William D. Rahm
About William D. Rahm
William D. Rahm, age 46, is Brixmor’s Presiding Independent Director and has served on the Board since 2013. He chairs the Compensation Committee and sits on the Nominating & Corporate Governance (NCG) Committee. Rahm brings a private equity and real estate investing background from Centerbridge Partners (Senior Managing Director; 2006–2024) and Blackstone Real Estate Private Equity (2000–2006), and holds an MBA (Harvard Business School), JD (Harvard Law School), and BA (Yale College). The Board has determined he is independent under NYSE rules, including for Compensation Committee service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centerbridge Partners, L.P. | Senior Managing Director; member of Management & Investment Committees | 2006–2024 | Led private equity and real estate investments; firm leadership responsibilities. |
| The Blackstone Group L.P. (Real Estate PE Group) | Professional, Real Estate Private Equity | 2000–2006 | Real estate private equity investing experience. |
External Roles
| Category | Company/Organization | Role | Tenure/Status |
|---|---|---|---|
| Prior public company boards | Extended Stay America, Inc. | Director (prior) | Prior directorship (not current). |
| Prior public company boards | Radius Global Infrastructure, Inc. | Director (prior) | Prior directorship (not current). |
| Public sector/leadership | New York City Regional Economic Development Council | Co-Chair | Ongoing leadership role disclosed. |
| Current public company boards | — | — | None disclosed in the proxy. |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee.
- Presiding Independent Director: Elected by independent directors to call and preside at executive sessions.
- Independence: Board affirms Rahm is independent under NYSE standards and independent for Compensation Committee service (Exchange Act §10C(b)).
- Attendance/engagement: 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 & structure: Independent Chair (separate from CEO); fully independent Audit, Compensation, and NCG Committees; regular executive sessions.
- Overboarding guardrails: Directors limited to four public company boards and three audit committees; all directors are in compliance.
- Pledging/hedging: Executives and directors are prohibited from pledging or hedging company securities.
Fixed Compensation (Non‑Employee Director Pay – 2024)
- Program design (annual): $60,000 cash retainer; $120,000 restricted stock (Board Chair $175,000); Committee fees—Audit $17,500 (Chair $35,000), NCG $12,500 (Chair $17,500), Compensation $12,500 (Chair $25,000); ad hoc Investment Committee $10,000 (Chair $15,000). Equity vests on the anniversary of grant date; 2024 grants were made April 25, 2024.
| Component | Amount | Notes |
|---|---|---|
| Cash retainer | $60,000 | Standard Board retainer. |
| Compensation Committee Chair fee | $25,000 | Chair differential for Comp Committee. |
| NCG Committee member fee | $12,500 | Member fee for NCG Committee. |
| Total cash fees (Rahm) | $97,500 | Sum of above for Rahm’s roles. |
| Restricted stock (annual grant) | $120,000 | Granted 4/25/2024; vests on 1‑year anniversary. |
| Total 2024 director compensation (Rahm) | $217,500 | As reported in Director Compensation table. |
No options or non‑equity incentives are paid to non‑employee directors; Rahm’s “Option Awards” line is zero.
Performance Compensation
| Instrument | Performance linkage | Vesting/Terms |
|---|---|---|
| Restricted stock (director equity) | None (time-based only) | Vests on anniversary of grant date; annual grant in 2024 on April 25. |
| Options | None granted to directors | Option awards reported as $0. |
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024; no BRX executive served on another company’s comp committee where a reciprocal relationship existed.
- Interlocks/related overlaps with competitors/suppliers/customers: Not disclosed.
Expertise & Qualifications
- Private equity and investment expertise (Centerbridge; Blackstone); real estate domain expertise.
- Legal training (Harvard Law) supports governance/transaction oversight.
- Leadership experience and risk management capabilities are highlighted in the Board skills matrix for Rahm.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Feb 14, 2025) | 56,068 shares (<1% of outstanding). |
| Shares outstanding (denominator for % calc) | 306,040,394 shares. |
| Ownership guidelines (independent directors) | Must own ≥ 5× prior-year cash Board fee (excl. committee/chair fees) within 5 years; the company discloses all independent directors with ≥5 years of service are in compliance. |
| Service tenure threshold | Rahm has served since 2013 (exceeds 5 years). |
| Pledging/hedging policy | Prohibited for directors and executives. |
Governance Assessment
-
Positive signals:
- Independent leadership: Separate Chair and CEO; Presiding Independent Director role held by Rahm facilitates executive sessions and independent oversight.
- Strong independence and attendance: Rahm deemed independent (incl. for Comp Committee); Board-wide attendance thresholds met; full attendance at 2024 annual meeting.
- Pay alignment for directors: Mix biased to equity via time‑vested restricted stock, supporting alignment without short‑term incentives; no director options.
- Ownership alignment: Robust stock ownership guidelines; company cites full compliance among independent directors with ≥5 years of service.
- Shareholder support context: Say‑on‑pay support has been high (2024: 96.6%; 2023: 96.5%; 2022: 97.3%; 2021: 97.6%), indicating broad confidence in Compensation Committee oversight.
-
Related‑party/Conflict review:
- No related person transactions since Jan 1, 2024 other than standard indemnification agreements.
- Compensation Committee interlocks: None disclosed.
-
Risk indicators to monitor:
- Private equity affiliations (ended 2024) can present potential perceived conflicts; however, BRX discloses no related‑party transactions and reaffirms independence. Continue monitoring future transactions and disclosures.
Say‑on‑Pay History (Context for Compensation Committee Oversight)
| Year | Approval % |
|---|---|
| 2021 | 97.6% |
| 2022 | 97.3% |
| 2023 | 96.5% |
| 2024 | 96.6% |
Committee Scope (for Rahm’s roles)
- Compensation Committee: Oversees CEO/NEO pay philosophy, goal‑setting, incentive plans, equity awards, clawback policy, risk review, and may retain independent advisors.
- Nominating & Corporate Governance Committee: Oversees director selection, independence, conflicts of interest, board/committee evaluations, succession planning, and ESG/corporate responsibility oversight.
RED FLAGS
- None evident in the proxy: No related‑party transactions involving directors; no comp committee interlocks; directors prohibited from pledging/hedging; board attendance standards met. Continue monitoring Form 4 filings and future related‑party disclosures for changes.
Sources: Brixmor Property Group Inc. DEF 14A (filed March 12, 2025). All data, roles, fees, and ownership figures as cited above.