Jane Silfen
About Jane Silfen
Independent director since 2019 (age 39), with investment and sustainability expertise. She is Vice President at Mayfair Management Co., Inc. (family office) since 2015; previously in investment banking at Goldman Sachs (2007–2010), Vice President at Encourage Capital (2014–2017), founder of Mayfair Advisors (2019), and Operating Advisor then Managing Director at WindSail Capital Group (2019–2023). She holds a BA from the University of Pennsylvania, an MPP and MBA from Harvard, and is a CFA charterholder . She is classified as independent under Nasdaq standards and served 100% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mayfair Management Co., Inc. | Vice President | 2015–present | Oversees public and private investments |
| Goldman, Sachs & Co. | Investment Banking | 2007–2010 | Early career training; transaction experience |
| Encourage Capital, LLC | Vice President | 2014–2017 | Sustainable investing experience |
| Mayfair Advisors | Founder | 2019 | Clean technology investment consultancy |
| WindSail Capital Group | Operating Advisor; Managing Director | 2019–2023 | Growth financing for decarbonization companies |
External Roles
No other public company board directorships were disclosed for Ms. Silfen in the proxy .
Board Governance
- Committees: Compensation Committee member (also a signatory on the Compensation Committee Report), Nominating & Governance (N&G) Committee member; appointed to N&G on Oct 30, 2024 .
- Independence: Board has seven independent directors; all committee members are independent; Ms. Silfen is independent .
- Attendance: Board held four meetings in 2024; each director attended 100% of Board and committee meetings; independent directors met in executive session at all regular meetings .
- Lead Independent Director: Les Chao; independent-only committees and regular executive sessions support oversight .
- Risk oversight: Audit oversees ERM and cybersecurity; Compensation oversees human capital and comp risk; N&G oversees governance and sustainability .
Fixed Compensation
Program structure (non-employee directors):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Paid to all non-employee directors |
| Committee chair fee (Audit) | $25,000 | Additional cash retainer |
| Committee chair fee (Compensation) | $20,000 | Additional cash retainer |
| Committee chair fee (N&G) | $20,000 | Additional cash retainer |
| Non-chair committee member fee | $15,000 | Per committee; Audit/Comp/N&G |
| Lead Independent Director fee | $45,000 | Additional cash retainer |
Ms. Silfen – 2024 director compensation:
| Fees Earned (Cash) | Stock Awards (Grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|
| $82,568 | $110,000 | $5,303 | $197,871 |
Notes:
- Annual equity grant value set at $110,000, delivered in restricted stock or Class B Units immediately after the Annual Meeting; vests fully at next Annual Meeting or first anniversary, subject to service .
- As of Dec 31, 2024, Ms. Silfen held 3,364 unvested restricted shares .
Performance Compensation
Directors do not receive performance-based equity or options; annual equity is time-based restricted stock/Class B Units with standard vesting. The company prohibits option repricing or buyouts of underwater options, and there are no uncapped incentive awards for directors .
- Annual equity grant: $110,000; vest on earlier of next Annual Meeting or one-year anniversary .
- No director performance metrics (TSR/FFO/NOI) tied to director pay were disclosed; such metrics apply to executive LTI and annual incentive plans, not directors .
Other Directorships & Interlocks
| Company | Role | Committee | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or interlocks disclosed for Ms. Silfen |
Expertise & Qualifications
- Investment and capital markets: Vice President at Mayfair Management; prior Goldman Sachs IB; WindSail/Encourage roles .
- Clean technology and sustainability expertise; founder of Mayfair Advisors .
- Education: BA (UPenn); MPP and MBA (Harvard); CFA charterholder .
- Governance: Serves on Compensation and N&G Committees; signatory to Compensation Committee Report .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (common) | 18,567 shares | Includes 3,364 unvested restricted shares |
| Ownership % of outstanding | <1% | Company reports “less than 1%” for each director; total common shares outstanding 125,371,924 as of Mar 7, 2025 |
| Vested vs. unvested | 3,364 unvested restricted shares | As of Dec 31, 2024 |
| Pledging/Hedging | Prohibited | Company prohibits hedging and pledging by directors, officers, employees |
| Ownership guidelines | 5x annual retainer for non-management directors | To be met within five years; if below due to price decline, must retain all shares until back in compliance |
| Compliance status | Directors with ≥5 years are in compliance as of Mar 19, 2025 | Ms. Silfen has been a director since 2019 |
Governance Assessment
- Committee assignments and engagement: Active on Compensation and N&G; signatory on the Compensation Committee Report, indicating direct involvement in executive pay oversight .
- Independence and attendance: Independent director with 100% meeting attendance in 2024; committees comprised solely of independent directors .
- Director pay alignment: Mix of cash retainer, committee fees, and annual equity ($110k) with time-based vesting; stock ownership policy requires 5x retainer, with company indicating five-year directors are compliant—supports skin-in-the-game .
- Potential conflicts: No related-party transactions involving Ms. Silfen disclosed; related-party items in the proxy center on Mr. Edison, Messrs. Murphy/Myers, and Ms. Wang (director and Mr. Edison’s daughter) .
- Shareholder signals: 2024 say-on-pay support at 97.5% suggests strong investor confidence in compensation governance .
- RED FLAGS: None disclosed for Ms. Silfen (no hedging/pledging; no related-party exposure; no overboarding noted; full attendance) .