Joy L. Schaefer
About Joy L. Schaefer
Independent director (age 65) of American Assets Trust, Inc. since the 2019 Annual Meeting, serving as Chair of the Nominating and Corporate Governance Committee and member of the Audit and Compensation Committees; designated an SEC “audit committee financial expert.” Former audit manager at Ernst & Young; B.S. in Accounting from Illinois Wesleyan University; previously licensed CPA in CA, IL, and OK. Background spans senior executive roles across financial services and specialty finance (Ameriquest Mortgage; Westcorp/WFS Financial; Western Financial Bank) and private equity operating partner work focused on real estate specialty finance; currently a public company director at Velocity Financial, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Golden Eagle Advisors, LLC | President | 2005–present | Strategic, operational and financial improvements for organizational growth |
| Snow Phipps Group (predecessor TruArc Partners) | Operating Partner (business/operations advisor to real estate specialty finance) | 2005–Aug 2018 | Advisory to portfolio companies; specialty finance domain expertise |
| JL Schaefer Consulting | President | 2002–2005 | Strategic, financial, operational consulting to private/family firms |
| Ameriquest Mortgage | President & COO | 2002 | Led operations at major mortgage banking firm |
| Westcorp, WFS Financial, Western Financial Bank | Various senior posts: President, COO, CEO, Vice Chair; CFO & Treasurer (Western Financial Bank) | 1990–2002 | Public company financial services leadership; capital markets and operations |
| Ernst & Young | Audit Manager | Earlier career (pre-1990) | Audit, accounting controls foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Velocity Financial, Inc. (NYSE: VEL) | Director | Since Jan 2020 | Public company board experience in investor real estate lending |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation; all three committees comprised exclusively of independent directors .
- Audit committee financial expert designation (SEC Item 407): Schaefer qualifies; board determined financial literacy based on prior experience .
- Attendance and engagement: Board met 5 times in 2024; each incumbent director attended 100% of Board and committee meetings; Schaefer also attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; presiding independent director rotates quarterly in last-name alphabetical order .
- Independence: Determined independent under NYSE standards (four of five directors independent) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 5 | Oversight of financial reporting, ICFR, cybersecurity risk; EY LLP oversight |
| Compensation | Member | 4 | CEO/NEO pay review; recovery policy; director remuneration oversight |
| Nominating & Corporate Governance | Chair | 1 | Board composition; governance guidelines; annual board assessment |
Fixed Compensation
| Year | Component | Amount/Policy | Notes |
|---|---|---|---|
| 2024 | Fee earned in cash | $67,500 | Retainer and meeting fees |
| 2025 Program | Annual base retainer | $60,000 | Increased from $40,000 in 2024 |
| 2025 Program | Chair retainers | Audit $15,000; Compensation $10,000; Governance $10,000 | Paid to committee chairs (Schaefer as Governance Chair eligible for $10,000) |
| 2025 Program | Meeting fees | $1,500 per Board meeting; $1,000 per committee meeting | Cash or elective fully vested shares |
Performance Compensation
| Year | Equity Component | Amount/Policy | Vesting |
|---|---|---|---|
| 2024 | Stock awards (grant-date fair value) | $50,008 | Non-employee director restricted stock award |
| As of 12/31/2024 | Unvested restricted shares | 2,295 | Standard non-employee director grant; unvested at year-end |
| 2025 Program | Annual equity grant | $90,000 (value at grant) | Vests at earlier of one year from grant or next annual meeting; full vest on change-in-control |
Performance metrics used for executive awards overseen by the Compensation Committee (context for Schaefer’s committee role):
- Annual cash bonuses corporate metric: FFO per share with Threshold $2.00 (25%), Target $2.10 (100%), Maximum $2.20 (200%); 2024 actual FFO per share was $2.58 (committee applied 200% multiplier for corporate component) .
- Performance-based restricted stock vesting: FFO Per Share multiplier (50% Threshold, 100% Target, 150% Maximum) combined with Relative TSR vs S&P 600 Real Estate Index (+/−500 bps bands adjust FFO multiplier by +20%/−20%, floors/caps at 50%/150%) across 1-, 2-, and 3-year performance periods .
| Metric | Threshold | Target | Maximum | 2024 Result |
|---|---|---|---|---|
| FFO per share (cash bonus corporate metric) | $2.00 (25%) | $2.10 (100%) | $2.20 (200%) | $2.58 (corporate multiplier 200%) |
| Relative TSR vs S&P 600 Real Estate Index (equity awards) | ≤−500 bps (FFO−20%, floor 50%) | Between −500 and +500 bps (FFO multiplier) | ≥+500 bps (FFO+20%, cap 150%) | Framework for vesting (periods ending Nov 2025/26/27) |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Velocity Financial, Inc. | Director | No AAT-related transactions disclosed; no compensation committee interlocks since Jan 2024 . |
Expertise & Qualifications
- Financial/accounting, public company executive leadership, capital markets and risk management; designated audit committee financial expert .
- REIT and real estate finance exposure through private equity advisory and banking/auto finance leadership .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares | 8,564 | Direct common stock |
| Unvested restricted shares | 2,295 | Director equity award, unvested at 12/31/2024 |
| Total beneficial shares (common + restricted) | 10,859 | Sum of above |
| Shares outstanding (record date) | 61,134,730 | As of March 31, 2025 |
| Ownership as % of shares outstanding | ~0.0178% | 10,859 ÷ 61,134,730 |
| Director stock ownership guideline | 5× annual base retainer | Compliance: all non-employee directors currently in compliance |
| Hedging/Pledging | Hedging prohibited; pledging requires Audit Committee pre-approval; no outstanding pledges by directors as of proxy date |
Governance Assessment
- Board effectiveness and independence: Schaefer chairs Governance and sits on Audit and Compensation; designated audit committee financial expert; 100% attendance, indicating strong engagement and oversight .
- Compensation oversight signals: No external consultant in 2024; committee uses NAREIT peer data; say‑on‑pay support at >91% in 2024 suggests investor alignment with compensation governance (Schaefer member) .
- Alignment: Director pay mix balanced (cash + equity); stringent stock ownership guidelines (5× retainer) and anti‑hedging policy support alignment; Schaefer’s personal holdings are modest relative to SO but compliant with guidelines .
- Potential conflicts/RED FLAGS: No related‑party transactions disclosed involving Schaefer; no committee interlocks; one broader governance consideration—Board has not granted stockholders the right to amend bylaws (a policy the Board continues to review), which some investors view unfavorably; however, the company cites lack of correlation with performance and active shareholder engagement .