Valerie Richardson
About Valerie Richardson
Valerie Richardson (age 66) is an independent director of American Healthcare REIT, Inc. (AHR) since January 2023, serving on the Compensation and the Nominating & Corporate Governance Committees. She is Chief Operating Officer of the International Council of Shopping Centers (ICSC) since February 2021, and previously led real estate at The Container Store for 20 years; she holds an MBA in Real Estate (University of North Texas) and a B.S. in Education (Texas State University), with over 40 years of retail real estate experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Container Store, Inc. | Vice President of Real Estate | Sep 2000 – Feb 2021 | Led the company’s real estate team for ~20 years |
| Ann Taylor, Inc. | Real estate development executive | Not disclosed | Senior responsibilities in retail real estate development |
| Barnes & Noble, Inc. | Real estate development executive | Not disclosed | Senior responsibilities in retail real estate development |
| Trammell Crow Company | Real estate development executive | Not disclosed | Real estate development experience |
External Roles
| Organization | Role/Board | Tenure | Committees/Impact |
|---|---|---|---|
| ICSC (International Council of Shopping Centers) | Chief Operating Officer | Since Feb 2021 | ICSC Board of Trustees since 2004; ICSC Chairman (2018–2019); Vice-Chairperson (2017–2018); ICSC Foundation Board (2011–2019) |
| Kimco Realty Corporation (NYSE: KIM) | Independent Director | Since 2018 | Audit; Executive Compensation (Chair); Nominating & Corporate Governance |
| Baylor Scott & White Medical Center – Plano | Trustee | 2010–2016 | Trustee service at healthcare institution |
Board Governance
- Committee assignments: AHR Compensation Committee member since June 2023; Nominating & Corporate Governance Committee member since January 2023 .
- Independence: The board determined Ms. Richardson is independent under NYSE rules; a majority of the board (including Ms. Richardson) is independent .
- Attendance and engagement: The board held nine meetings in 2024; each incumbent director attended at least 75% of board and applicable committee meetings. Compensation Committee met four times; Nominating & Corporate Governance met three times in 2024 .
- Leadership structure: Non-executive Chair (no Lead Independent Director); independent directors hold at least annual executive sessions (presided over by the non-management Chair) .
- Conflicts oversight: The Nominating & Corporate Governance Committee (which includes Ms. Richardson) oversees conflicts and related-party transactions per charter and Maryland law .
- Say-on-pay signal: 97.4% approval on 2024 say-on-pay (for 2023 NEO compensation), indicating strong investor support for compensation governance .
Fixed Compensation (Director)
| Item | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $85,000 |
| Committee Chair/Member Adders | None for Ms. Richardson (member roles do not carry adders for Comp or N&CG) |
| Expense Reimbursements | Reimbursed monthly for out-of-pocket meeting expenses |
Performance Compensation (Director)
| Equity Award | Shares/Value | Vesting | Notes |
|---|---|---|---|
| Listing Equity Award (Restricted Stock) | 7,407 shares; grant date value included within $192,159 stock awards for 2024 | 25% on each of the first four anniversaries of Feb 9, 2024, subject to continued service | Non-employee directors received restricted stock grants as part of NYSE listing-related awards |
| Nonvested Shares (12/31/2024) | 11,017 shares | As above | Distributions paid on awarded shares to Ms. Richardson: $9,558 in 2024 |
AHR’s 2024 director equity awards are time-based, not performance-conditioned .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Kimco Realty Corporation (NYSE: KIM) | Independent Director | Audit; Executive Compensation (Chair); Nominating & Corporate Governance | No AHR compensation committee interlocks or related transactions >$120k were disclosed for 2024 |
Expertise & Qualifications
- Retail real estate strategy, site selection, and portfolio expansion expertise developed over 40+ years, including 20 years leading real estate at The Container Store .
- Public company board experience at Kimco (audit, compensation chair, nom/gov), bringing compensation governance and audit oversight proficiency .
- Sector leadership at ICSC (COO; prior Chair/Vice-Chair; long-tenured Trustee) reflecting broad industry best-practices exposure and network .
- Education: MBA in Real Estate (University of North Texas); B.S. in Education (Texas State University) .
Equity Ownership
| Holder | Beneficial Ownership (Common) | % of Shares Outstanding | Unvested/Nonvested Details | Ownership Alignment Policies |
|---|---|---|---|---|
| Valerie Richardson | 15,020 shares (as of Mar 27, 2025) | <1% | 11,017 nonvested restricted shares as of Dec 31, 2024 | Directors/officers are subject to stock ownership guidelines; hedging/pledging by directors and executive officers is prohibited by policy |
Governance Assessment
- Strengths for investor confidence: Independent status; active committee service (Compensation; Nominating & Corporate Governance); solid attendance; significant equity-based director pay creating alignment; and strong say-on-pay support at AHR (97.4%) .
- Potential conflicts/overboarding considerations: External commitments include COO role at ICSC and board/committee leadership at Kimco; no AHR compensation committee interlocks or material related-party transactions were disclosed for 2024, and conflicts are overseen by the Nominating & Corporate Governance Committee per policy .
- Alignment mechanisms: Time-based restricted stock for directors; corporate governance guidelines include minimum stock ownership requirements for directors; hedging/pledging prohibited—reduces misalignment risk .
No specific red flags were disclosed regarding related-party transactions, hedging/pledging, or low attendance; AHR’s policies and committee oversight frameworks address conflicts and director alignment .