Thomas W. Dickson
About Thomas W. Dickson
Independent director of Brixmor Property Group (BRX), age 69, serving since 2015. Former Chief Executive Officer and Chairman of Harris Teeter Supermarkets with deep operational expertise in grocery retail and real estate; holds a B.A. and M.B.A. from the University of Virginia. The Board has affirmatively determined he is independent under NYSE standards (including for Compensation Committee service). Beneficial ownership: 51,068 BRX shares; less than 1% of outstanding as of Feb 14, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harris Teeter Supermarkets Inc. | Chief Executive Officer and Chairman of the Board | 2006–2014 | Led supermarket operations; governance leadership as Chair |
| Harris Teeter Supermarkets Inc. | Chief Executive Officer | 1997–2006 | Operational leadership in grocery retail |
| Harris Teeter/American & Efird, Inc. (A&E) | Executive Vice President | 1996–1997 | Oversight across operations |
| American & Efird, Inc. (former Harris Teeter A&E subsidiary) | President | 1994–1996 | Business leadership |
| American & Efird, Inc. | Executive Vice President | 1991–1994 | Senior operating role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conagra Brands, Inc. | Director (prior) | Not disclosed | Prior public company directorship |
| Dollar Tree, Inc. | Director (prior) | Not disclosed | Prior public company directorship |
| The Pantry, Inc. | Director (prior) | Not disclosed | Prior public company directorship |
| Current public company boards | None listed in BRX 2025 proxy | — | No current public company boards disclosed for Mr. Dickson in the proxy |
Board Governance
| Topic | Details |
|---|---|
| Committee assignments | Compensation Committee (member) |
| Committee chair roles | None; Compensation Committee chaired by William D. Rahm; Dickson is a member and signed the Committee Report |
| Ad hoc Investment Committee | Member; committee approves transactions $50–150M (or $200M multi-asset); chaired by Daniel B. Hurwitz |
| Independence | Board determined Dickson is independent under NYSE standards and Section 10C(b) for compensation committees |
| Attendance & engagement | Board met 5 times in 2024; all directors attended at least 75% of aggregate Board/committee meetings and all attended the 2024 Annual Meeting |
| Board leadership | Independent Chair (Sheryl M. Crosland); Presiding Independent Director (William D. Rahm); regular executive sessions |
Fixed Compensation
| 2024 Director Compensation (Non-Employee) | Amount |
|---|---|
| Cash fees (retainer + committee service) | $82,500 |
| Equity awards (restricted stock; grant-date fair value) | $120,000 |
| Option awards | — |
| Total | $202,500 |
| Equity grant date and vesting | Restricted stock granted April 25, 2024; vests on the anniversary of the grant date |
| Standard fee structure (for context) | $60,000 cash retainer; $120,000 restricted stock ($175,000 for Chair); committee cash fees: Audit $17,500 ($35,000 Chair); Nominating & Governance $12,500 ($17,500 Chair); Compensation $12,500 ($25,000 Chair); ad hoc investment $10,000 ($15,000 Chair) |
Performance Compensation
| Element | Structure |
|---|---|
| Annual bonus | None for non-employee directors (director pay is cash retainer + time-based restricted stock) |
| Performance equity (PSUs/TSR) | Not applicable to non-employee directors at BRX; director equity is restricted stock vesting with service |
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Compensation Committee interlocks | None; current members are Rahm (Chair), Dickson, Hurwitz; no interlocks disclosed |
| Related-party transactions | None since Jan 1, 2024 involving directors or executives, other than standard indemnification agreements |
Expertise & Qualifications
- Former CEO/Chair of a major supermarket chain; strong operational experience in grocery retail and broad real estate knowledge. Board cites his “extensive operational experience...supermarket grocery business,” “broad real estate knowledge,” and “substantial public company Board experience” as reasons for nomination.
- Skills matrix highlights leadership, retail/omnichannel and operations expertise among nominees; Dickson is identified within the director skills summary.
- Education: B.A. and M.B.A., University of Virginia, supporting financial and strategic acumen.
Equity Ownership
| Ownership item | Detail |
|---|---|
| Shares beneficially owned | 51,068 BRX common shares (as of Feb 14, 2025) |
| Percent of outstanding | <1% (306,040,394 shares outstanding as of Feb 14, 2025) |
| Director ownership guideline | 5x prior-year cash board fee (excluding committee/chair fees) within 5 years of joining the Board |
| Compliance status | Each independent director with 5+ years of service is in compliance (Dickson joined 2015) |
| Hedging/pledging | Prohibited for directors and executive officers |
Governance Assessment
-
Strengths
- Independence affirmed; serves on key Compensation Committee without interlocks—supports objective oversight of pay.
- High engagement: all directors met attendance thresholds and attended the 2024 Annual Meeting.
- Ownership alignment: meaningful share ownership and compliance with robust 5x retainer guideline; hedging/pledging banned.
- Relevant domain expertise (grocery retail operations, real estate) adds industry insight to tenant mix and leasing strategy oversight.
- Member of ad hoc investment committee that reviews sizable transactions—signals active involvement in capital allocation oversight.
-
Watch items
- Equity awards for directors are time-based (not performance-based), which is common but provides less direct pay-for-performance linkage at the director level.
- No current public-company interlocks or related-party transactions disclosed; continue to monitor future transactions for potential conflicts.
-
Shareholder sentiment signal
- Strong Say-on-Pay support (96.6% in 2024) indicates general investor confidence in compensation governance overseen by the committee on which Dickson serves.