policy .
- No disclosed performance-conditioned director equity; time-based RS grants reduce at-risk pay signal for directors, though standard in REIT peer practice per committee’s consultant review .
- Ongoing Special Advisor role at Target should be monitored for any future commercial interactions, though no related-party transactions with Liu are disclosed and independence affirmed .
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Shareholder feedback signal: Say-on-pay support ~92% at 2024 Annual Meeting (though IVR does not pay executives directly due to external management), indicating investor comfort with compensation structure disclosure and oversight .
Overall: Liu enhances board effectiveness via governance/ESG expertise, independence, and active committee leadership; alignment is reinforced by stock ownership and strict insider policies. Related-party risks arise from the manager structure broadly (not Liu-specific) but are countered by oversight processes and policies .