Cushman & Wakefield plc
For the period ended May 15, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Apr 4, 2025
Contents
Director Compensation Program
Director Compensation Program
Directors who are employees of the Company or affiliated with any Principal Shareholder are not eligible to receive any additional compensation for their service as a director. Prior to May 2, 2024, each director who was neither an employee of the Company nor an employee of or advisor to any Principal Shareholder (each, a “Non-Employee Director”) was entitled to receive annual cash retainers for Board and committee service as set forth in the table below.
| Type of Compensation | Annual CashRetainer |
|---|---|
| Annual Board member retainer | $100,000 |
| Additional compensation: | |
| Audit Committee chair | $40,000 |
| Compensation Committee chair | $25,000 |
| NomGov Committee chair | $15,000 |
| Audit Committee member (non-chair) | $10,000 |
| Compensation Committee member (non-chair) | $10,000 |
| NomGov Committee member (non-chair) | $5,000 |
Based on the results of a market study regarding director compensation conducted under the direction of the Compensation Committee, effective May 2, 2024, the annual cash retainer for Board service was increased to $110,000 and the additional annual cash retainer for serving on the NomGov Committee was increased to $10,000. Additionally, as of May 2, 2024, the Compensation Committee confirmed that the Lead Director is entitled to an additional annual cash retainer of $40,000. Finally, as of May 2, 2024, the Board confirmed that the non-Executive Chairman of the Board is entitled to an additional annual cash retainer of $100,000. Thus, effective May 2, 2024, each Non-Employee Director was entitled to receive annual cash retainers for Board and committee service as set forth in the following table.
| Type of Compensation as of May 2, 2024 | Annual CashRetainer |
|---|---|
| Annual Board member retainer | $110,000 |
| Additional compensation: | |
| Chairman | $100,000 |
| Lead Director | $40,000 |
| Audit Committee chair | $40,000 |
| Compensation Committee chair | $25,000 |
| NomGov Committee chair | $20,000 |
| Audit Committee member (non-chair) | $10,000 |
| Compensation Committee member (non-chair) | $10,000 |
| NomGov Committee member (non-chair) | $10,000 |
Directors do not earn fees for each meeting attended; however, they are reimbursed for reasonable out-of-pocket expenses relating to their service on the Board.
In addition, in 2024 each Non-Employee Director was eligible to receive an annual restricted stock unit (“RSU”) award with a grant date value of $180,000, which will vest in full on the first anniversary of the date of grant. Awards granted to directors prior to May 16, 2024 were made under our Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan and awards granted on or after May 16, 2024 were made under our Second Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan (the "Omnibus Director Plan"). Additionally, as of May 2, 2024, the Board approved that the non-Executive Chairman of the Board is eligible to receive an additional annual RSU award with a grant date value of $100,000.
New Non-Employee Directors are eligible to receive pro-rated annual cash retainers for Board and committee service as well as a pro-rated annual RSU award based on when they join the Board.
| 22 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |
Succession Planning
2024 Director Compensation Table
The table below summarizes the compensation of each director who served on the Board in 2024 (other than Ms. MacKay, our CEO, and Mr. White, our current non-Executive Chairman, each of whose compensation is discussed in the Summary Compensation Table).
| Name(1) | Fees Earnedor Paid in Cash | StockAwards(2) | Total |
|---|---|---|---|
| Jonathan Coslet | — | — | — |
| Timothy Dattels | — | — | — |
| Anthony Miller | — | — | — |
| Lincoln Pan | — | — | — |
| Michelle Felman | $134,066 | $180,004 | $314,070 |
| Jodie McLean | $136,002 | $180,004 | $316,006 |
| Jennifer McPeek | $93,379 | $209,517 | $302,896 |
| Angela Sun | $123,734 | $180,004 | $303,739 |
| Rajesh Vennam | $93,379 | $209,517 | $302,896 |
| Billie Williamson | $173,241 | $180,004 | $353,245 |
| (1)The compensation in the table above reflects partial years of service on the Board and Board committee composition changes throughout 2024, where applicable. See “—Board Composition—2024 Board Composition Changes” above for more information on each individual’s dates of service on the Board.(2)This column represents the grant date fair value of the RSU awards to the Non-Employee Directors, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”), which is based on the closing price of our ordinary shares on the applicable grant date (March 18, 2024 and May 16, 2024 for Ms. McPeek and Mr. Vennam; and May 16, 2024 for Ms. Felman, Ms. McLean, Ms. Sun and Ms. Williamson). The aggregate number of outstanding stock awards held by our independent directors as of December 31, 2024 consisted of 15,451 for each of Ms. Felman, Ms. McLean, Ms. McPeek, Ms. Sun, Mr. Vennam and Ms. Williamson. | |||
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