Stephen Lewis
About Stephen E. Lewis
Independent director of Piedmont Office Realty Trust (PDM); age 58; joined the board in February 2025 after a 33-year career at Troutman Pepper, where he served in multiple leadership roles culminating as Chair and Chief Executive Officer (2016–2023) before retiring at year-end 2024. His background centers on corporate governance and transactions, including M&A, joint ventures, and general corporate matters; the board has affirmed his independence under NYSE standards.
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Troutman Pepper | Chair & Chief Executive Officer | 2016–2023 | Led national law firm; governance and executive leadership |
| Troutman Pepper | Managing Partner; Corporate Department Chair (prior roles) | Part of 33-year career (dates not specified) | Oversaw corporate practice; client execution across M&A, JVs, corporate matters |
| Troutman Pepper | Partner/Attorney | 33-year career, retired end of 2024 | Represented real estate industry clients; corporate and legal governance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNC School of Law Alumni Association | Director; Nominating Committee Member | Current (as disclosed) | Alumni governance participation |
Board Governance
- Independence: The board affirmatively determined Lewis is independent under NYSE standards.
- Committee assignments: As of the 2025 proxy, no committee assignments are listed for Lewis. Current committee chairs: Audit (Barrett), Compensation (Cohen), Nominating & Governance (Lang), Capital (Taysom).
- Board leadership: Chair and CEO roles are separated; Kelly H. Barrett serves as independent Chair and presides at executive sessions.
- Meetings/attendance context: In 2024, the Board met 9 times; Audit 6; Nominating & Governance 4; Compensation 6; Capital 4. Each 2024 director attended >75% of applicable meetings (Lewis joined in 2025).
- Election results (2025 Annual Meeting): Lewis received strong support: 88,689,808 For; 404,373 Against; 206,180 Abstain; broker non-votes 13,871,969.
2025 Director Election Result – Stephen E. Lewis
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 88,689,808 | 404,373 | 206,180 | 13,871,969 |
Fixed Compensation
Program terms for non-employee directors (effective Jan 1, 2025), as disclosed:
| Component | Amount / Term |
|---|---|
| Annual cash retainer (non-employee directors) | $85,000 |
| Annual cash retainer (Audit Committee members, excluding Chair) | $95,000 |
| Additional Board Chair retainer | $60,000 |
| Committee Chair retainers | Audit: $25,000; Compensation: $20,000; Nominating & Governance: $17,500; Capital: $15,000 |
| Annual equity award (non-employee directors) | $105,000 in common stock (from 2025) |
| Vesting (annual director equity awards) | Vests at earlier of first anniversary or next annual meeting |
| Perquisites | None (reasonable out-of-pocket expense reimbursement only) |
Note: Ms. Donnley and Messrs. Lewis and Donnelly joined in Feb 2025 and did not receive 2024 director compensation.
Performance Compensation
Non-employee director compensation is not performance-based; annual director equity awards are time-based and vest on the earlier of the first anniversary or the next annual meeting.
| Metric | Applies to Directors? | Notes |
|---|---|---|
| Performance metrics (TSR, FFO, ESG, etc.) | No | Director equity awards are time-based; no performance measures disclosed for director pay |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| UNC School of Law Alumni Association | Non-profit | Director; Nominating Committee | None disclosed with PDM |
- No other public company directorships for Lewis are disclosed in the 2025 proxy.
- No related-party transactions requiring disclosure (Item 404(a)) since Jan 1, 2024.
Expertise & Qualifications
- Legal/corporate governance expertise; advised clients across industries on M&A, joint ventures, and general corporate matters; experience with real estate industry clients.
- Over 30 years of corporate and legal governance experience; the board noted he is well qualified to serve as a director for PDM.
Equity Ownership
| Holder | Shares Beneficially Owned (2/28/2025) | % Outstanding | Notes |
|---|---|---|---|
| Stephen E. Lewis | — (0) | 0.00% | As of the beneficial ownership table date |
| Director ownership guidelines | Lesser of 27,500 shares or $400,000 | N/A | New directors (including Lewis) have until 2031 to comply |
| Hedging/pledging | Prohibited | N/A | Insider Trading Policy prohibits hedging/pledging; no shares of directors/officers are pledged |
Say-on-Pay & Shareholder Feedback (Context)
| Year/Proposal | For | Against | Abstain | Broker Non-Votes / Approval Note |
|---|---|---|---|---|
| 2025 – Say-on-Pay (Advisory) | 85,314,153 | 3,642,473 | 345,082 | Broker non-votes: 13,871,969 |
| 2024 – Say-on-Pay (Advisory) | ~93% approval | — | — | As disclosed in 2025 proxy |
Governance Assessment
- Independence and credentials: Independent status affirmed; extensive legal and governance background complements board oversight in transactions and compliance.
- Committees/engagement: No committee assignments listed yet; board workload in 2024 was substantive (multiple committee meetings), suggesting meaningful committee opportunities ahead for Lewis.
- Shareholder support: Very strong 2025 election support (88.7M For vs. 0.4M Against), a positive signal for investor confidence.
- Ownership alignment: Directors are subject to robust ownership guidelines (27,500 shares or $400,000) with compliance windows for new directors; hedging/pledging prohibited and no pledges outstanding.
- Conflicts/related parties: No related-party transactions reported since Jan 1, 2024; Code of Ethics and committee review processes address conflict risks.
- Board structure and practices: Independent Chair, majority voting policy for directors, and 15-year term limits (with exceptions) support board accountability and refreshment.
RED FLAGS: None identified specific to Stephen E. Lewis based on disclosed information (no related-party transactions; no pledging; strong election support). Continue to monitor for any future legal services relationships with Troutman Pepper; none are disclosed for the covered period.