JP Suarez
About JP Suarez
JP Suarez (age 61) is an independent director of Brixmor Property Group Inc. (BRX) since 2023, serving on the Audit Committee and designated by the Board as an audit committee financial expert. He holds a J.D. from the University of Pennsylvania Law School and a B.A. from Tufts University, with prior senior leadership roles at Walmart International and Walmart Inc., and at the U.S. Environmental Protection Agency .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart International | EVP, Regional Chief Executive Officer & Chief Administration Officer; Executive Committee member | 2018–2023 | Oversaw preparation of financial statements and accounting function; basis for audit committee financial expert qualification |
| Walmart Inc. | EVP & President, Realty Division | 2015–2018 | Led global retail real estate strategy/execution |
| Walmart Inc. | Various positions of increasing responsibility | 2004–2015 | Strategy, talent development, performance management expertise |
| U.S. Environmental Protection Agency | Assistant Administrator, Office of Enforcement & Compliance Assurance | 2002–2004 | Legal and compliance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EPR Properties (public company) | Director | Current | Member, Audit and Nominating/Company Governance Committees |
| ICSC | Vice Chairman | 2025 | Industry leadership and network |
| Massmart, Inc. (public company) | Director (prior) | Prior service | Retail expertise and African market exposure |
Board Governance
- Independence: Board determined Suarez is independent under NYSE rules; also “independent” for Exchange Act Section 10A(m)(3) audit committee standards .
- Committee assignment: Audit Committee member; Audit Committee chaired by Sandra A.J. Lawrence .
- Audit committee financial expert: Board determined all Audit members (including Suarez) qualify as financial experts; Suarez’s qualification based on Walmart oversight of financial statements and accounting .
- Attendance: In 2024, the Board held five meetings; all directors attended at least 75% of Board and committee meetings and all nine directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chair (Sheryl M. Crosland) and Presiding Independent Director (William D. Rahm) .
- Overboarding risk controls: Directors limited to four public boards and three audit committees; all directors in compliance .
- Cyber/AI oversight: Audit Committee oversees cybersecurity and risks related to use of AI technologies .
Fixed Compensation
2024 non-employee director compensation structure and Suarez’s received amounts:
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly |
| Audit Committee fee (member) | $17,500 | Non-chair member |
| Total cash fees (Suarez) | $77,500 | Sum of retainer + Audit fee |
| Annual equity grant (restricted stock) | $120,000 | Grant date April 25, 2024; vests on first anniversary |
| Total 2024 director compensation (Suarez) | $197,500 | No options or meeting fees disclosed |
Performance Compensation
- BRX does not disclose performance-based elements (e.g., PSUs or options) for non-employee directors; equity awards are time-vested restricted stock that vest on the anniversary of grant .
- No option awards to directors were reported for 2024 .
Other Directorships & Interlocks
| Company | Sector | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|---|
| EPR Properties | Net lease/experiential REIT | Director | Audit; Nominating/Company Governance | No related person transactions disclosed at BRX since Jan 1, 2024 |
| Massmart, Inc. | Retail (prior) | Director (prior) | N/A | Historical experience only |
- Compensation Committee interlocks: Proxy states none; Suarez is not on BRX’s Compensation Committee .
Expertise & Qualifications
- Retail and real estate operations leadership (Walmart International/Walmart Inc.) .
- Legal and compliance background (EPA Assistant Administrator) .
- Financial oversight experience, recognized as BRX Audit Committee financial expert .
- Education: J.D., University of Pennsylvania Law School; B.A., Tufts University .
- Skills matrix: Retail/omnichannel retail, legal, risk management, cybersecurity/data protection competencies indicated for Suarez .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| JP Suarez | 7,728 | <1% (based on 306,040,394 shares outstanding) | As of Feb 14, 2025; address c/o BRX |
- Stock ownership guidelines (independent directors): Required to own stock equal to 5x cash portion of annual Board fee within five years of joining the Board; restricted stock and earned time-vested RSUs count toward compliance .
- Pledging/hedging: Directors prohibited from pledging or hedging BRX securities .
- No disclosure of pledged shares for Suarez; none indicated in proxy .
Governance Assessment
- Independence and audit rigor: Suarez strengthens Audit Committee with retail, legal, and accounting oversight experience; designated audit committee financial expert—supportive for investor confidence in financial reporting and ESG data controls .
- Attendance/engagement: Board-wide attendance thresholds met and full annual meeting participation; indicates engagement .
- Compensation alignment: Director pay is balanced with cash retainer plus modest committee fees and time-vested equity; no options or performance-linked director awards—standard for REIT governance, with annual restricted stock vesting (April 25, 2024 grant) .
- Ownership alignment: Suarez holds BRX shares and is subject to five-year ownership guideline; prohibited pledging/hedging reduces misalignment risk .
- Conflicts/related parties: No related person transactions since Jan 1, 2024; policy requires Board review and recusal for any such transactions—reduces conflict risk given Suarez’s Walmart background and retail network .
- Overboarding risk: BRX enforces limits on directorships and audit committee memberships; all directors in compliance—mitigates overcommitment concerns alongside Suarez’s EPR board seat .
- Board refreshment and retail expertise: Suarez’s appointment advanced the Board’s strategic goal of strengthening retail expertise—positive for board effectiveness .
RED FLAGS
- None disclosed for Suarez: No pledging/hedging, no related party transactions, no attendance shortfalls, no compensation anomalies noted .
- Monitor potential perceived conflicts from Walmart-related relationships; current proxy indicates no reportable transactions .
Say-on-Pay context: BRX’s executive say-on-pay support remained high (96.6% in 2024), signaling overall shareholder confidence in governance/compensation practices; not directly about directors but supportive of governance sentiment .