Careina Williams
About Careina D. Williams
Careina D. Williams, 49, has served as an independent director of CareTrust REIT, Inc. (CTRE) since 2022. She is Founder and Managing Partner of Caro Investors and was designated by the Board as an “audit committee financial expert,” reflecting deep credit analysis and real estate finance expertise; she holds an A.B. in Economics and an M.B.A. from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caro Investors | Founder and Managing Partner | Current | Credit-oriented real estate investment strategy |
| Sundance Bay Debt Opportunity Fund | Managing Director & Portfolio Manager; Advisory Board Member | Advisory Board 2018–2020; joined subsequently as Principal | Debt fund management and governance |
| Zero G Capital Management LLC | Chief Operating Officer | 2017–2018 | Hedge fund operations leadership |
| Artemis Real Estate Partners | Principal, Acquisitions & Asset Management | 2012–2017 | Underwriting/asset management across senior housing, medical office, and other CRE |
| Capri Capital Partners, LLC | Principal, Investments | 2003–2012 | Institutional real estate investing |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| United Church of Christ | Trustee; Vice-Chair, Investments & Endowment Committee | Current |
| Peoples Congregational Church (United Church of Christ) | Trustee; Chair, Finance & Endowment Committee | Prior service |
| Urban Land Institute | Member, Commercial & Retail Development Council (Silver) | Ongoing industry engagement |
Board Governance
- Independence: Board determined Williams is independent under NYSE rules .
- Committees: Audit (Chair), Compensation (Member), Sustainability & Corporate Responsibility (Member). Committee meetings held in 2024: Audit 4; Compensation 6; Nominating & Corporate Governance 3; SCR 4 .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings served; all directors attended the 2024 annual meeting. Independent directors meet regularly in executive session, chaired by the Independent Chair .
- Audit Committee Financial Expert: Board determined Williams qualifies as an “audit committee financial expert” per SEC rules .
- Governance policies: Director stock ownership guidelines; Code of Business Conduct; Corporate Governance Guidelines; Insider Trading Policy (filed with 2024 10-K) .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $80,000 | Effective April 2024 |
| Audit Committee Chair Cash Retainer | $25,000 | Role-based fee |
| Total Cash Fees (2024) | $105,000 | Reported for Williams |
| Annual Restricted Stock (Grant Date Value) | $130,000 | Grants at annual meeting; 1-year vest |
| Total (Cash + Stock) | $235,000 | Director compensation table |
Additional program features:
- Optional cash-to-stock election for director fees (restricted stock, 1-year vest) .
- Director stock ownership guideline: at least 6× annual cash retainer (excluding chair fees); directors must retain 50% of net after-tax shares until in compliance. As of December 31, 2024, all non-employee directors met the requirement or were within the 5-year compliance window .
Performance Compensation
- Directors do not receive performance-based equity; annual grants are time-based restricted stock that vests on the earlier of one year or the next annual meeting .
- As a Compensation Committee member, Williams helps oversee executive pay-for-performance. 2024 executive annual cash incentive metrics and outcomes:
| Metric | Threshold | Target | High | Super High | Extraordinary | Actual 2024 Outcome |
|---|---|---|---|---|---|---|
| NFFO per share | $1.4116 | $1.4421 | $1.4734 | — | — | $1.4993 |
| Capital Deployment | $200M | $300M | $400M | $750M | $1,500M | $1,529M |
| Avg Quarterly Net Debt / Normalized Run-Rate EBITDA | 3.50x | 3.00x | 2.50x | — | — | 0.40x |
| CEO ESG Incentives (qualitative) | Defined thresholds | Defined targets | High | — | — | Achieved High |
Resulting payouts: CEO at 275% of target; CFO and CIO at 250% of target, reflecting extraordinary capital deployment and leverage metrics .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company directorships | None disclosed in CTRE proxy |
| Prior public company directorships | None disclosed |
| Interlocks (comp committee) | Committee members (Plumb, Laing, Williams) were independent; no relationships requiring disclosure were reported (no insider participation or interlocks indicated) . |
Expertise & Qualifications
- Education: A.B. in Economics (Harvard); M.B.A. (Harvard Business School) .
- Technical expertise: Credit analysis; underwriting, financing, acquiring and managing real estate across multiple property types; sustainability and environmental risk perspectives .
- Regulatory/financial literacy: Audit committee financial expert designation .
Equity Ownership
| Holder | Common Shares Owned | Unvested Restricted Stock | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Careina D. Williams | 12,690 | 5,428 | 18,118 | <1% |
Additional details:
- As of Dec 31, 2024, each non-employee director held 5,428 unvested restricted shares from the 2024 annual grant .
- Anti-hedging and pledging policy prohibits short-term/speculative trading and hedging; pledging requires preclearance, enhancing alignment .
Governance Assessment
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Strengths
- Independent director; Audit Chair and designated financial expert, bolstering oversight of financial reporting, internal controls, and cybersecurity .
- Compensation Committee member during a year of strong pay-for-performance alignment; 2024 incentives tied to NFFO/share, capital deployment, leverage, and ESG objectives, with transparent thresholds and extraordinary achievement .
- Robust director stock ownership guidelines; all non-employee directors met or were within compliance window, and annual equity grants (time-based RS) reinforce skin-in-the-game .
- No related-party transactions reportable >$120,000 since Jan 1, 2024; formal related-person transaction policy with Audit Committee oversight .
- Strong say-on-pay support: over 96.5% approval at 2024 and each year since 2017, signaling shareholder confidence in compensation governance .
-
Watch items
- Dual service as Audit Chair and Compensation Committee member demands careful workload balance and continued independence vigilance; the Board affirms independence and sets committee structures with regular executive sessions .
- External role leading a private debt investment firm focused on CRE could, in theory, present potential conflicts if transactions involved CTRE or its counterparties; however, CTRE reports no related-party transactions and maintains formal approval procedures .
Overall signal: Governance quality appears constructive—independent leadership, rigorous committee oversight, clear pay-for-performance metrics, strong director ownership norms, and absence of related-party concerns. High say-on-pay support further underpins investor confidence .