Diana Laing
About Diana Laing
Diana M. Laing, age 70, has served on CareTrust REIT’s Board since 2019, was Lead Independent Director from January–June 2022, and has been independent Chair of the Board since June 2022 . A veteran REIT CFO and audit-trained executive (Arthur Andersen), she brings deep capital markets, financial reporting, and real estate operating experience across multiple public REITs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexander & Baldwin (NYSE:ALEX) | Interim EVP and Interim CFO | Oct 2018–May 2019 | Supported REIT finance and post-conversion operations |
| American Homes 4 Rent (NYSE:AMH) | Chief Financial Officer | 2014–Jun 2018 | Led finance for SFR REIT; capital markets and reporting |
| Thomas Properties Group | CFO & Secretary | May 2004–Dec 2013 | Institutional investment manager; merged with Parkway |
| Triple Net Properties, LLC | Chief Financial Officer | Jan–Apr 2004 | RE asset/finance oversight |
| New Pacific Realty Corp. | Chief Financial Officer | Dec 2001–Dec 2003 | Corporate finance leadership |
| Firstsource Corp. | Chief Financial Officer | Jul 2000–May 2001 | CFO accountability |
| Arden Realty (public REIT) | EVP, CFO & Treasurer | Aug 1996–Jul 2000 | Largest SoCal office owner; finance leadership |
| Southwest Property Trust (public REIT) | EVP, CFO & Treasurer | 1982–Aug 1996 | Multifamily REIT finance |
| Arthur Andersen & Co. | Auditor (early career) | Not disclosed | Audit foundation |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Alexander & Baldwin (NYSE:ALEX) | Independent Director | Current | Public REIT board service |
| The Macerich Company (NYSE:MAC) | Independent Director | Current | Public REIT board service |
| Host Hotels & Resorts (Nasdaq:HST) | Independent Director | Current | Public REIT board service |
| Spirit Realty Capital (NYSE:SRC) | Independent Director | Prior | Former public REIT directorship |
| RREEF Core Plus Industrial Fund | Director | Current | Private fund board |
Board Governance
- Independence: Laing is an independent director under NYSE rules .
- Board leadership: Independent Chair since June 2022; previously Lead Independent Director (Jan–Jun 2022) .
- Committee assignments (CTRE):
- Compensation Committee member
- Nominating & Corporate Governance Committee member
- Sustainability & Corporate Responsibility (SCR) Committee Chair
- Attendance: Board held five meetings in 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly; sessions chaired by Laing as Board Chair .
- Years of service on CTRE board: Director since 2019 .
Fixed Compensation
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Board member annual cash retainer | $80,000 | Effective April 2024 program |
| Non‑executive Chair of the Board retainer | $100,000 | Additional cash retainer for Chair |
| SCR Committee Chair retainer | $20,000 | Committee chair fee |
| Total cash fees earned (2024) | $200,000 | Reported director compensation table |
Performance Compensation
| Equity Award | Grant Value | Shares (Unvested as of 12/31/24) | Grant/vesting terms | Performance Metrics |
|---|---|---|---|---|
| Annual restricted stock (non-employee director program) | $130,000 | 5,428 shares | Granted at annual meeting; vests on earlier of first anniversary or next annual meeting, subject to service | None (time-based vesting only) |
CTRE’s non-employee director equity program provides a non-discretionary annual restricted stock grant with time-based vesting; no performance metrics apply to director equity .
Other Directorships & Interlocks
| External Company | Sector | Potential Interlocks/Conflicts |
|---|---|---|
| Alexander & Baldwin (ALEX) | Commercial REIT | No CTRE related‑party transactions disclosed; independence affirmed |
| Macerich (MAC) | Retail REIT | Same as above |
| Host Hotels (HST) | Lodging REIT | Same as above |
| Spirit Realty (SRC) | Net‑lease REIT (prior) | Prior role; no current interlock |
| RREEF Core Plus Industrial Fund | Private fund | No CTRE related‑party transactions disclosed |
CTRE discloses no related‑party transactions >$120,000 with directors or related persons since Jan 1, 2024; audit committee oversees related‑party review procedures .
Expertise & Qualifications
- Financial reporting, accounting, and capital markets expertise; extensive REIT CFO/treasurer background across multiple public REITs .
- Board leadership experience; independent Chair at CTRE, prior Lead Independent Director .
- Industry scope: healthcare and commercial real estate; capital allocation and M&A proficiency per CTRE skills matrix .
Equity Ownership
| Holder | Common Shares Owned | Restricted Stock (Unvested) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Diana M. Laing | 26,306 | 5,428 | 31,734 | <1% |
- Director stock ownership guidelines: each non-employee director must own at least six times the annual cash retainer; directors must retain 50% of net-after-tax shares until in compliance; as of Dec 31, 2024, all non-employee directors met the requirement or were within the 5-year compliance window .
- Hedging/pledging: directors prohibited from short-term trading, hedging, and pledging without preclearance under insider trading policy .
Governance Assessment
- Strengths: Independent board chair; robust committee leadership and independence (Audit/Comp/NCG/SCR entirely independent) ; regular executive sessions chaired by Laing ; director ownership policy and compliance ; strong shareholder support for say‑on‑pay (96.5% approval in 2024), signaling investor confidence in governance and pay design .
- Compensation alignment: Director pay mix combines fixed cash with time‑vested equity; Chair and committee chair retainers appropriately reflect responsibilities; no director‑level performance pay or meeting fees disclosed .
- Conflicts/related parties: No related‑party transactions with directors disclosed for 2024 ; audit committee pre-approval and oversight processes in place .
- Attendance/engagement: ≥75% attendance threshold met by all directors; all attended 2024 annual meeting .
Overall, Laing’s extensive REIT finance background, independent chair role, committee leadership across compensation, governance, and sustainability, and clean related‑party profile support board effectiveness and investor confidence at CTRE .