Sheila K. McGrath
About Sheila K. McGrath
Independent director since 2023 (age 60), with three decades of REIT-focused sell-side research and commercial real estate experience. Previously Senior Managing Director at Evercore ISI covering U.S. equity REITs; earlier roles at Keefe, Bruyette & Woods, Smith Barney, and UBS; began career as a commercial real estate appraiser. Education: BA in Economics (Lafayette College) and MBA in Finance (Rutgers University). Current public company directorships include Granite Point Mortgage Trust (NYSE: GPMT), Mid‑America Apartment Communities (NYSE: MAA), and New Mountain Net Lease Trust; active in Nareit governance bodies and Rutgers Center for Women in Business advisory board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evercore ISI | Senior Managing Director; REIT equity research lead | 2012–2022 | Covered U.S. equity REITs, real estate operating companies, and Mexican FIBRAs |
| Keefe, Bruyette & Woods | Managing Director; Sector Head for REIT Research; Research Review & Leadership Committees | ~5 years (pre‑2012) | Led REIT research; committee participation improved research governance |
| Smith Barney; UBS | Equity Research Analyst (REITs/real estate) | 1994–2007 | Sell-side coverage across REITs and real estate operators |
| Commercial RE Appraisal | Appraiser/Feasibility analyst | Early career | Valuation across property sectors; development feasibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Granite Point Mortgage Trust (NYSE: GPMT) | Director | Current | Governance oversight in CRE finance |
| Mid‑America Apartment Communities (NYSE: MAA) | Director | Current | Multifamily REIT oversight |
| New Mountain Net Lease Trust | Director | Current | Net-lease REIT oversight |
| Nareit | Advisory Board of Governors; Real Estate Investment Advisory Council; former Best Financial Practices Council | Current/former | Industry governance and best practices |
| Rutgers Center for Women in Business | Board of Advisors (founding member) | Current | Diversity and leadership development |
Board Governance
- Independence: Yes; determined under NYSE standards; seven of eight ARE nominees are independent .
- Committees: Life Science Committee member (LS); no Audit, Compensation, or Nominating & Governance roles disclosed .
- LS Committee activity: Committee met once in 2024; purpose is to inform Board on trends across life science/agtech/technology and strategic implications for ARE’s platform .
- Attendance and engagement: Directors achieved 99% attendance in 2024; each director attended at least 75% of Board and assigned committee meetings; all directors attended the May 14, 2024 annual meeting .
- Years of service on ARE Board: Director since 2023 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 110,000 | Standard non‑employee director retainer |
| Committee fees – Life Science Committee (member) | 20,000 | LS Committee member fee |
| Total fees earned or paid in cash | 130,000 | Matches disclosed total for Ms. McGrath |
| Equity grant (restricted stock/phantom units) – grant date fair value | 200,106 | Granted January 12, 2024; directors received fixed $200,000 divided by close price; FASB ASC 718 valuation includes expected dividends |
| Grant date | January 12, 2024 | Annual director award date |
| Vesting schedule | 3 years (time‑based) | Standard director equity vesting |
| Deferral election | 100% of restricted stock deferred into phantom stock units | Ms. McGrath elected full deferral under the Deferred Compensation Plan for Directors (DCPD) |
| Annual director pay cap under plan | 600,000 | Aggregate cap for non‑employee directors per 1997 Incentive Plan (grant-date fair value basis) |
Compensation mix: Cash 39% ($130,000) and equity 61% ($200,106); promotes alignment through equity-heavy structure .
Performance Compensation
| Metric/Instrument | Status | Key Terms |
|---|---|---|
| Bonus/meeting fees | Not disclosed/applicable | No meeting fees disclosed; cash structured as retainer + committee fees |
| Options | None disclosed | 2024 director table shows cash and stock awards; no option awards for directors |
| RSUs/Phantom Stock Units | Time‑based vesting (no performance metrics) | 3‑year vest; Ms. McGrath deferred award to phantom units |
| Change‑of‑Control (CoC) treatment | Accelerated vesting of unvested phantom units upon specified events | DCPD provides immediate vesting for unvested phantom units upon CoC, death/disability, stockholder removal/failure to be reelected without cause, or failure to be nominated without cause; distributions settled in common stock |
| Clawback policy | Robust company policy maintained | Listed among stockholder‑friendly practices; policy scope companywide |
No director performance metrics (e.g., TSR or EBITDA targets) are tied to compensation; awards are time‑vested, emphasizing long‑term alignment .
Other Directorships & Interlocks
| Company | Relationship to ARE | Potential Interlock/Related-Party Exposure |
|---|---|---|
| Granite Point Mortgage Trust (NYSE: GPMT) | Unrelated line of business (CRE finance) | No related‑party transactions disclosed involving Ms. McGrath |
| Mid‑America Apartment Communities (NYSE: MAA) | Multifamily REIT; unrelated to ARE’s life science focus | No related‑party transactions disclosed involving Ms. McGrath |
| New Mountain Net Lease Trust | Net‑lease REIT | No related‑party transactions disclosed involving Ms. McGrath |
Overboarding policy: ARE prohibits service on more than four other public company boards; all directors are compliant. Ms. McGrath serves on three other public boards, within policy .
Expertise & Qualifications
- Deep technical financial and REIT expertise; extensive sell‑side leadership covering REITs and CRE across Evercore ISI, KBW, Smith Barney, UBS .
- Governance and industry leadership via Nareit Advisory Board of Governors and Real Estate Investment Advisory Council; supports board effectiveness and best practices .
- Broader ecosystem engagement and diversity advocacy through Rutgers Center for Women in Business advisory role .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares owned (direct) | 300 | Direct holdings |
| Vested phantom stock units (DCPD) | 524 | Convertible into common shares upon distribution |
| Unvested phantom stock units (DCPD) | 4,221 | Unvested; subject to DCPD vesting and CoC triggers |
| Total beneficial interests (shares + vested phantom units) | 824 | Sum of direct shares and vested phantom units |
| Shares outstanding (record date) | 172,989,043 | Used for ownership percentage calculation |
| Ownership as % of shares outstanding | ~0.000476% | Calculated from 824 ÷ 172,989,043 |
| Ownership guidelines | 3x cash retainer for non‑employee directors; compliance “Yes” (phase‑in for 2023/2025 appointees) | Directors’ direct holdings and phantom units count toward guideline; Ms. McGrath is within five‑year phase‑in and directors are reported in compliance |
| Hedging/pledging | Prohibited | Anti‑hedging and anti‑pledging policies apply to directors |
Governance Assessment
-
Strengths
- Independent director with sector‑specific REIT and CRE expertise; committee assignment aligns with ARE’s life science focus (LS Committee) .
- Strong engagement culture at ARE (99% attendance; robust stockholder outreach); Board/committee independence and majority voting provide accountability .
- Equity‑heavy director pay (61% of 2024 mix) with three‑year vesting and mandatory holding/ownership guidelines supports alignment; anti‑hedging/anti‑pledging policies reduce misalignment risk .
- No related‑party transactions disclosed involving Ms. McGrath; company’s related‑person review overseen by Nominating & Governance Committee .
-
Watch items / potential risks
- Multi‑board commitments: three other public boards plus ARE; currently within ARE’s overboarding policy but merits ongoing monitoring for workload and scheduling (policy limit: no more than four other public boards) .
- Low direct ownership by share count; while phantom units count toward guidelines and align incentives, direct voting share exposure is de minimis (~0.000476%) .
- DCPD acceleration triggers (e.g., Change‑of‑Control) could vest unearned units; standard practice but investors should understand settlement mechanics and dilution effects are minimal given director award scale .
-
Contextual governance signals
- ARE’s director compensation is peer‑benchmarked with external consultant input (FTI) and capped under the 1997 Incentive Plan; committee membership independence and lead independent director roles enhance oversight .
RED FLAGS: None disclosed specific to Ms. McGrath (no related‑party transactions, hedging/pledging prohibited, attendance metrics strong). Monitor multi‑board commitments and low direct share ownership for alignment optics over time .