Deneen Donnley
About Deneen L. Donnley
Deneen L. Donnley (age 60) joined Piedmont Office Realty Trust’s board in February 2025 as an independent director. She serves as Senior Vice President and General Counsel of Consolidated Edison (NYSE: ED) and previously was Executive Vice President, Chief Legal Officer, and Corporate Secretary at USAA; she brings 20+ years of legal and corporate governance experience, and the board has affirmatively determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USAA (Fortune 150 diversified financial services) | Executive Vice President, Chief Legal Officer, Corporate Secretary | 2015–2019 | Strategic advisor to CEO and board; led legal/governance functions |
| Consolidated Edison (NYSE: ED) | Senior Vice President and General Counsel | 2020–present | Oversees legal for a major regulated utility; governance and risk oversight expertise |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| M1 Finance | Director | 2022 | Board role at a financial technology firm |
| Consolidated Edison clean energy and transmission subsidiaries | Director | 2020 | Subsidiary board roles within ED complex |
| USAA Life Insurance; USAA Property & Casualty subsidiaries | Director | 2015–2019 | Prior subsidiary board roles |
| Girls Inc. of New York City; Leadership Council on Legal Diversity; Fordham Law Alumni Association; NACD General Counsel Steering Committee | Director/Member | — | Non-profit and professional leadership |
Board Governance
- Independence: The board has determined Ms. Donnley is independent under NYSE standards.
- Board leadership: Chair and CEO roles are separated; Kelly H. Barrett serves as Board Chair.
- Committee assignments: As of the 2025 proxy, Ms. Donnley (appointed Feb 2025) was not yet assigned to standing committees (Audit, Compensation, Nominating & Governance, Capital).
- Meeting attendance: In 2024, each then-serving director attended >75% of their board/committee meetings; Ms. Donnley joined in 2025, so 2024 attendance does not apply.
- Meetings held in 2024: Board (9), Audit (6), Nominating & Governance (4), Compensation (6), Capital (4).
- Majority voting and term limits: Majority voting policy for director elections (resignation required if “AGAINST” > “FOR” in uncontested elections); non-employee director term limit of 15 years (board may grant exceptions).
Fixed Compensation (Non-Employee Director Framework)
| Component | 2024 Amount | Effective Jan 1, 2025 | Notes |
|---|---|---|---|
| Annual cash retainer (directors) | $80,000 | $85,000 | Paid in cash |
| Audit Committee member (excl. Chair) | $87,500 | $95,000 | Additional to cash retainer |
| Board Chair additional retainer | $50,000 | $60,000 | Paid to Board Chair |
| Committee Chair retainers | Audit: $22,500; Compensation: $17,500; Nominating & Gov.: $15,000; Capital: $12,500 | Each increased by $2,500 | Paid in cash |
Note: Directors also receive reimbursement of reasonable out-of-pocket expenses; no perquisites are provided.
Performance Compensation (Director Equity)
| Program | 2024 | Effective Jan 1, 2025 | Vesting |
|---|---|---|---|
| Annual director equity award | $100,000 in common stock | $105,000 in common stock | Vests on the earlier of the next annual meeting or first anniversary of grant |
Ms. Donnley did not receive 2024 director compensation because she joined the board in February 2025.
Other Directorships & Interlocks
| Company | Listing status | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Piedmont Office Realty Trust, Inc. | NYSE: PDM | Independent Director | Current role |
| Consolidated Edison (parent) | NYSE: ED | Executive (SVP & GC) | Director roles are at ED subsidiaries; no related-party transactions disclosed with Piedmont in 2024–YTD proxy period |
| M1 Finance | Private | Director | Private company directorship |
- Related-party/Conflict review: Company policy requires review of any related-person transactions; none requiring disclosure since Jan 1, 2024.
Expertise & Qualifications
- General Counsel/Legal: Extensive public company legal, regulatory, and governance leadership (ED; prior USAA CLO/Corp Sec).
- Board governance: Service on corporate and subsidiary boards; active in NACD GC Steering Committee and multiple non-profit boards.
- Risk oversight: Background spans regulated utility operations and financial services governance, supporting board oversight of compliance and enterprise risks.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 0 shares; 0.00% of outstanding |
| Director stock ownership guideline | Lesser of 27,500 shares or $400,000 (effective Jan 1, 2025) |
| Compliance status/timeline | New 2025 appointee; has until 2031 to meet guideline |
| Hedging/pledging | Prohibited for directors; no pledges by directors or officers |
Insider Trades (Form 4)
| Trade Date | Filing Date | Transaction | Security/Amount | Notes |
|---|---|---|---|---|
| 2025-05-07 | 2025-05-08 | Initial director grant (RSUs) | 2,312 RSUs (each RSU = 1 share) | Reported on Form 4; RSUs represent contingent right to common share delivery; consistent with director equity award policy |
Governance Assessment
-
Strengths
- Independent status; separation of Chair/CEO; majority independent board; robust self-evaluation process.
- Majority voting policy and director term limits enhance accountability and refreshment.
- Clear director compensation framework blending cash retainer with equity; equity vests by next annual meeting, aligning with shareholder experience.
- Stock ownership guidelines; prohibition on hedging/pledging; no related-party transactions disclosed.
-
Watch items
- As a new appointee, Ms. Donnley had 0 beneficially owned shares as of Feb 28, 2025; however, initial RSU grant reported in May 2025 begins building alignment and she has until 2031 to meet ownership guidelines.
- Committee assignments were not yet designated in the 2025 proxy; monitor subsequent committee placement to gauge influence (e.g., audit/risk or nominating/governance fit given legal background).
-
Market-facing signals
- 2024 Say-on-Pay support was ~93%, indicating broad shareholder approval of compensation governance; continued investor engagement is highlighted by management.
Conclusion: Ms. Donnley adds seasoned legal and governance expertise from regulated utilities and financial services. No conflicts or related-party issues are disclosed, independence is affirmed, and alignment mechanisms (equity grant, ownership guidelines, hedging/pledging prohibitions) are in place. Near-term focus is on monitoring committee assignments and progression toward ownership guidelines to demonstrate ongoing alignment with shareholders.