Dale Anne Reiss
About Dale Anne Reiss
Independent director of Tutor Perini Corporation (TPC) since 2014; age 77. Audit Committee Chair and member of the Corporate Governance & Nominating Committee. Career includes senior leadership in real estate, hospitality, and construction advisory, with deep financial and accounting credentials (CPA). Education: B.S., Illinois Institute of Technology; MBA, University of Chicago. Independence affirmed by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP / Kenneth Leventhal & Co. | Senior Partner; Global and Americas Director of Real Estate, Hospitality & Construction | 1995–2008 | Led global sector practice; audit/financial expertise applicable to complex construction accounting and risk oversight |
| Brock Capital Group LLC | Senior Managing Director | 2009–2024 | Boutique investment banking; governance/transaction experience |
| Brock Real Estate LLC (affiliate of Brock Capital) | Chair | 2010–2024 | Leadership of real estate affiliate |
| Artemis Advisors LLC | Managing Director | 2008–present | Real estate restructuring and consulting; risk, capital, and governance insights |
External Roles
| Company/Institution | Role | Committees/Position | Notes |
|---|---|---|---|
| DigitalBridge Group, Inc. | Director | Chair, Nominating & Governance; Member, Audit | Public company; governance leadership and audit experience |
| Starwood Real Estate Income Trust | Director | Chair, Audit | REIT governance and audit oversight |
| Prior: iStar Inc.; Post Properties; Care Capital Properties, Inc.; CYS Investments, Inc. | Director (former) | — | Prior public company board service |
Board Governance
| Topic | Details |
|---|---|
| Committee assignments | Audit Committee Chair; Corporate Governance & Nominating Committee Member |
| Independence status | Independent (affirmed by Board under NYSE standards) |
| Audit expertise | Board determined all Audit Committee members (including Reiss) are “financially literate” and “audit committee financial experts” |
| Attendance/engagement | Board met 5x in 2024; all directors attended ≥75% of Board and committee meetings; Audit Committee met 12x; Governance Committee met 4x; non‑management directors held executive sessions at each regular meeting |
| Board leadership | Lead Independent Director: Robert C. Lieber; majority-independent board; majority voting standard adopted for uncontested elections |
| Shareholder responsiveness | Active outreach; moved to majority voting; refreshed board; enhanced disclosure on leadership transition |
Fixed Compensation (Director)
| Component | Policy/Rate | Period/Notes |
|---|---|---|
| Annual cash retainer (non‑management directors) | $100,000 | Effective May 2024 |
| Annual equity retainer | $160,000 (stock grant at grant‑date fair value) | Effective May 2024 |
| Lead Independent Director retainer | $30,000 | Effective May 2024 |
| Committee chair retainers | Audit: $25,000; Compensation: $15,000; Governance: $15,000 | Effective May 2024 |
| Committee member retainers | Audit: $12,500; Compensation: $7,500; Governance: $7,500 | Effective May 2024 |
| Meeting fees | $1,500 per meeting for “more than reasonable” number after May 2024; three such Audit meetings in 2024 | |
| Pre‑May 2024 meeting fees | Board: $900 in‑person/$300 telephonic; Audit: $2,000/$500; Comp & Gov: $900/$300 | Through May 2024 |
| Director (2024) | Fees Earned (Cash/Stock) | Stock Awards (Grant‑Date FV) | Total |
|---|---|---|---|
| Dale Anne Reiss | $158,403 | $159,997 | $318,400 |
Notes: Directors could elect to receive all/part of the $100,000 cash retainer in shares; equity awards valued at closing price on grant date; as of 12/31/2024, non‑management directors had no outstanding equity awards.
Performance Compensation (Director)
| Element | Structure | Performance Metrics | 2024 Amount |
|---|---|---|---|
| Annual equity retainer | Time‑based stock grant; standard director equity | No performance conditions disclosed for director equity grants | $159,997 (grant‑date FV) |
No director performance metrics or TSR‑linked awards are disclosed for non‑management director compensation; equity is annual/retainer‑based rather than performance‑conditioned.
Other Directorships & Interlocks
| Item | Observation |
|---|---|
| Public company board load | DigitalBridge Group, Inc. (public); Audit Committee policy confirms none of the Audit Committee members serve on >2 other public company audit committees (workload check) |
| Interlocks/conflicts | No related‑party transactions identified involving Reiss; Board independence affirmed |
Expertise & Qualifications
- CPA; deep financial reporting, audit, and governance expertise; designated audit committee financial expert .
- Sector knowledge: Real estate, hospitality, construction; restructuring and capital markets exposure; governance leadership on external boards (committee chair roles) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Detail |
|---|---|---|---|
| Dale Anne Reiss | 95,643 | <1% | Includes 37,203 shares in an Irrevocable Trust and 26,501 shares in the Dale Anne Reiss Trust U/A 08/08/1990 (as amended) |
Additional alignment policies:
- Director stock ownership guideline: 5x annual cash retainer ($500,000 at current retainer); all current non‑management directors in compliance .
- Anti‑hedging and anti‑pledging policies in place; Company notes no executive officer or director currently pledges Company stock; policy limits any pledging by NEOs/directors to ≤30% of beneficially owned shares, and currently none are pledged .
- Section 16 compliance: No issues disclosed for Reiss; overall, Company noted certain administrative late filings for other insiders, not involving Reiss .
Governance Assessment
- Strengths: Independent; long-tenured audit chair with CPA and complex construction/real estate accounting expertise; “audit committee financial expert”; high committee engagement (12 Audit meetings in 2024); adheres to robust ownership/anti‑hedging/pledging policies; independence affirmed with no related‑party exposure. Supports investor confidence in financial reporting oversight.
- Considerations: Multiple external roles, though within audit committee workload policy and governance norms; overall board confronted prior say‑on‑pay concerns (less than majority support in 2024 for 2023 program), but responded with governance/compensation changes and shareholder engagement—context for broader board effectiveness.
- Net view: As Audit Chair and financial expert with industry‑specific depth and no disclosed conflicts, Reiss’s profile and engagement support audit rigor and governance quality at TPC—constructive for investor confidence in risk oversight and financial integrity.