Constance von Muehlen
About Constance von Muehlen
Constance von Muehlen (age 57) is an independent director of Terreno Realty Corporation (TRNO), appointed effective June 1, 2024. She is Executive Vice President and Chief Operating Officer at Alaska Airlines (NYSE: ALK) since April 2021, holds a FAA Commercial Instrument Helicopter Pilot’s License, earned a Bachelor’s degree from Johns Hopkins University, and an Executive MBA from the University of Washington’s Foster School of Business . TRNO’s board has determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alaska Airlines (NYSE: ALK) | Executive Vice President & Chief Operating Officer | Apr 2021 – present | Leads airline operations; senior operating leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FAA Women in Aviation Advisory Board | Member (previously) | Not disclosed | Advisory board service |
| San Jose Public Library Foundation | Board member (previously) | Not disclosed | Non-profit governance |
Board Governance
- Independence: TRNO board determined von Muehlen is independent (NYSE and SEC standards) .
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance committees (not a chair) ; appointed to all three upon joining the board .
- Committee chairs: Audit—Chair Irene H. Oh; Compensation—Chair Dennis Polk; Nominating—Chair LeRoy E. Carlson; Lead Independent Director—Douglas M. Pasquale .
- Attendance: Directors attended 100% of board and committee meetings during their service period in 2024; independent directors meet regularly in executive sessions led by the Lead Director .
Fixed Compensation
TRNO’s independent director pay program:
- Annual cash retainer: $55,000; increasing to $70,000 beginning May 2025 .
- Annual equity grant (fully vested common stock): approximately $125,007 for service through the 2024 annual meeting; increasing to approximately $160,000 beginning May 2025 .
- Reimbursement: reasonable out-of-pocket expenses and approved director education programs .
- 2024 compensation (partial year for von Muehlen): fees earned $32,083; no equity in 2024 table (appointed June 1) .
| Component | 2024 (Actual) | 2025 (Policy Change) |
|---|---|---|
| Cash Retainer (USD) | $55,000 per year | $70,000 per year starting May 2025 |
| Annual Equity Grant (USD) | ~$125,007 fully vested common stock (for service through 2024 annual meeting) | ~$160,000 fully vested common stock beginning May 2025 |
| von Muehlen 2024 Fees (USD) | $32,083 | Not disclosed |
Performance Compensation
TRNO does not use performance-based equity or options for independent directors; directors historically receive fully vested stock awards only, and the plans do not permit options or SARs .
| Performance Element | Applied to Directors? | Notes |
|---|---|---|
| PSUs/Performance Shares | No | Performance shares used for executives; not for independent directors |
| Options/SARs | No | Plan does not permit options/SARs |
| Unrestricted/Fully Vested Stock | Yes | Historically granted only to independent directors |
Other Directorships & Interlocks
- Public company boards: None disclosed for von Muehlen .
- External affiliations: FAA Women in Aviation advisory board; San Jose Public Library Foundation board (prior service) .
- Interlocks/conflicts: Upon appointment, company disclosed she was not party to any arrangement for appointment and had no related person transactions under Item 404(a) ; TRNO reports no related person transactions in 2024 .
Expertise & Qualifications
- Operational leadership as COO of a NYSE-listed company (Alaska Airlines) .
- Aviation credentials (FAA commercial instrument helicopter pilot) .
- Advanced education (Executive MBA, University of Washington; BA, Johns Hopkins) .
- Board fit: TRNO notes her professional background, education, and NYSE-listed COO experience as qualifications .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 7, 2025) | None; 0.0% of outstanding shares |
| Vested vs Unvested | Independent directors held no unvested equity awards as of Dec 31, 2024 |
| Pledging/Hedging | Prohibited; no pledging approvals to date; hedging/derivatives banned by insider trading policy |
| Ownership Guidelines | Non-employee directors must hold stock with market value ≥ $200,000 within four years; compliance is either met or not yet required for newer directors |
Governance Assessment
- Board effectiveness: Von Muehlen enhances operational breadth; independent status and full committee participation support oversight quality .
- Attendance/engagement: 100% meeting attendance supports active engagement; regular executive sessions strengthen independence .
- Alignment: Director equity is fully vested stock, not options; ownership guidelines target $200,000 within four years. As a new director with 0 shares reported as of March 7, 2025, guideline compliance timing remains within policy window—a watch item for alignment over time .
- Conflicts: No related-party transactions; appointment 8-K confirms no Item 404(a) transactions and standard indemnification agreement—low conflict risk .
- Policy safeguards: Robust insider trading policy (hedging/pledging prohibited) and clawback policy; strong governance posture; say‑on‑pay historically high (98% in 2024; 93% in 2023) indicating investor support for compensation philosophy .
Appendix – Selected Quantitative Disclosures
Director Compensation – 2024 Snapshot
| Name | Cash Fees (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Constance von Muehlen | $32,083 | — | $32,083 |
| Standard Independent Director | $55,000 | $125,007 | $180,007 |
Ownership & Policy
| Metric | Value |
|---|---|
| von Muehlen Beneficial Ownership | 0 shares; 0.0% |
| Director Ownership Guideline | ≥ $200,000 within 4 years |
| Hedging/Pledging | Prohibited; no approvals to date |
Say‑on‑Pay Outcomes (Governance Signal)
| Year | Approval % |
|---|---|
| 2024 | ~98% |
| 2023 | ~93% |
Appointment & Committee Assignments
| Event | Detail |
|---|---|
| Board Appointment | Effective June 1, 2024 |
| Committees | Audit; Compensation; Nominating & Corporate Governance (not chair) |
| Independence | Affirmed by TRNO board (NYSE/SEC) |
| Related Party | No Item 404(a) transactions; standard indemnification agreement |
RED FLAGS: None evident in filings. Watch for continued progress toward director ownership guideline given 0 reported shares as of March 7, 2025; policy allows up to four years to comply .