Mary Hager
About Mary M. Hager
Independent director of Piedmont Office Realty Trust (PDM); age 65; director since 2022; serves on the Nominating & Corporate Governance Committee and the Capital Committee. Senior Advisor and Board member at Greystar; co‑founded and served as Co‑CEO of Thackeray Partners; prior 16 years with Trammell Crow in multiple roles. Brings 35+ years in real estate investing, portfolio management, fundraising, and asset management; affirmed independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greystar | Senior Advisor; Board of Directors member; co-led Greystar‑Thackeray and Greystar’s commercial real estate businesses; served on Greystar Global Investment Committee and Executive Committee | Since 2021 (joined Greystar in 2021) | Strategy, investments, executive/IC participation; deep industry network |
| Thackeray Partners | Co‑CEO and Co‑Founder; sponsored five private equity funds | Founded 2005; prior to 2021 Greystar combination | Overall strategy, partner communications, deal sourcing, asset management, fund administration |
| Trammell Crow Company (and Crow‑affiliated entities) | Various roles in real estate | Prior 16 years before founding Thackeray | Broad operating, investment and development experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Texas Real Estate Center | Executive Council member; past Chair of the Advisory Council | Not disclosed | Academic/industry bridge |
| Urban Land Institute (ULI) and ULI Foundation | Past Americas Global Governing Trustee; served on ULI Foundation Board and Investment Committee; past Chair of a national product council | Not disclosed | Sector leadership; governance/investment oversight |
| Greystar | Member, Board of Directors | Since 2021 | Private company board (not a public interlock) |
Board Governance
- Independence: Classified independent; the board has a super‑majority of independent directors and separates Chair and CEO roles (Chair: Kelly Barrett).
- Committee assignments (current): Nominating & Corporate Governance; Capital (not a chair).
- Attendance and engagement: Each 2024 board member attended >75% of board/committee meetings (Board met 9x; committees: Audit 6x; Nominating & Governance 4x; Compensation 6x; Capital 4x).
- Annual meeting participation: All directors at the time attended the 2024 annual meeting virtually.
- Stock ownership guidelines (directors): Required to own the lesser of 27,500 shares (effective Jan 1, 2025; previously 22,000) or $400,000; Hager joined in 2022 and has until 2028 to comply. Hedging and pledging are prohibited.
- Related‑party transactions: None requiring disclosure since Jan 1, 2024; Code of Ethics requires review/approval of any potential conflicts.
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $80,000 | Standard non‑employee director annual cash retainer in 2024 |
| Equity award (time‑based) | $100,000 | Common stock; vests earlier of next annual meeting or 1‑year anniversary |
| Total 2024 compensation | $180,000 | 2024 compensation paid to Hager |
| Structure updates (effective 1/1/2025) | Cash retainer increased to $85,000 ($95,000 for Audit Committee members excl. Chair); annual director equity to $105,000; Board Chair retainer to $60,000; committee chair retainers +$2,500 | Program changes for 2025 |
- Mix: Approximately 56% equity / 44% cash in 2024 (derived from above).
- No meeting fees or perquisites; reasonable out‑of‑pocket expenses reimbursed.
Performance Compensation (Directors)
- Non‑employee directors do not have performance‑conditioned compensation; equity awards are time‑based and vest on tenure schedule (earlier of next annual meeting or one year). No performance metrics apply to director equity.
Other Directorships & Interlocks
| Company | Public? | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Greystar | Private | Board member | No related‑party transactions disclosed with PDM; Code/committee oversight for conflicts in place. |
| Public company boards | — | None disclosed | No public interlocks disclosed in PDM’s proxy. |
Expertise & Qualifications
- Real estate investment and portfolio management across office, multifamily, industrial, and mixed‑use; co‑sponsored five private equity funds; extensive asset management and capital markets experience.
- Governance and ESG: Serves on PDM’s Nominating & Corporate Governance Committee, which oversees ESG; past ULI governance roles.
- Industry leadership and network: Long‑standing roles at ULI and the UT Real Estate Center.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Guideline Status | Pledging/Hedging |
|---|---|---|---|---|
| Mary M. Hager | 19,585 | 0.02% | Director guideline: lesser of 27,500 shares (effective 1/1/2025) or $400,000; Hager (joined 2022) has until 2028 to comply | Hedging and pledging prohibited; no pledges by directors reported |
Governance Assessment
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Strengths
- Independent director with deep operating and investment experience across real estate cycles; sits on key Nominating & Governance and Capital committees aligned to her background.
- Clean conflicts profile: no related‑party transactions; company prohibits hedging/pledging; robust conflict‑review process.
- Engagement and oversight: Board separation of Chair/CEO; >75% attendance; committee independence; ESG oversight embedded in Nominating & Governance.
- Director pay structure balanced, with more than half in equity to align incentives; no perqs/meeting fees.
-
Watch items / potential risks
- Ownership guideline status: Hager has until 2028 to meet enhanced director ownership requirements; current beneficial ownership (19,585 shares) suggests continued accumulation needed to reach share‑count guideline if used as the threshold.
- Industry overlap: Concurrent Greystar board role could present hypothetical competitive sensitivities; however, PDM discloses no related‑party transactions and maintains strong conflict‑review protocols.
-
Broader governance signals
- Say‑on‑Pay support was strong (93% in 2024), indicating general investor comfort with compensation governance under the board’s oversight.