Susan Gore
JONES LANG LASALLEAbout Susan M. Gore
Independent director of JLL; age 62; appointed in 2024 (1 year of tenure). Former Managing Partner, Global Technology & Information Security at PwC (2016–2022), prior Global Assurance COO (2011–2016), US Assurance Transformation Leader (2006–2011); earlier CFO of a late‑stage venture‑backed software company and Portfolio Advisor to a Silicon Valley VC firm (2001–2006). CPA; BBA in Accounting from Texas Christian University; core credentials in cybersecurity/data governance, audit effectiveness, risk management, and digital transformation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Managing Partner, Global Technology & Information Security | 2016–2022 | Led global technology and information security strategy and risk practices |
| PwC | Global Assurance Chief Operations Officer | 2011–2016 | Oversaw programs and global teams supporting PwC’s $15B Global Assurance business |
| PwC | US Assurance Transformation Leader | 2006–2011 | Led multi‑year transformation program modernizing audit technology platforms |
| Venture‑backed software company | Chief Financial Officer | 2001–2006 | Finance leadership; operational risk and compliance oversight |
| Silicon Valley Venture Capital firm | Portfolio Advisor | 2001–2006 | Advisory on portfolio strategy and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in JLL’s proxy |
Board Governance
- Independence: Board determined all nominees except the CEO are independent; Gore is independent .
- Committee assignments: Audit & Risk Committee member (beginning May 2024); Nominating, Governance & Sustainability (NGS) Committee member (all non‑employee directors are members) .
- Financial expert: Board determined Gore is an “audit committee financial expert” .
- Attendance/engagement: Board held 7 meetings in 2024; each director attended at least 80% of Board and applicable committee meetings. Audit & Risk met 9 times (98% attendance); NGS met 4 times (98% attendance); Compensation met 7 times (95% attendance). Independent directors met in executive session 8 times; Audit & Risk and Compensation also held executive sessions 8 and 7 times respectively .
- Board leadership: Separate independent Chairman (Siddharth Mehta) with defined duties; strong committee structure; cyber oversight via Audit & Risk Committee and a Cybersecurity Subcommittee established in 2024 .
Fixed Compensation
| Component | Amount/Structure | Timing | Notes |
|---|---|---|---|
| Annual cash retainer | $115,000 per director; Chairman additional $60,000 | Quarterly | Raised by $15,000 effective June 1, 2024 |
| Equity grant | $200,000 in JLL common stock per director; Chairman additional $110,000 | Annually post‑meeting | Emphasis on equity to align with shareholders |
| Committee chair fees | $25,000 (Audit & Risk); $25,000 (Compensation); $15,000 (NGS) | Annually (Q3) | — |
| Committee member fees | $10,000 (Audit & Risk); $10,000 (Compensation); $5,000 (NGS) | Annually (Q3) | — |
| Meeting fees | None | — | No perquisites to Board members |
| Compensation cap | $750,000 total cash + equity per year | Annual limit | Defined in Stock Award & Incentive Plans |
| Director | Fees Earned or Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Susan M. Gore | $82,083 | $200,000 | $282,083 |
- Deferral options: Directors may elect to receive cash retainers in stock or defer cash/stock/RSUs under the Deferred Compensation Plan (nonqualified), and may take retainers as JLL stock based on quarter‑end closing prices .
Performance Compensation
| Element | Performance Metrics | Structure | Notes |
|---|---|---|---|
| Director equity retainer | None (time‑based; not performance‑conditioned) | Annual common stock grant | JLL’s director pay emphasizes equity (~63% of base Board compensation in stock) but is not tied to performance metrics |
No director‑specific performance metrics, options, or PSU frameworks apply to non‑employee directors; performance‑based plans described in the CD&A apply to executives, not directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Gore in JLL’s proxy |
| Committee roles at other companies | Not disclosed |
| Interlocks with competitors/suppliers/customers | Not disclosed; Board independence review found no material relationships |
Expertise & Qualifications
- CPA; extensive assurance leadership and audit oversight experience; recognized audit committee financial expert .
- Cybersecurity/data governance leadership at PwC; directed multi‑year digital transformation and cloud migration of audit platforms .
- Risk management, compliance, and operational planning across global programs and teams; prior CFO experience adds financial acumen .
Equity Ownership
| Item | Amount |
|---|---|
| Shares directly owned | 1,458 |
| Restricted Stock Units | — (none disclosed) |
| Total shares counted for ownership | 1,458 |
| Value at 3/31/2025 close ($247.91/sh) | $361,453 |
| Ownership guidelines | Must hold JLL stock worth $575,000 by 5th anniversary; counts unvested RSUs, stock in lieu of cash, and deferred shares |
| Compliance status | Directors with 5+ years exceed guideline; Gore is in year 1 and not yet subject to compliance deadline |
| Hedging/pledging | Prohibited; pre‑clear trades; blackout periods; discourages hedging and requires justification/pre‑clearance for any such transactions |
Governance Assessment
- Committee fit and effectiveness: Gore’s audit, cybersecurity, and assurance background aligns directly with Audit & Risk Committee responsibilities (financial reporting integrity, internal audit, ERM, cybersecurity IT readiness). Her “audit committee financial expert” designation strengthens audit oversight quality .
- Independence and conflicts: Board determined independence; related‑party transactions subject to formal review/approval over $120,000; independence review found no material relationships; insider trading policy prohibits pledging/hedging; no director perquisites or meeting fees—positive alignment signals .
- Attendance and engagement: Board and committee attendance rates are strong (Board 7 meetings; at least 80% attendance per director; A&R 98% attendance), indicating high engagement; independent executive sessions held frequently, bolstering oversight without management present .
- Director pay structure: Equity‑heavy retainer and capped total comp promote alignment without performance creep; deferral flexibility supports long‑term ownership accumulation; pay levels benchmarked and modestly increased to peer median—no apparent pay inflation risk or red flags .
- Cyber oversight posture: Establishment of a Cybersecurity Subcommittee of Audit & Risk in 2024 enhances governance of IT risk; Gore’s background is well‑suited for this domain, supporting investor confidence in risk oversight .
RED FLAGS
- None identified in filings regarding conflicts, related‑party transactions, hedging/pledging, low attendance, or atypical director pay practices. Gore is early in tenure and below the 5‑year ownership guideline threshold, which is normal for a recent appointee .