John Rice
Walker & DunlopAbout John Rice
Independent director at Walker & Dunlop since July 2010; currently Lead Director (since June 2024; previously Lead Director from Sept 2010–June 2012). Age 58; BA from Yale University and MBA from Harvard University. Founder and CEO of Management Leadership for Tomorrow (MLT), with prior operating roles at the NBA (Japan and Latin America), Walt Disney, and AT&T. Serves as Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Management Leadership for Tomorrow (MLT) | Founder & Chief Executive Officer | 2001–present | Leads national nonprofit advancing racial equity; external engagement with employers |
| National Basketball Association | Managing Director, NBA Japan; Director of Marketing for Latin America | 1996–2000 | International market development and marketing leadership |
| The Walt Disney Company | New Business Development & Marketing | 4 years | Commercial strategy and marketing experience |
| AT&T | Various roles | 2 years | Foundational telecom experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Opendoor Technologies Inc. | Lead Director; Director | Current | Member, Nominating & Corporate Governance Committee |
| Alpha Partners Technology Merger Corp. | Director | 2021–2023 | SPAC governance experience |
| Morgan Stanley Real Estate Prime Property Fund | Director | Current | Private fund board experience |
| New Profit (non-profit) | Board member | Current | Venture philanthropy oversight |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Lead Director responsibilities: Serves as liaison among Board, management, and independent directors; chairs executive sessions; co-leads Board self-assessment process; selected annually by independent directors .
- Independence: Board affirmatively determined John Rice is independent under NYSE rules; in evaluating independence, Board considered a $53,750 payment in 2024 to MLT (Rice is CEO) for HR consulting services and still concluded independence .
- Attendance: Board held nine meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Committee activity levels (2024 meetings): Audit & Risk (6), Compensation (7), Nominating & Corporate Governance (7) .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual base cash retainer | $100,000 | All non-employee directors |
| Committee chair fees | $25,000 (Audit & Risk); $25,000 (Compensation); $15,000 (Nominating & Corporate Governance) | Annual cash retainers |
| Committee member fees | $10,000 per committee | Annual cash retainers |
| Lead Director retainer | $30,000 | Additional annual cash retainer |
| 2024 cash paid to John Rice | $125,000 | Reflects actual fees earned in 2024 |
Performance Compensation
| Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual equity grant (restricted stock/RSUs) | $149,920 (grant date fair value) | Vests on the one-year anniversary of grant date | None; time-based only (no performance metrics) |
2024 director equity awards are restricted stock/RSUs that vest after one year; no options or performance-based awards were granted to non-employee directors .
Other Directorships & Interlocks
- Public company boards: Opendoor Technologies Inc. (Lead Director) .
- Prior public boards: Alpha Partners Technology Merger Corp. (2021–2023) .
- Private fund boards: Morgan Stanley Real Estate Prime Property Fund .
- Interlocks/Conflict considerations:
- WD is a commercial real estate finance and services company; Opendoor is a residential real estate platform—limited competitive overlap, but real estate ecosystem exposure should be monitored for information flows. Independence affirmed despite $53,750 payment to MLT; related party transactions are overseen by the Audit & Risk Committee per policy .
Expertise & Qualifications
- Executive leadership and strategic planning as CEO of MLT; prior operating roles across sports and media sectors (NBA, Disney); marketing experience; public company board experience .
- Education: BA Yale; MBA Harvard .
- Governance: Lead Director experience; Compensation Committee chairship; oversight of ESG-linked compensation monitoring .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested RS/RSU as of 12/31/2024 | Pledged/Hedged |
|---|---|---|---|---|
| John Rice | 31,331 | <1% | 1,591 | Company policy prohibits hedging and pledging by directors |
- Stock ownership guidelines for non-employee directors: Required to own stock equal to 5x annual base cash retainer; compliance required within five years of Board appointment .
Governance Assessment
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Strengths:
- Demonstrated independence; Board explicitly reviewed and cleared potential related-party concern (MLT payment) .
- Lead Director role enhances board effectiveness through agenda setting, executive session leadership, and communications—supports checks and balances with combined Chair/CEO structure .
- Compensation Committee chaired by Rice; robust charter, independent consultant (Pay Governance) retained; committee met seven times in 2024; no consultant conflicts identified .
- Attendance above minimum threshold; active committee cadence (6/7/7 meetings across committees) .
- Alignment policies: director ownership guidelines; prohibition on hedging and pledging; related-party transaction approval process via Audit & Risk Committee .
-
Watch items / potential red flags:
- Related-party exposure: Payment to MLT ($53,750) creates a recurring evaluation need; continued Board oversight is important despite current independence determination .
- Compensation mix: Director equity is time-based without performance conditions; while standard, investors may prefer deferral or longer vesting to reinforce long-term alignment .
- Lead Director retainer vs actual cash received: Rice’s 2024 cash fees ($125,000) do not reflect the full-year Lead Director retainer ($30,000), likely due to partial-year service; transparency on proration supports investor clarity .
-
Overall implication: Rice’s roles as Lead Director and Compensation Chair, coupled with independence determinations and strong committee governance, generally support investor confidence. Continued monitoring of related-party interactions with MLT and sustained disclosure around director equity and fee proration will help mitigate perceived conflicts .
Appendix: Key Director Compensation Details (2024)
| Metric | John Rice |
|---|---|
| Fees Earned in Cash ($) | $125,000 |
| Stock Awards ($) | $149,920 |
| Total ($) | $274,920 |
| Unvested RS/RSU (shares) | 1,591 (as of Dec 31, 2024) |
| Applicable annual retainers (policy) | Base $100,000; Lead Director $30,000; Compensation Chair $25,000; Committee Member $10,000 |
Appendix: Committee Memberships (as of March 7, 2025)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 7 |
| Nominating & Corporate Governance | Member | 7 |
Appendix: Board Activity & Independence
- Board meetings held in 2024: 9; all directors ≥75% attendance .
- Independence determination: Rice independent; Board considered 2024 payment to MLT ($53,750) and affirmed independence .
- Lead Director: Rice (current), duties include chairing executive sessions and agenda input .