Sheryl M. Crosland
About Sheryl M. Crosland
Independent Chair of the Board at Brixmor Property Group Inc. (BRX). Age 72; director since 2016 and currently serves on the Audit Committee, designated an audit committee financial expert. Background includes 30+ years in real estate investment management; former Managing Director and Retail Sector Head in JP Morgan Investment Management’s Global Real Assets Group. Education: MS in Industrial Management (Georgia Tech), BS (Furman); Certified Public Accountant.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JP Morgan Investment Management – Global Real Assets Group | Managing Director; Retail Sector Head | 1998–2014 | Led retail sector investing across real assets. |
| JP Morgan Investment Management | Various positions | 1984–1998 | Progressive leadership in investment management. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Donahue Schriber Realty | Board Member (former) | Not disclosed | Private real estate board experience. |
| Edens Investment Trust | Board Member (former) | Not disclosed | Private real estate board experience. |
| Public company boards | — | — | No current public company directorships disclosed. |
Board Governance
- Role: Independent Chair of the Board; Board leadership deliberately separated from CEO to enhance checks and balances and independent oversight.
- Committees: Audit Committee member; Brixmor designates all Audit members as “financial experts,” with Crosland’s qualification based on CPA education and 30+ years in real estate investment management.
- Ad hoc Investment Committee: Member; committee approves individual transactions between $50M–$150M (up to $200M for multi-asset deals).
- Independence: Board affirmed Crosland is independent under NYSE standards and Section 10A(m)(3) (audit committee).
- Attendance: In 2024 the Board held five meetings; all directors attended at least 75% of aggregate Board/committee meetings and all nine attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet regularly in executive session; Presiding Independent Director is William D. Rahm.
- Governance strength signals: Majority voting in uncontested elections; no poison pill; opt-outs from Maryland takeover statutes; independent standing committees; restrictions on number of other boards (≤4) and audit committees (≤3) — all directors in compliance. Pledging/hedging of company stock prohibited.
Fixed Compensation
2024 Director pay structure and Crosland’s compensation:
| Component | BRX Non-Employee Directors – Policy | Crosland 2024 Amount |
|---|---|---|
| Annual Board cash retainer | $60,000 (paid quarterly) | Included in $87,500 cash total |
| Audit Committee member fee | $17,500 (Chair: $35,000) | Included in $87,500 cash total |
| Compensation Committee member fee | $12,500 (Chair: $25,000) | Not applicable (not disclosed as member) |
| Nominating & Corporate Governance Committee member fee | $12,500 (Chair: $17,500) | Not applicable (not disclosed as member) |
| Ad hoc Investment Committee fee | $10,000 (Chair: $15,000) | Included in $87,500 cash total (member) |
| Equity grant (restricted stock) | $120,000; Chair: $175,000; vests on anniversary of grant | $175,000 |
Total 2024 compensation: Cash $87,500; Equity awards (grant-date fair value) $175,000; Total $262,500.
Performance Compensation
- Directors receive time-vested restricted stock; no performance-conditioned equity (no PSUs/options) or annual bonus metrics tied to director pay disclosed.
- Vesting: annual restricted stock vests on the anniversary of the grant date.
Other Directorships & Interlocks
| Type | Company | Role | Committee Roles |
|---|---|---|---|
| Prior private board | Donahue Schriber Realty | Director (former) | Not disclosed |
| Prior private board | Edens Investment Trust | Director (former) | Not disclosed |
| Current public boards | — | — | None disclosed |
- Compensation Committee interlocks: BRX Compensation Committee currently comprises Messrs. Dickson, Hurwitz, and Rahm; no interlocks or insider participation with Crosland.
Expertise & Qualifications
- CPA; MS Industrial Management (Georgia Tech), BS (Furman).
- Deep real estate investment management experience (retail sector head role at JP Morgan IM); audit committee financial expert designation.
- Non-profit/board leadership experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Sheryl M. Crosland | 50,381 | <1% | Includes 4,090 shares held by husband. |
| Shares pledged as collateral | None permitted | — | Directors/executives prohibited from pledging/hedging BRX stock. |
| Stock ownership guideline | 5× cash portion of prior year’s annual Board fee; 5-year compliance period | In compliance (served ≥5 years) | Independent directors ≥5 years are in compliance. |
Governance Assessment
- Strengths
- Independent Chair with audit committee financial expertise; enhances oversight of financial reporting, risk, and capital allocation (Audit and ad hoc Investment Committees).
- Clear director pay structure with material equity component for alignment; Chair equity grant at $175k with standard vesting; no options or performance “gaming.”
- Ownership alignment: >5-year independent directors compliant with 5× fee guideline; anti-pledging/hedging policy reduces misalignment risk.
- Independence affirmed under NYSE and Exchange Act; no related person transactions involving directors since 1/1/2024.
- Watch items
- Ad hoc Investment Committee participation concentrates significant transaction approval authority among a small group; Chair is not the committee chair, but continued monitoring of process rigor is prudent.
- RED FLAGS
- None disclosed: no related-party transactions, no tax gross-ups, no hedging/pledging, and adequate attendance.