Norma J. Lawrence
Marcus & MillichapAbout Norma J. Lawrence
Norma J. Lawrence is an independent director of Marcus & Millichap, Inc. (MMI), serving since 2013; she is 70 years old and currently chairs the Audit Committee and serves on the Nominating and Corporate Governance Committee . She is a former KPMG LLP audit partner specializing in real estate, is designated an SEC “audit committee financial expert,” and is financially literate under NYSE requirements . Lawrence holds a B.A. in mathematics and an M.B.A. in finance and accounting from UCLA and previously served on Broadmark Realty Capital Inc.’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner (Real Estate specialty) | 1979–2012 | Developed deep accounting/real estate expertise; basis for “audit committee financial expert” designation |
| Broadmark Realty Capital Inc. | Director | Previously served (years not specified) | Public board experience relevant to real estate finance and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Real Estate Investment Trusts; Pension Real Estate Association; National Council of Real Estate Investment Fiduciaries; California Society of CPAs; AICPA; WomenCorporateDirectors | Member | Not specified | Professional affiliations underscore industry and accounting expertise |
Board Governance
- Independence: The Board determined Lawrence is “independent” under SEC and NYSE rules; six of eight directors are independent .
- Committee assignments: Audit Committee Chair; member of Nominating & Corporate Governance Committee .
- Audit Committee qualifications: Lawrence is an SEC-defined “audit committee financial expert” and financially literate .
- Attendance: 2024 average Board and Committee attendance was 100%; Audit Committee average attendance was 100% .
- Board activity: Board held five meetings in 2024; committees held Audit (4), Compensation (5), Nominating (4), Executive (1) .
- Governance practices: CEO and Chair roles are separate; Lead Independent Director in place; independent standing committees; regular executive sessions of independent directors without management .
| Committee | Role | Meetings in 2024 | Attendance |
|---|---|---|---|
| Audit | Chair | 4 | 100% average |
| Nominating & Corporate Governance | Member | 4 | Included in 100% Board/committee average |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 65,000 | Standard annual cash fee for Board members |
| Audit Chair fee | 20,000 | Additional annual cash fee for chairing Audit |
| Nominating Committee member fee | 5,000 | Additional annual cash fee for committee membership |
| Total cash fees (Lawrence) | 90,000 | Matches disclosed cash fees earned |
| Director compensation limit | 500,000 | Stockholder-approved cap on annual director compensation |
Performance Compensation
| Equity Award Type | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting | Change-in-Control / Death/Disability |
|---|---|---|---|---|---|
| Restricted Stock | May 2, 2024 | 2,303 | 74,986 (2,303 × $32.56) | Vests at earlier of 1st anniversary or next annual meeting | Full acceleration upon change in control; full vesting upon death/disability after ≥1 year of service |
- Compensation mix emphasizes equity via fixed-value annual restricted stock grants; no performance awards, perquisites, or special benefits for directors .
- No options or PSUs are granted to non-employee directors; annual equity follows a one-year vest schedule .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| Broadmark Realty Capital Inc. | Director | Prior | Real estate finance board experience |
- Related-party exposure at MMI involves transactions with Marcus & Millichap Company (MMC), controlled by Board Chair George M. Marcus, including $1.9M brokerage commissions/fees and $1.2M Palo Alto office lease payments in 2024; Audit Committee oversees auditor independence and related-party policies .
- Independence determinations considered related-party transactions; Lawrence remained independent under SEC/NYSE standards .
Expertise & Qualifications
- Financial/accounting expert in real estate; SEC “audit committee financial expert” .
- Public company board experience; strong risk oversight and financial reporting governance .
- UCLA B.A. (Mathematics) and M.B.A. (Finance & Accounting) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Breakdown |
|---|---|---|---|
| Norma J. Lawrence | 27,274 | <1% | Includes 24,971 shares held by Lawrence Family Trust and 2,303 RSUs vesting 5/1/2025 |
- Stock ownership guidelines: Non-employee directors must hold ≥5× annual cash retainer within 5 years; as of March 12, 2025, all directors met the guideline .
- Insider trading policy prohibits hedging, short selling, and pledging of company stock; directors must retain 50% of vested shares during initial 5-year compliance period and 100% thereafter .
- Section 16(a) compliance: Company reports timely filings by directors in 2024; one late Form 4 by CEO due to administrative oversight (not Lawrence) .
Governance Assessment
- Board effectiveness and independence: Lawrence enhances financial oversight as Audit Chair and SEC “financial expert,” with perfect committee attendance and robust audit responsibilities including internal controls, cybersecurity risk disclosure considerations, and auditor independence .
- Alignment and incentives: Balanced cash/equity mix with fixed-value RS grants and strict ownership/holding policies supports investor alignment; absence of performance-based director awards reduces incentive to manage short-term metrics .
- Conflicts and related-party exposure: Ongoing transactions with MMC (controlled by Chair) present structural related-party exposure; Lawrence’s independence was affirmed and Audit Committee oversight and related-party policy are in place—key to monitoring risk .
- Signals: Separate Chair/CEO roles, Lead Independent Director, regular independent director sessions, and 100% attendance underpin governance quality; director compensation capped at $500k annually limits pay inflation risk .
RED FLAGS
- Structural related-party transactions with MMC (fees, rent) require continued rigorous Audit/Nominating oversight; not attributed to Lawrence but material to governance environment .
- Phoenix (entity affiliated with Chair) has 3,500,000 shares pledged as collateral—elevated risk at controlling holder level; not Lawrence’s shares .