Wilbur Smith III
About Wilbur H. Smith III
Independent director of American Healthcare REIT, Inc. (AHR) since 2016; age 52; currently serves on the Nominating and Corporate Governance Committee. Founder, CEO and President of Greenlaw Partners, LLC and Greenlaw Management, Inc., with a background spanning acquisitions, operations, and investment redevelopment across >$10 billion of transactions and 220 properties. Education: B.S. in Agriculture (Cal Poly San Luis Obispo) and a master’s in Real Estate Development (USC); licensed California real estate broker. Affiliations: YPO (Orange County Gold Chapter board), Tiger21 (founding Orange County member), USC Lusk Center board, USC Price School Board of Counselors (Vice Chair).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenlaw Partners, LLC | Chief Executive Officer, President, Founder | Founded March 2003; ongoing | Personally oversees acquisitions, operations, development/redevelopment; >$10.0B in acquisitions/dispositions across 220 properties (office, industrial, retail, multifamily, land) |
| Greenlaw Management, Inc. | Founder | Founded March 2003; ongoing | Commercial property management leadership |
| Makar Properties (Newport Beach) | Vice President | 1999–2003 | Real estate investment/development experience |
| American Healthcare REIT | Special Committee Member | Oct 2020–Oct 2021 | Served during strategic board processes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Young Presidents’ Organization (YPO) | Board member, Orange County Gold Chapter | Current | Executive network involvement |
| Tiger21 | Founding member, Orange County Chapter | Current | Investor peer network |
| USC Lusk Center for Real Estate | Executive Board | Current | Real estate academic engagement |
| USC Price School | Board of Counselors, Vice Chair | Current | Academic governance role |
| California Dept. of Real Estate | Licensed Broker | Current | Professional licensure |
Board Governance
- Independence: AHR’s Board has determined Mr. Smith is independent under NYSE standards; he is one of six independent directors on a nine-member Board.
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCGC) since October 2021; NCGC comprised of Flornes (Chair), Smith, Richardson; held three meetings in 2024.
- Attendance: Board held nine meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings.
- Leadership structure: Separate Chair and CEO; non-management directors hold executive sessions at least annually; there is no lead independent director.
- Conflicts oversight: NCGC oversees conflicts and related-party transactions; AHR has a formal Related Party Transactions Policy requiring NCGC approval/ratification.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $85,000 | Fees earned/paid in cash for service as non-employee director |
| Committee cash schedule (reference) | Audit Chair: $20,000; Audit Member: $5,000; Compensation Chair: $12,500; NCGC Chair: $12,500; Lead Independent Director: $100,000 | Mr. Smith is an NCGC member (not Chair); schedule illustrates incremental chair/member fees |
| Reimbursements | Out-of-pocket expenses reimbursed monthly | Standard director practice; no other benefits |
Performance Compensation
| Equity Award | Shares/Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Listing Equity Award (RS) | 7,407 shares; $192,159 grant-date value | Feb 9, 2024 | 25% annually on each of the first four anniversaries of grant, subject to continued service | Same vesting terms as employee Listing Equity Awards; directors received restricted stock (time-based, not performance-conditioned) |
No director-specific performance metrics (TSR, FFO, etc.) apply to director equity awards; these are time-based restricted shares.
Other Directorships & Interlocks
- Other public company boards: None disclosed for Mr. Smith in AHR’s 2025 DEF 14A biography.
- Private/industry boards: YPO, Tiger21, USC Lusk Center, USC Price School Board of Counselors (Vice Chair).
- Interlocks: No shared directorships with AHR competitors/suppliers/customers disclosed.
Expertise & Qualifications
- Real estate operations, acquisitions, and capital markets expertise; oversight of large, multi-asset portfolios and joint ventures with leading global institutions.
- Academic and industry engagement (USC real estate boards); licensed broker; senior leadership roles in development and property management.
- Board contribution: Enhances investment strategies and operational execution; aligns with AHR’s healthcare real estate focus.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | OP Units | Pledge Status | Nonvested Restricted Shares (as of 12/31/24) |
|---|---|---|---|---|---|
| Wilbur H. Smith III | 29,337 | <1.0% | 0 | None of the above shares pledged | 11,017 |
- Hedging/Pledging policy: Directors are prohibited from entering hedging or pledging transactions involving AHR securities.
- Ownership guidelines: AHR Corporate Governance Guidelines set minimum stock ownership requirements for directors and officers (specific multiples not disclosed in proxy).
Governance Assessment
- Board effectiveness: Smith’s deep operating and development background in commercial real estate (>$10B transactions; 220 properties) adds practical investment discipline and asset optimization expertise to AHR’s board, benefitting capital allocation and portfolio strategy.
- Independence and engagement: Independent status, active committee service (NCGC), and minimum attendance threshold achieved across Board and committee meetings support investor confidence in governance rigor.
- Alignment: Time-based restricted stock grants and beneficial ownership provide direct economic alignment; hedging/pledging prohibitions and ownership guidelines further strengthen alignment with shareholders.
- Conflicts: Smith leads private real estate firms (Greenlaw). AHR’s NCGC formally oversees conflicts and related-party transactions, and no transactions with Greenlaw or family members are disclosed; directors must recuse from any conflicted votes. This mitigates perceived conflict risk.
- RED FLAGS: None observed in the proxy related to pledging, related-party transactions, attendance, or director-specific pay anomalies.