Lauralee E. Martin
Marcus & MillichapAbout Lauralee E. Martin
Independent Class II Director at Marcus & Millichap, Inc. (MMI) since 2019; age 74. Former CEO and President of Healthpeak Properties, Inc. (formerly HCP; now DOC); prior senior roles at Jones Lang LaSalle (CFO; COO/CFO; CEO, Americas) and Heller Financial. Serves on MMI’s Audit Committee (designated an “audit committee financial expert”) and Executive Committee; determined independent under NYSE and SEC rules. Education: B.A., Oregon State University; M.B.A., University of Connecticut. Current term expires at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthpeak Properties, Inc. (DOC; formerly HCP) | Chief Executive Officer and President | Oct 2013 – Jul 2016 | Led REIT focused on healthcare real estate |
| Jones Lang LaSalle, Inc. | CEO, Americas Division | Jan 2013 – Oct 2013 | Ran Americas operations for global real estate services firm |
| Jones Lang LaSalle, Inc. | EVP & CFO; later COO & CFO | Jan 2002 – Jan 2013 (CFO through Oct 2005; COO/CFO Oct 2005–Jan 2013) | Finance, operations, investor relations, banking relationships |
| Heller Financial, Inc. | VP; CFO; Senior Group President; President, Real Estate Group | 15 years (dates not individually specified) | Led real estate finance group; broad commercial finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kaiser Aluminum Corporation | Director | Current | Public company directorship |
| QuadReal Property Group | Director | Current | Global real estate investment firm |
| Beacon Capital Partners | Advisor | Current | Advisor to private real estate investment firm |
| Healthpeak Properties, Inc. | Former Director | Prior | Prior board service |
| ABM Industries | Former Director | Prior | Prior board service |
| KeyCorp | Former Director | Prior | Prior board service |
| Gables Residential Trust | Former Director | Prior | Prior board service |
Board Governance
- Independence: Board determined Ms. Martin is independent under NYSE/SEC standards. She serves on independent standing committees.
- Committees: Audit Committee member (Audit Chair: Norma J. Lawrence); designated an “audit committee financial expert.” Executive Committee member (Executive Chair: George M. Marcus).
- Attendance and engagement: In 2024, Board held 5 meetings; Audit held 4; Executive held 1. No director attended fewer than 75% of Board/committee meetings; average committee attendance reported as 100%.
- Board structure: Separate Chair (George M. Marcus), Lead Independent Director (Don C. Watters), and CEO (Hessam Nadji). Class II director; term ends at 2027 meeting.
- Shareholder alignment policies: Stock ownership guidelines for directors; prohibition on hedging and pledging; compensation recovery policy for executives.
Fixed Compensation
| Component (Director) | Amount / Detail | Evidence |
|---|---|---|
| 2024 Cash Fees (actual) | $85,000 | |
| 2024 Equity Grant (grant-date value) | $74,986 | |
| 2024 Total Director Comp (cash + equity) | $159,986 | |
| Annual Board cash retainer (policy) | $65,000 | |
| Audit Committee member fee (policy) | +$10,000 (member); +$20,000 (chair) | |
| Executive Committee member fee (policy) | +$10,000 (independent members) | |
| Annual director equity (policy) | $75,000 in restricted stock; one-year vest | |
| Ownership guideline (director) | 5x annual cash retainer; all directors met guideline as of Mar 12, 2025 |
Note: Ms. Martin’s $85,000 cash fees align with policy rates for Board retainer ($65,000), Audit member ($10,000), and independent Executive Committee member ($10,000).
Performance Compensation
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| May 2, 2024 | Restricted Stock | 2,303 | $74,986 | Vests on earlier of first anniversary or next annual meeting |
- No director performance awards (no options/PSUs for directors); equity is time-based restricted stock with one-year vesting.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| Kaiser Aluminum Corporation | Director | No MMI-related transactions disclosed involving Ms. Martin. |
| QuadReal Property Group | Director | No MMI-related transactions disclosed involving Ms. Martin. |
| Beacon Capital Partners | Advisor | No MMI-related transactions disclosed involving Ms. Martin. |
| Prior: Healthpeak, ABM Industries, KeyCorp, Gables Residential Trust | Former Director | Historical roles; no current MMI conflicts disclosed. |
Expertise & Qualifications
- Real estate services leadership (CEO of Healthpeak; CEO Americas and COO/CFO at JLL); extensive acquisition evaluation and investor relations.
- Finance and accounting depth; designated “audit committee financial expert.”
- Banking and capital markets experience; managed banking relationships at JLL/Heller.
- Education: B.A. (Oregon State University); M.B.A. (University of Connecticut).
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 13,556 shares (includes 2,303 restricted shares vesting May 1, 2025) |
| % of shares outstanding | ~0.035% (13,556 / 39,198,040 outstanding) |
| Vested vs. unvested | 2,303 shares subject to vesting as of year-end/record date window; remainder held outright |
| Pledged or hedged shares | None disclosed for Ms. Martin; directors prohibited from hedging/pledging under policy |
Governance Assessment
Strengths
- Independent director with deep real estate services and finance operating experience; designated audit committee financial expert.
- Strong engagement/attendance culture: no director below 75% in 2024; committees reported 100% average attendance.
- Alignment mechanisms: meaningful equity component ($74,986 restricted stock) and 5x retainer stock ownership guideline met by all directors as of March 12, 2025.
- Risk controls: prohibitions on hedging/pledging, independent committee structures, compensation recovery policy for executives.
Watch items and context for investors
- Concentrated control/insider influence at the company level: Chair George M. Marcus beneficially owns 38.3% and 3.5 million shares at Phoenix are pledged as collateral (systemic governance consideration; not specific to Ms. Martin).
- Executive Committee authority is broad (may act on matters including administering stock plans); however, Ms. Martin’s presence as an independent member supports oversight.
- 2024 say‑on‑pay support fell to ~71% (vs. ~93% in 2023), prompting changes to add PSUs in 2025; shows active shareholder scrutiny of pay practices (context, not director‑specific).
Related‑party transactions and conflicts
- Company has ongoing related‑party ties to Marcus & Millichap Company (MMC) (services, fees, lease) due to legacy structure; 2024 transactions disclosed. No transactions involving Ms. Martin identified above $25,000 since Jan 1, 2024.
Director compensation structure quality
- Balanced mix of cash ($85,000) and equity ($74,986) with one‑year vest and no performance awards or perquisites; stockholder‑approved $500,000 annual director cap.