Michael D. Madden
About Michael D. Madden
Michael D. Madden, age 76, is an independent director of Stratus Properties Inc. (STRS) and has served on the Board since 1992, bringing over three decades of investment banking and private equity experience. He holds an MBA in Finance from the Wharton School (University of Pennsylvania) and a BA in Economics from Le Moyne College, and is recognized by the Board as an audit committee financial expert . The Board has affirmatively determined he is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackEagle Partners, LLC | Managing Partner and co-founder | Apr 2005–present | Private equity leadership and capital markets expertise |
| Hanover Advisors L.L.C. | Chairman of the Board | 1995–present | Investment banking oversight; capital markets |
| US LBM Holdings, Inc. | Director | Apr 2017–2020 | Specialty building materials distribution; board service |
| Questor Management Co. | Partner | 1999–2005 | Merchant banking; strategic finance |
| Beacon Group Holdings | Partner | 1996–1999 | Merchant bank; business development |
| PaineWebber Inc. | Vice Chairman | 1994–1995 | Investment banking leadership |
| Kidder Peabody & Co., Inc. | Executive Managing Director; Head of Global Business Development | 1993–1994 | Global origination; corporate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BlackEagle Partners, LLC | Managing Partner | Apr 2005–present | Co-founder; private equity firm |
| Hanover Advisors L.L.C. | Chairman of the Board | 1995–present | Investment bankers |
Board Governance
- Independence: Independent under NASDAQ; no relationships interfering with judgment identified through annual questionnaires and counsel review .
- Committee assignments: Audit Committee member; Compensation Committee member; no chair roles .
- Audit committee financial expert: Board determined Madden qualifies under SEC rules .
- Attendance and engagement:
- Board meetings held in 2024: 8; each director attended over 92% of Board and committee meetings on which they served .
- Audit Committee meetings in 2024: 4; Compensation Committee meetings in 2024: 4 .
- Overboarding policy: Directors limited to service on 4 public company boards; audit committee members limited to 3 audit committees .
- Executive sessions: Independent directors meet in executive sessions without management .
Fixed Compensation
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual Board retainer (cash) | $35,000 | Standard for non-employee directors |
| Audit Committee member fee | $7,500 | Non-chair member |
| Compensation Committee member fee | $6,000 | Non-chair member |
| Total cash fees earned (2024) | $48,500 | Sum of components |
Performance Compensation
| Equity Award Detail | Value/Units | Terms |
|---|---|---|
| Annual RSU grant (2024) | $65,008; 2,720 RSUs | Granted May 9, 2024; number determined by dividing $65,000 target by closing price; fully vests on 1st anniversary |
| Outstanding RSUs at 12/31/2024 | 3,070 RSUs | Aggregate outstanding director RSUs as of year-end |
| Acceleration provisions | n/a | RSUs accelerate upon death, disability, retirement (Board-determined), or non-renomination; otherwise time-based vesting |
| Meeting fees | None | No per-meeting fees; only retainers/committee fees |
Other Directorships & Interlocks
| Company/Organization | Role | Period | Interlock/Related-Party Notes |
|---|---|---|---|
| US LBM Holdings, Inc. | Director | 2017–2020 | No related-party transaction disclosures involving Madden; independence affirmed |
| BlackEagle Partners, LLC | Managing Partner | 2005–present | No related-party transaction disclosures involving Madden |
| Hanover Advisors L.L.C. | Chairman | 1995–present | No related-party transaction disclosures involving Madden |
Expertise & Qualifications
- 30+ years investment banking and private equity experience; capital markets and finance expertise aligned with STRS development and liquidity planning .
- Audit committee financial expert designation confirms accounting and financial reporting acumen .
- Advanced degrees: MBA in Finance (Wharton), BA in Economics (Le Moyne) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned (not subject to RSU vesting) | 48,265 | Direct/indirect beneficial ownership |
| Shares subject to vesting within 60 days (RSUs) | 2,720 | 2024 annual RSU grant vesting on anniversary |
| Additional unvested RSUs (not within 60 days) | 350 | Not included in beneficial ownership total |
| Total beneficially owned | 50,985 | Sum of above; <1% of outstanding |
| Ownership guidelines status | Exceeds guideline | Non-employee directors must hold ≥3x annual retainer ($105,000); all non-employee directors exceed target |
| Pledging/Hedging | Prohibited | Anti-hedging policy; new pledges prohibited since Mar 3, 2016; no pledging disclosed for Madden |
Governance Assessment
- Strengths
- Independent director with audit committee financial expert status; sits on Audit and Compensation committees, enhancing oversight of reporting and pay .
- Strong attendance (each director >92% in 2024) supports engagement; no meeting fees reduce per-meeting incentives .
- Director equity aligns incentives; annual RSU grants ($65k target) and robust ownership guidelines (≥3x retainer) with reported compliance enhance alignment .
- Anti-hedging and anti-pledging policies reduce misalignment/optics risk; related-party transactions reviewed by Audit Committee; no Madden-specific related-party transactions disclosed .
- Watch items
- Very long tenure (director since 1992) may prompt refreshment considerations despite recent board refresh (three independent directors added since 2020) .
- Red flags
- None disclosed specific to Madden (no conflicts, no low attendance, no pay anomalies reported) .
Notes on director compensation program: In 2023, the Board increased the annual director equity award target value from $45,000 to $65,000 to align with market practices (FTI consultant review), with RSUs vesting after one year; cash fees include board/committee/lead director retainers and no meeting fees .