Laurie L. Dotter
About Laurie L. Dotter
Laurie L. Dotter is an independent Class I director of Stratus Properties Inc. (STRS), age 64, serving since 2021, and sits on the Audit and Compensation Committees; the Board has determined she is independent under NASDAQ standards and she is designated an “audit committee financial expert.” She is the retired President of Transwestern Corporate Properties, holds a B.B.A. in Accounting from Texas A&M University, and is a Texas CPA, bringing 30+ years of real estate investment and finance experience to STRS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transwestern Investment Group | President | 2010–2016 | Led formation and capitalization of large-scale vehicles >$2B; real estate investment leadership |
| Transwestern Corporate Properties | President | 2016–2017 | Led corporate properties initiatives; executive leadership |
| Hunt Realty Investments (Hunt Oil Co.) | Executive Investment Officer | 1998–2010 | Institutional investing across real estate; portfolio oversight |
| Teacher Retirement System of Texas | Director of Real Estate Investments | 1993–1998 | Pension real estate investments; fiduciary oversight |
| PricewaterhouseCoopers | Director, Financial Consulting Services | 1989–1993 | Accounting/financial consulting; technical finance |
| Parkway Properties, Inc. (public REIT) | Director | 2010–2016 | Audit Chair; Compensation Committee member |
| PREA Plan Sponsor Council | Vice Chairman | 2008–2010 | Industry leadership in pension real estate |
| Dottid (SaaS CRE mgmt) | Governing Board Member | 2021–2024 | Technology oversight in commercial RE; governance |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| Employee Retirement System of Texas | Chair, Investment Advisory Board | Since 2024 | Public pension oversight; governance chair role |
| Texas Treasury Safekeeping Trust Company | Member, Comptroller’s Investment Advisory Board | Since 2009 | State investment advisory; long-tenured fiduciary |
| SWK Holdings Corporation (public) | Chair of the Board; Chair, Audit Committee | Current | Life science-focused specialty finance; audit leadership |
Board Governance
- Independence: Board affirms independence of Ms. Dotter under NASDAQ standards; STRS has 6 of 7 independent directors; all three standing committees are 100% independent .
- Committees: Audit Committee member (committee determined she is an audit committee financial expert), Compensation Committee member; audit oversight includes cybersecurity and related-party review; compensation oversight includes executive pay, director pay, succession, culture/HCM .
- Attendance & Meetings: Board met 8 times in 2024; each director attended over 92% of Board and committee meetings; independent directors meet in executive sessions .
- Overboarding policy: Limits set at 4 public boards for all directors; audit committee service capped at 3 audit committees, consistent with independence and capacity expectations .
- Policies: Stock ownership guidelines; anti-hedging and anti-pledging (no new pledges since Mar 3, 2016) for insiders; robust governance guidelines and committee charters publicly available .
Fixed Compensation
| Component (2024) | Amount | Basis |
|---|---|---|
| Annual Board Retainer (cash) | $35,000 | Standard non-employee director fee schedule |
| Audit Committee Member fee | $7,500 | Member (non-chair) |
| Compensation Committee Member fee | $6,000 | Member (non-chair) |
| Total Cash Fees | $48,500 | Sum of above components |
| Cash → Stock election | 50% of annual cash retainer paid in common stock | Ms. Dotter elected equity in lieu of 50% cash retainer |
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant (director program) | May 9, 2024 | 2,720 | $65,008 | 100% on 1st anniversary; accelerates on death, disability, retirement, or if not re-nominated | Target value $65,000; shares determined by grant-date close; time-based vesting |
| Outstanding RSUs (as of 12/31/2024) | Various | 3,070 | N/A | Per award terms | Aggregate outstanding as-of date for non-employee directors including Ms. Dotter |
Performance metrics tied to director equity were not disclosed; director RSUs vest time-based (no TSR/financial hurdles) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Committee/Interlock Notes |
|---|---|---|---|
| SWK Holdings Corporation | Public company | Chair of Board; Audit Chair | No STRS-related party transactions disclosed involving Ms. Dotter |
| Parkway Properties, Inc. | Public REIT (prior) | Director | Audit Chair; Compensation member (historical) |
| State of Texas entities | Public sector | ERS IAB Chair; TTSTC IAB Member | Investment advisory roles; fiduciary oversight |
Expertise & Qualifications
- CPA (Texas) with B.B.A. in Accounting (Texas A&M University); extensive accounting and audit oversight credentials; designated audit committee financial expert by STRS Board .
- 30+ years in real estate investments, capital formation (> $2B vehicles), and institutional portfolio management; executive leadership at Transwestern, Hunt Realty, and TRS Texas .
- Governance leadership across public boards (audit and compensation committees), and chair roles in public and public-sector institutions .
Equity Ownership
| Category (as of Mar 26, 2025) | Shares | % Outstanding | Notes |
|---|---|---|---|
| Shares not subject to vesting within 60 days | 11,161 | <1% | Direct/indirect holdings |
| Shares subject to vesting of RSUs within 60 days | 2,720 | <1% | 2024 director RSUs vesting window |
| Total beneficial ownership | 13,881 | <1% | Aggregate per proxy table |
| Additional unvested RSUs (not in above) | 350 | N/A | Unvested beyond 60 days |
| Director ownership guideline | 3x annual retainer ($105,000 total) | N/A | Applies to non-employee directors |
| Guideline compliance | Exceeded | N/A | All non-employee directors exceeded as of Mar 26, 2025 |
| Hedging/Pledging | Hedging prohibited; no new pledges since 3/3/2016 | N/A | Insider Trading Policy |
Governance Assessment
- Strengths: Independent director with audit financial expert designation; high meeting attendance culture; strong committee coverage (audit, compensation); elected to take part of cash retainer in stock, reinforcing alignment; director ownership guidelines with confirmed compliance; anti-hedging/pledging policies reduce misalignment risk .
- Compensation structure: Director equity target increased from $45,000 to $65,000 beginning in 2023 following independent consultant review (FTI), aligning with market and enhancing equity-based alignment; no meeting fees; straightforward cash+RSU mix .
- Conflicts/Related-party: No related-party transactions involving Ms. Dotter disclosed; audit committee reviews and pre-approves related-party transactions per policy; presence of a designated director from a significant shareholder (LCHM Holdings) is managed via policy restrictions and committee independence .
- Signals: 2024 say-on-pay support at ~95% and continued robust governance practices (lead independent director, annual evaluations, overboarding limits) support investor confidence; Ms. Dotter’s public-sector investment oversight roles add fiduciary rigor to capital allocation oversight .