Katherine Hatcher
About Katherine Hatcher
Independent director since 2019 (age 56), currently Chair of the Compensation Committee. Background includes development partner and former President & COO (2008–2021) at NewQuest Properties (commercial retail development) and eight years as President of Verizon Wireless’s Gulf Coast region; serves on the board of Stellar Bank and multiple Houston civic organizations, bringing deep retail development and store operations expertise . The Board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NewQuest Properties | President & COO; currently Development Partner | 2008–2021 (President & COO) | Led retail development from site selection through construction; retail operations execution |
| Verizon Wireless – Gulf Coast Region | President | 8 years | Led regional operations and growth; telecom leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stellar Bank | Director | Not disclosed | Banking oversight experience |
| Greater Houston Partnership; MD Anderson Board of Visitors; Children’s Museum of Houston; Houston Area Women’s Center; Youth About Business; Young Presidents’ Organization; Center for Houston’s Future (alumna) | Board/Member | Not disclosed | Community leadership and stakeholder engagement |
Board Governance
- Independence: Board determined Hatcher is independent (majority of Board is independent) .
- Committee leadership: Chair, Compensation Committee; 2024 Compensation Committee met four times .
- Board activity: Board held six meetings in 2024; all directors attended at least 75% of Board/committee meetings; most directors attended the 2024 annual meeting (all except one) .
- Compensation Committee responsibilities: Oversees CEO pay, overall executive pay structure, incentive design, and may engage independent advisors; all members are independent and non‑employee directors .
- Consultant use: Meridian Compensation Partners engaged; independence assessed, no conflicts; advised on peer group, pay levels/mix, design, dilution .
- Clawback policy: Dodd‑Frank compliant “no‑fault” clawback adopted October 24, 2023, covering incentive compensation upon restatements regardless of misconduct .
- Hedging restrictions: Insider Trading Policy prohibits short sales, options/derivatives, and hedging/monetization transactions .
| Committee | Hatcher’s Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 4 |
Fixed Compensation
| Year | Cash Fees ($) | Equity Retainer ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 101,250 | 100,000 (RS or RSUs; one‑year vest) | 201,250 | Non‑employee director annual retainers: $90,000 cash and $100,000 equity; Compensation Committee Chair retainer $15,000 |
- Structure unchanged for 2025 after Compensation Committee review with Meridian; next review expected in 2026 .
Performance Compensation
- Directors do not receive performance‑based cash bonuses; equity retainer is time‑based (one‑year vest), not contingent on performance metrics .
Other Directorships & Interlocks
- Current: Stellar Bank board .
- Compensation Committee interlocks: None; no insider participation; no cross‑board relationships involving Company executives on external compensation committees .
- Related‑party transactions: Audit Committee oversees related‑party reviews; the proxy does not disclose related‑party transactions involving Hatcher .
Expertise & Qualifications
- Retail development and operations expertise (site selection through construction; store operations) .
- Telecom leadership (regional president) .
- Civic and community board experience, stakeholder engagement .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 35,431 | As of March 5, 2025 |
| Shares outstanding | 54,350,924 | Record date March 5, 2025 |
| Ownership (% of outstanding) | ~0.065% | Calculated from disclosed figures |
| Unvested RSUs outstanding (12/31/2024) | 0 | Other non‑employee directors (including Hatcher) had zero RSUs outstanding as of year‑end |
| Hedging/Pledging | Hedging/derivatives prohibited by policy; no pledging disclosure in proxy |
Governance Assessment
- Strengths:
- Independent director chaired the Compensation Committee, with independent members and authority to engage advisors; no interlocks or insider participation .
- Robust governance infrastructure: majority‑independent Board, active committee cadence (Compensation met 4×; Board met 6×), and attendance threshold met .
- Formal clawback policy and strict insider trading/hedging restrictions enhance alignment and risk control .
- Transparent disclosure of director pay structure; no increase in director compensation for 2025 after external benchmarking .
- Watch items:
- CEO transition included a significant one‑time option grant (350,000 options, 10‑year term, cliff vest at 5 years) overseen by the Compensation Committee; investors may monitor future pay outcomes against performance to ensure alignment .
- No explicit director stock ownership guidelines disclosed; continued monitoring of individual director ownership and any pledging is prudent .
- Signals:
- Say‑on‑pay support was high (≈99% in May 2023), indicating broad shareholder endorsement of pay design; continued scrutiny under evolving performance measures remains appropriate .
- Section 16(a) delinquencies: several officers had late filings; Hatcher not named among delinquencies for 2024, supporting compliance posture .