Board of Directors
Robert C. Goddard, III
Chairman
Post Properties, Inc.
Chairman & CEO
Goddard Investment Group, LLC
Douglas Crocker II
Vice Chairman
Post Properties, Inc.
Partner
DC Partners LLC
David P. Stockert
President & CEO
Post Properties, Inc.
Herschel M. Bloom
Retired Partner
King & Spalding LLP
Walter M. Deriso, Jr.
Chairman
Atlantic Capital Bank (IO)
Russell R. French
Retired Venture Capitalist
Noro-Moseley Partners
Dale Anne Reiss
Senior Consultant
Ernst & Young LLP
Stella F. Thayer
Shareholder
Macfarlane Ferguson & McMullen
President, Treasurer, and Director
Tampa Bay Downs, Inc.
Ronald de Waal
Chairman
WE International b.v. (Netherlands)
Chairman
Saks, Inc. (USA)
Donald C. Wood
President and CEO
Federal Realty Trust
Amended Director Independence Standards
(As adopted February 25, 2010)
The Company’s goal is that at least a majority of the Board of Directors will be
independent. Each year, the Board will affirmatively determine whether a director
is “independent” and will disclose these determinations in its annual proxy statement.
A director will not be considered independent if:
a) the director is, or has been within the last three years, an employee of the
Company, or an immediate family member is, or has been within the last three years,
an executive officer, of the Company or any of its affiliates;
b) the director has received, or has an immediate family member who has received,
during any twelve-month period within the last three years, more than $120,000 in
direct compensation from the Company or any of its affiliates, other than excluded
compensation;
c) (1) the director or an immediate family member is a current partner of a firm
that is the company’s internal or external auditor; (2) the director is a current
employee of such a firm; (3) the director has an immediate family member who is
a current employee of such a firm and personally works on the Company’s audit; or
(4) the director or an immediate family member was within the last three years (but
is no longer) a partner or employee of such a firm and personally worked on the
Company’s or any of its affiliates’ audit within that time;
d) the director or an immediate family member is, or has been within the last three
years, employed as an executive officer of another company where any of the Company’s
or any of its affiliates’ present executive officers at the same time serves or
served on that company's compensation committee;
e) the director is a current employee, or an immediate family member is a current
executive officer, of any organization that has made payments to, or received payments
from, the Company for property or services in an amount which, in any of the last
three fiscal years, exceeds the greater of $1 million, or 2% of such other company's
consolidated gross revenues (such payments and consolidated gross revenues to be
measured based on reported figures for the last completed fiscal year); and
For purposes of these guidelines, the terms:
“affiliate” means any entity that controls, is controlled by or is under common
control with the Company, as evidenced by the power to elect a majority of the board
of directors or comparable governing body of that entity;
“excluded compensation” means director and committee fees (including fees paid to
the Chairman of the Board of Directors and the chairman of any committee of the
Board of Directors) and pension or other forms of deferred compensation for prior
service, provided such compensation is not contingent in any way on continued service;
and
“immediate family” has the meaning set forth in Rule 303A.02 of the New York Stock
Exchange, as amended from time to time.
Independence Analysis of Directors
Post Properties, Inc. Board Independence Summary
|
Board
|
Audit
|
Executive Compensation and Management Development
|
Nominating and
Corporate Governance
|
|
Herschel M. Bloom
|
Yes
|
No
|
Yes
|
Yes
|
|
Douglas Crocker II
|
Yes
|
Yes
|
Yes
|
Yes
|
|
Walter M. Deriso, Jr.
|
Yes
|
Yes
|
Yes
|
Yes
|
|
Russell R. French
|
Yes
|
Yes
|
Yes
|
Yes
|
|
Robert C. Goddard, III
|
Yes
|
Yes
|
Yes
|
Yes
|
|
Dale A. Reiss
|
Yes
|
Yes
|
Yes
|
Yes
|
|
David P. Stockert
|
No
|
No
|
No
|
No
|
|
Stella F. Thayer
|
Yes
|
Yes
|
Yes
|
Yes
|
|
Ronald de Waal
|
Yes
|
Yes
|
Yes
|
Yes
|
|
Donald C. Wood
|
Yes
|
Yes
|
Yes
|
Yes
|
Current Board Committee Membership:
|
Audit
|
Executive Compensation and Management Development
|
Nominating and Corporate
Governance
|
Strategic Planning and Investment
|
|
Russell R. French*
|
Stella F. Thayer*
|
Walter M. Deriso, Jr.*
|
Douglas Crocker II*
|
|
Walter M. Deriso, Jr.
|
Walter M. Deriso, Jr.
|
Douglas Crocker II
|
Herschel M. Bloom
|
|
Dale A. Reiss
|
Russell R. French
|
Robert C. Goddard, III
|
Robert C. Goddard, III
|
|
Stella F. Thayer
|
Herschel M. Bloom
|
Dale A. Reiss
|
Ronald de Waal
|
|
|
|
|
Donald C. Wood
|
* Chairman of the committee.