Spencer Plumb
About Spencer Plumb
Independent director at CareTrust REIT (CTRE) since 2017; age 50. Plumb is President & CEO of Sabin Holdings, LLC (founded 2016), and previously co‑founded Excel Trust, Inc. (NYSE:EXL), serving as President, COO, and director until its 2015 sale to Blackstone. He holds a B.A. in Economics from Brigham Young University . CTRE’s Board affirms Plumb’s independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sabin Holdings, LLC | President & CEO | 2016–present | Global real estate platform leadership |
| Excel Trust, Inc. (NYSE:EXL) | Co‑founder; President & COO; Director | 2009–2015 (acquired by Blackstone in July 2015) | Led operations and REIT execution |
| Excel Realty Holdings; Price Legacy; Excel Legacy; New Plan Excel Realty Trust; Excel Realty Trust; Excel Interfinancial | Various roles | Prior to 2016 | Real estate operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Sabin Children’s Foundation | Director | n/a | Non‑profit board service |
Board Governance
- Independence: Non‑employee director; Board determined Plumb to be independent under NYSE rules .
- Committee assignments (2024/2025): Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Financial expertise: Designated “audit committee financial expert” by Board .
- Meetings and attendance: Board held 5 meetings in 2024; each director attended ≥75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting. Independent directors meet in regular executive sessions chaired by the independent Board Chair .
- Committee meeting cadence (2024): Audit (4), Compensation (6), Nominating & Corporate Governance (3), Sustainability & Corporate Responsibility (4) .
- Board leadership: Separate CEO and independent Chair structure (Chair: Diana M. Laing) .
Fixed Compensation
Director cash retainer framework and Plumb’s cash received.
| Component | 2023 Rate ($) | 2024 Rate ($) | Applies to Plumb? |
|---|---|---|---|
| Board annual cash retainer | 75,000 (raised to 80,000 in Apr 2023) | 80,000 | Yes |
| Audit Committee Chair | 20,000 | 25,000 | No |
| Compensation Committee Chair | 15,000 | 20,000 | Yes |
| Nominating & Corporate Governance Chair | 15,000 | 20,000 | No |
| SCR Committee Chair | 15,000 | 20,000 | No |
| Independent Board Chair additional retainer | 80,000 | 100,000 | No |
| Year | Cash Fees Received ($) | Citation |
|---|---|---|
| 2023 | 95,000 (80,000 board + 15,000 comp chair) | |
| 2024 | 100,000 (80,000 board + 20,000 comp chair) |
Performance Compensation
CTRE grants annual restricted stock to non‑employee directors; vesting is on the earlier of first anniversary or next annual meeting, subject to continued service.
| Year | Equity Grant (Grant‑Date Value, $) | Unvested RS at Year‑End (#) | Vesting Terms |
|---|---|---|---|
| 2023 | 120,000 | 6,192 | One‑year vest (service) |
| 2024 | 130,000 | 5,428 | One‑year vest (service) |
Directors may elect to convert cash fees into restricted stock subject to a one‑year vest .
Other Directorships & Interlocks
- Current public company boards: None disclosed (outside CTRE) .
- Committee interlocks: Compensation Committee (Plumb as Chair) disclosed no interlocks or insider participation; no member was an officer/employee; no reciprocal director/comp committee relationships with other issuers .
- Related‑party transactions: CTRE reports none requiring disclosure since Jan 1, 2023; audit committee oversees related‑party transaction approvals via a formal policy .
Expertise & Qualifications
- Real estate/REIT operating leadership (Excel Trust; Sabin Holdings) .
- Audit/financial literacy; designated audit committee financial expert .
- Education: B.A., Economics, Brigham Young University .
Equity Ownership
Beneficial ownership as of March 5, 2025.
| Holder | Common Shares Owned (#) | Restricted Stock (#) | Total Beneficial Shares (#) | % of Class |
|---|---|---|---|---|
| Spencer G. Plumb | 35,312 | 5,428 | 40,740 | <1% |
Director stock ownership guidelines require ≥6× annual cash retainer; directors must retain 50% of net after‑tax shares until compliant. As of Dec 31, 2024, all directors met or were within the allowed window to meet the guideline .
Governance Assessment
- Committee leadership and expertise: As Compensation Chair and audit committee financial expert, Plumb’s skills align with CTRE’s oversight needs; committee meeting cadence indicates active engagement .
- Independence and attendance: Independent under NYSE rules; attendance thresholds met; annual meeting participation confirmed .
- Pay structure: Increase in director equity (from $120k to $130k) and chair fees (Comp Chair $15k→$20k) from 2023 to 2024 reflects market alignment and added responsibilities; Plumb’s cash fees match framework .
- Alignment and risk controls: Ownership guidelines, anti‑hedging/pledging policy, and clawback regime enhance alignment; no related‑party transactions disclosed; no compensation committee interlocks reported .
- Shareholder signals: CTRE’s say‑on‑pay support was 96.5% in 2024, indicating strong investor backing of compensation governance overseen by the Compensation Committee .
RED FLAGS: None disclosed related to Plumb (no related‑party transactions; no interlocks; anti‑pledging/hedging framework in place) .