Pamela H. Patenaude
About Pamela H. Patenaude
Pamela H. Patenaude, age 64, has served as an independent director of Target Hospitality since 2021. She is a former Deputy Secretary of the U.S. Department of Housing and Urban Development (HUD) and Principal of Granite Housing Strategies, LLC, with extensive leadership in housing policy and disaster recovery; she holds a B.S. from Saint Anselm College and an M.S. in Community Economic Development from Southern New Hampshire University .
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| U.S. Department of Housing and Urban Development (HUD) | Deputy Secretary; HUD Chief Operating Officer overseeing day-to-day of $52B agency and ~7,000 employees | Senior federal executive leadership; operational oversight |
| Urban Land Institute (ULI) | Executive Vice President; Founding Executive Director, ULI Terwilliger Center for Housing | Strategy, housing policy leadership |
| Bipartisan Policy Center | Director of Housing Policy | National housing policy leadership |
| J. Ronald Terwilliger Foundation for Housing America’s Families | President | Advocacy and policy in housing |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| loanDepot, Inc. | Independent Director; Chair of Nominating & Governance; Member of Audit | Public company board leadership and oversight |
| Home Builders Institute (HBI) | Trustee | Non-profit governance |
| Habitat for Humanity International | Director | Non-profit governance |
| Bipartisan Policy Center | Director | Policy governance |
| National Housing Conference | Board of Governors | Industry advocacy |
| CoreLogic, Inc. (former) | Independent Director; Audit, Compensation, Strategic Planning & Acquisition Committees | Prior public company board experience |
Board Governance
- Committee assignments: Chair, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Independence: Board affirmatively determined Ms. Patenaude is independent under Nasdaq and Company guidelines .
- Board/committee activity and attendance: 2024 meetings — Board (14; 85% attendance), Audit (4; 88%), Compensation (5; 90%), Nominating & Corporate Governance (3; 89%) .
- Executive sessions: Regular independent director executive sessions; 71% of directors attended the 2024 Annual Meeting .
- Governance practices: Majority voting policy, prohibition on hedging/pledging, director stock ownership guidelines, annual evaluations .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $214,289 | Includes base non-executive director cash retainer ($80,000 through May 22, 2024; $90,000 beginning May 23, 2024) and Committee Chair retainers ($25,000 each for Compensation and Nominating & Corporate Governance) . |
| Stock Awards (RSUs grant-date fair value) | $112,206 | 9,965 RSUs granted May 23, 2024; fair value at $11.26 per share . |
| All Other Compensation | $0 | None disclosed. |
| Total | $326,495 | Sum of cash and stock awards. |
Director Compensation Structure (policy-level):
- All other non-executive directors retainer: $80,000 through May 22, 2024; $90,000 beginning May 23, 2024; RSUs $115,000 grant-date value .
- Committee Chair retainers: Audit $25,000; Compensation $25,000; Nominating & Corporate Governance $25,000 .
- Non-executive Chair retainer: $150,000 (through May 22, 2024); $160,000 (beginning May 23, 2024); RSUs $150,000 .
Performance Compensation
| Equity Instrument | Grant/Status | Vesting / Mechanics |
|---|---|---|
| Annual Director RSUs | 9,965 RSUs granted May 23, 2024; $112,206 fair value | Vest on earlier of the Annual Meeting following grant or 12-month anniversary of grant . |
| RSU Deferral Election | Elected to defer settlement (per director policy; all non-executive directors other than Messrs. Dorman and Hernandez deferred) | Settlement may be deferred to a specified date or separation from service . |
| Outstanding RSUs at 12/31/2024 | Total 53,314; Vested deferred 43,349; Unvested 9,965 | Deferral aligns pay with long-term shareholder value . |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee Interlocks | No member of the Compensation Committee (chaired by Patenaude) served as an officer/employee in prior three years; no executive officer of TH served on the board/comp committee of a company with a TH executive serving on TH’s Board/Comp Committee . |
| Independence of Committees | Compensation Committee members are independent; similar independence affirmed for Audit and Nominating & Corporate Governance Committees . |
Expertise & Qualifications
- Government/Public Policy, Corporate Governance, Finance/Risk Management, Strategy, Board Expertise; NACD Director Certified .
- Recognized four-decade career spanning federal, non-profit, and private sectors with senior operational oversight at HUD .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Pamela H. Patenaude | 54,270 | * | Includes 9,965 shares receivable within 60 days via RSU settlement (record date March 25, 2025) . |
| Shares Outstanding (record date) | 98,813,130 | — | Basis for % calculation . |
Ownership alignment and safeguards:
- Director stock ownership guidelines (multiple of annual cash retainer; 5-year window to comply) .
- Prohibition on hedging and pledging of Company stock for directors and Section 16 officers .
Governance Assessment
- Strengths: Dual committee chair roles (Compensation; Nominating & Corporate Governance) signal deep engagement in pay governance, board refreshment, independence assessment, and succession planning; committee independence and use of FW Cook as independent compensation consultant bolster pay-for-performance rigor . Overall board and committee attendance levels in 2024 are high (85–90%), indicating active oversight .
- Alignment: RSU deferral election and outstanding deferred RSUs reflect long-term orientation and alignment with shareholders; hedging/pledging prohibitions further support alignment .
- Potential conflicts: Extensive external board/non-profit roles; however, no related-party transactions involving Ms. Patenaude are disclosed, and the Audit Committee oversees and approves any related-party transactions under established policy .
- Signals: Strong say-on-pay support in 2024 (>98%) and robust compensation governance features at TH (majority voting, clawback policy, stock ownership guidelines) support investor confidence during her tenure as Compensation Chair .