Don C. Watters
Marcus & MillichapAbout Don C. Watters
Independent director at Marcus & Millichap, Inc. since 2013; age 82; currently Lead Independent Director and Chair of the Compensation Committee, with additional service on the Audit Committee . Background includes 28 years as a senior partner emeritus at McKinsey & Company, with a B.S. in engineering from the University of Michigan and an MBA from Stanford University . The Board class is Class III with nomination for re‑election in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Director (Senior Partner) Emeritus | 28 years (dates not individually listed) | Strategy, organization, operations leadership for Fortune 500 clients |
| Merant PLC (UK) | Director | Late 1990s–2004 | Public company board experience |
| Cunningham Communication, Inc. | Advisory Board Member | Not disclosed | Advisory capacity |
| San Jose Ballet; Tech Museum of Innovation; American Leadership Forum (Silicon Valley & National); United Way Silicon Valley; Bay Area Garden Railway Society | Non‑profit Director | Not disclosed | Community and governance leadership |
External Roles
| Organization | Role | Start–End | Notes |
|---|---|---|---|
| El Camino Hospital | Board of Directors | Not disclosed | Ongoing community/non‑profit governance |
| Other current public company boards | — | — | None disclosed beyond MMI |
Board Governance
- Lead Independent Director; responsibilities include coordinating independent director sessions, liaison to Board Chair, input on agendas and information flow .
- Committees: Compensation (Chair) ; Audit (member) .
- Independence: Board determined Watters is independent under NYSE and SEC rules .
- Attendance and engagement: Board held 5 meetings in 2024; average Board and committee attendance 100%, and no director attended fewer than 75% of meetings; Audit and Compensation Committees each reported 100% average attendance in 2024 .
- Stockholder engagement: Watters (as Lead Director and Compensation Chair) met with investors representing ~10% of outstanding shares during the outreach following the 2024 say‑on‑pay vote .
- Board classes: Watters is Class III; term to be set by 2025 election .
Fixed Compensation
| Component (2024) | Amount (USD) | Basis |
|---|---|---|
| Board annual cash retainer | $65,000 | Director compensation policy |
| Audit Committee member fee | $10,000 | Director compensation policy |
| Compensation Committee chair fee | $15,000 | Director compensation policy |
| Total cash fees earned | $90,000 | Director compensation table |
| Meeting fees | $0 | No meeting fees policy |
Performance Compensation
| Equity Grant | Grant Date | Shares | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual restricted stock (2024) | 2024-05-02 | 2,303 | $74,986 | Vests on earlier of 1st anniversary or next annual meeting | None; Company pays no performance awards to directors |
| Annual restricted stock (2025) | 2025-05-01 | 2,471 | Not disclosed in proxy; Form 4 price $30.35 | Policy indicates one-year vest; director awards accelerate on change in control or death/disability after one year | None; director program excludes performance awards |
The director equity program emphasizes fixed‑value restricted stock grants with one‑year vesting and expressly excludes performance‑based equity for directors .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks / Conflicts |
|---|---|---|---|
| Merant PLC | Public | Director (past) | Historical role; no current interlock disclosed |
| Compensation Committee Interlocks | — | — | No interlocks or Item 404 relationships for the Compensation Committee members in 2024 |
Expertise & Qualifications
- Strategic planning, organizational design, and operations expertise for complex organizations, built over 28 years at McKinsey .
- Financial and governance experience from prior public company board service (Merant PLC) and multiple non‑profit boards .
- Education: B.S. in engineering (University of Michigan) and MBA (Stanford University) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 19,070 |
| Components | 8,337 shares held by Don & Susan Watters Revocable Trust ; 2,303 RSUs scheduled to vest on 2025‑05‑01 |
| Ownership % of shares outstanding | <1% (indicated with asterisk in proxy) |
| Hedging/pledging | Company prohibits hedging and pledging by directors |
| Stock ownership guideline | 5x annual cash retainer for directors; all directors met guideline as of 2025‑03‑12 |
Insider trades (Form 4):
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-05 | 2025-05-01 | Award (restricted stock) | 2,471 | $30.35 | 13,204 | |
| 2024-05-06 | 2024-05-02 | Award (restricted stock) | 2,303 | $32.56 | 10,733 |
Governance Assessment
- Board effectiveness: Watters provides independent leadership as Lead Independent Director, chairs Compensation, and serves on Audit—aligning with best practices around independent oversight and executive session leadership .
- Independence and attendance: Determined independent by NYSE/SEC standards; Board and committee attendance metrics indicate full engagement (100% averages; no director below 75%) .
- Shareholder alignment: Director pay mix is balanced (cash retainer plus modest restricted stock with one‑year vesting); stock ownership guideline of 5x retainer met; no hedging/pledging permitted .
- Investor engagement signal: Watters’ direct participation in investor outreach and subsequent program changes (adding PSUs to executive LTI for 2025) reflect responsiveness to shareholder feedback following a 71% 2024 say‑on‑pay vote .
- Conflicts and related‑party transactions: No Item 404 relationships for Compensation Committee members; no Watters‑specific related‑party transactions disclosed; Company discloses ongoing related‑party arrangements with entities controlled by the Board Chair (separate from Watters) with transparent terms .
RED FLAGS: None disclosed specific to Watters. No pledging or hedging; no related‑party transactions; consistent attendance; independent committee leadership .