Beatrice Hamza Bassey
About Beatrice Hamza Bassey
Independent Trustee at Vornado Realty Trust since 2020, Beatrice Hamza Bassey is a governance-focused attorney and former Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd., bringing legal, investment, financial and international experience to the Board . She previously served as a partner at Hughes Hubbard & Reed LLP, including on its Executive Committee and as Chair of the Africa Practice (1998–2015) . She was age 48 in the 2020 proxy disclosure and first stood for election that year; she currently serves as an Advisor to the Board of Directors of Atlas Mara Ltd. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlas Mara Ltd. | Group General Counsel, Chief Compliance Officer & Corporate Secretary | Feb 2015–(previously served; now Advisor to the Board) | Led legal and compliance; brought international banking oversight experience . |
| Hughes Hubbard & Reed LLP | Partner; Member, Executive Committee; Chair, Africa Practice | 1998–Feb 2015 | Corporate attorney; leadership roles and Africa strategy expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlas Mara Ltd. | Advisor to the Board of Directors | Current | Advisory role to Atlas Mara Board . |
| International Game Technology PLC (IGT) | Director | Since Mar 2020 | Public company board experience at a global gaming company . |
| Atlas Mara subsidiary/affiliated banks (Africa) | Director (various subsidiaries) | Historical (during Atlas Mara GC/CCO tenure) | Oversight roles at African banking subsidiaries . |
Board Governance
- Independence: The Board determined Ms. Hamza Bassey is independent under NYSE standards; eight of ten Trustees standing for election in 2025 are independent .
- Committee assignments (2024 activity):
- Audit Committee member; committee held four meetings in 2024 .
- Compensation Committee member; committee held one meeting in 2024 .
- Committee rotation history: Added to Compensation Committee in 2021 and to Audit Committee in 2022, consistent with Board refreshment .
- Attendance and engagement: The Board held six meetings in 2024; each Trustee attended at least 75% of the combined total of Board and committee meetings. Non-management Trustees met six times in executive session; all Trustees attended the 2024 Annual Meeting .
Trustee Election Support (vote results)
| Vote outcome | 2024 Annual Meeting | 2025 Annual Meeting |
|---|---|---|
| Votes “For” (B. H. Bassey) | 154,667,329 | 167,144,973 |
| Votes “Withheld” | 7,047,505 | 4,247,907 |
| Broker Non-Votes | 9,953,824 | 8,405,141 |
Fixed Compensation (Director)
- Standard non-employee Trustee compensation (2024):
- Annual cash retainer: $75,000
- Annual equity grant (restricted shares or units): $175,000 value; not to be sold while serving as Trustee (with limited exceptions)
- Lead Independent Trustee additional retainer: $75,000
- Audit Committee Chair/member: +$50,000 / +$25,000
- Other committee Chair/member (excluding Executive Committee): +$30,000 / +$5,000 .
- 2024 compensation actually earned/paid (non-management Trustees):
- Ms. Hamza Bassey: Cash fees $105,000; Share/Unit awards (grant date fair value under ASC 718) $138,083; Total $243,083 .
| Component (USD) | 2024 |
|---|---|
| Fees earned or paid in cash | $105,000 |
| Share/Unit awards (grant-date fair value) | $138,083 |
| Other compensation | — |
| Total | $243,083 |
Note: Grant-date fair values differ from the $175,000 “reference value” because ASC 718 accounting applies to the table amounts; dividends are paid on vested and unvested restricted awards . Equity granted to Trustees is subject to holding restrictions while serving .
Performance Compensation (Committee Context)
Directors do not receive performance-conditioned equity at Vornado; director equity is service-based with holding requirements. As a Compensation Committee member, Ms. Hamza Bassey oversees the executive pay program, where the company discloses the most important pay-performance measures and annual incentive factors.
| Performance Measure | Use in Program |
|---|---|
| Absolute TSR | Used in LTPP for executives . |
| Relative TSR | Used in LTPP for executives . |
| FFO, as adjusted, per Share | Used in Annual Incentive and LTPP . |
| Sustainability progress | Used in LTPP (non-financial) . |
| NOI at share; FFO; FFO, as adjusted; TSR; leasing activity | Key annual incentive considerations for executives . |
- Compensation Committee operations: The committee (independent members including Ms. Hamza Bassey) oversees NEO compensation, can retain independent consultants, and used FTI Consulting for 2024 decisions; the committee determined no consultant conflicts of interest .
- Interlocks: No interlocking relationships requiring disclosure under SEC rules .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| International Game Technology PLC (IGT) | Director | Public board since March 2020 . |
| Atlas Mara Ltd. | Advisor to the Board | Current advisory role . |
- Interlocks/conflicts: The proxy reports no compensation committee interlocks and outlines a robust related-party review process; no related-party transactions involving Ms. Hamza Bassey are disclosed .
Expertise & Qualifications
- Legal, compliance, and corporate governance expertise from her roles at Atlas Mara and Hughes Hubbard & Reed; international financial services exposure across African markets .
- Audit and Compensation Committee experience at Vornado; Board determined she is independent and financially literate standards are met across Audit Committee membership .
Equity Ownership
- Beneficial ownership (as of March 24, 2025): 40,880 Shares and Units; less than 1% of shares outstanding. Figure includes vested and redeemable restricted units as indicated in proxy footnotes .
- Ownership policy: Non-employee Trustees must hold Company equity valued at least 5x the annual cash retainer within five years; all non-employee Trustees currently satisfy or are expected to satisfy these guidelines .
- Trading policies: Company maintains anti-hedging and anti-pledging policies that apply to Trustees .
| Ownership Detail | Value |
|---|---|
| Shares/Units beneficially owned (3/24/2025) | 40,880 |
| % of shares outstanding | <1% (star footnote) |
| Trustee stock ownership guideline | ≥5x annual cash retainer within 5 years |
| Hedging/Pledging | Prohibited by company policy |
Governance Assessment
- Board effectiveness: Independent trustee with dual committee roles (Audit and Compensation), reinforcing financial oversight and alignment of executive pay with FFO/TSR metrics; attendance met ≥75% threshold in 2024 with active executive sessions among independents .
- Shareholder confidence signals: Her election support improved from 154.7M “For” (2024) to 167.1M “For” (2025). Say‑on‑pay support rebounded strongly in 2025 (155.7M for; 14.6M against) after a low 2024 result (91.7M for; 69.5M against), indicating Board/Compensation Committee responsiveness to investor feedback .
- Alignment and incentives: Director pay mix is balanced (cash retainer plus equity with holding requirement); stock ownership guideline at 5x cash retainer enhances alignment; anti-hedging/anti-pledging policies reduce misalignment risk .
- Conflicts/related parties: No related-party transactions disclosed for Ms. Hamza Bassey; company maintains formal review/approval processes for related persons and interlocks; none reported involving her .
- Watch items: Compensation Committee met once in 2024, which is lean for an environment with elevated investor scrutiny—continued robust engagement and disclosure will help sustain improved say‑on‑pay outcomes .