Susan Givens
About Susan L. Givens
Independent director, age 48, appointed by the Board effective April 1, 2025. Former Senior Managing Director in Blackstone’s real estate group (focus on BREIT) and prior CEO of New Senior Investment Group; long-tenured private equity executive at Fortress (including CFO/Treasurer of New Residential Investment Corp). The Board affirmed her independence and noted she will be considered for committee assignments at its next regular meeting; she would qualify as an Audit Committee financial expert if appointed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone (Real Estate) | Senior Managing Director; focus on BREIT | 2022–2024 | Led asset management for US student housing, single-family rental, and other residential investments |
| New Senior Investment Group (NYSE: SNR) | Chief Executive Officer; Director | 2014–2021 (until sale to Ventas) | Led externally managed healthcare REIT through sale; public company CEO experience |
| Fortress Investment Group (Private Equity) | Managing Director | ~13+ years | Oversaw real estate, healthcare, financial services, infrastructure & leisure investments |
| New Residential Investment Corp (NYSE: NRZ) | Chief Financial Officer & Treasurer | During Fortress tenure | Public mortgage REIT finance leadership |
| Seaport Capital; Deutsche Bank | Private equity & investment banking roles | Not disclosed | Early-career transaction and capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Urban Edge Properties (NYSE: UE) | Board of Trustees (prior) | Not disclosed | Prior public REIT board service |
Board Governance
- Independence: Board determined Givens is independent under NYSE and company standards .
- Committee assignments: None initially; Board will consider assignments at next regular meeting following her election .
- Audit Committee qualification: Board stated she would qualify as an “audit committee financial expert” if appointed .
- Board activity: Board held six meetings in 2024; directors nominated for re-election attended ≥75% of Board/committee meetings they served—Givens was appointed in 2025 (no 2024 attendance) .
- Board leadership: Independent non-executive Chair; independent directors meet in executive session at least four times per year .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Non-employee Director) | $80,000 | Paid around May 31; option to take in stock at 95% of market price; pro-rated for mid-year appointees |
| Annual Equity Retainer (Non-employee Director) | $135,000 | Granted in common stock; number of shares based on average closing price on/around May 31; vested immediately |
| Chair of Board Retainer | $70,000 | Additional cash for Board Chair |
| Chair of Audit Committee Retainer | $30,000 | Additional cash for Audit Chair |
| Chair of Compensation Committee Retainer | $15,000 | Additional cash for Compensation Chair |
| Chair of Nominating & Governance Committee Retainer | $15,000 | Additional cash for Nominating/Governance Chair |
| Chair of Sustainability Committee Retainer | $15,000 | Additional cash for Sustainability Chair |
| Meeting Fees | $0 | Company does not pay meeting fees; reimburses reasonable expenses |
2024 director stock grant example: 5,836 shares per non-employee director on May 31, 2024 at $23.13 closing price (immediately vested). Several directors elected to receive cash retainers in stock at a 5% discount; incremental value disclosed .
Performance Compensation
| Performance Component | Disclosed? | Details |
|---|---|---|
| Director performance-based incentives | No | Non-employee director comp is retainer-based cash and time-vested equity; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Public boards | Previously served on Urban Edge Properties board of trustees |
| Interlocks/overboarding | Board applies limits (≤4 total public boards for non-exec directors; ≤3 audit committees) as part of independence/governance review . No interlocks requiring disclosure were noted . |
| Related-party transactions | Audit Committee reviews/approves related-party transactions; none requiring Item 404(a) disclosure since Jan 1, 2024 . |
Expertise & Qualifications
- Real estate and capital allocation: Senior roles at Blackstone, Fortress, and as CEO/CFO of public REITs; asset management leadership across student housing and SFR; deep REIT operations and capital markets experience .
- Financial expertise: Would qualify as an audit committee financial expert if appointed .
- Governance orientation: Prior public REIT board service; independence affirmed; Board’s governance policies include anti-hedging/anti-pledging, majority voting, and robust evaluations .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 0 | As of record date Feb 27, 2025; initial director grant to occur after April 1, 2025, prorated . |
| Ownership % of shares outstanding | <0.01% | Based on 167,910,024 shares outstanding . |
| Vested vs. unvested | N/A | Director equity retainer vests immediately upon grant; none held yet at record date . |
| Shares pledged | None | Company policy prohibits pledging; none of directors hold pledged stock . |
| Ownership guidelines | 5× annual cash retainer | Directors must meet within five years of joining Board; compliance measured annually . |
| Current guideline status | New director grace period | Company notes Givens owned no stock at filing; initial grant will occur after appointment; directors (on average) far exceed guideline, but new directors have compliance window . |
Governance Assessment
- Committee readiness and expertise: Strong fit for Audit and investment oversight given REIT finance/asset management background; Board pre-identified her Audit financial expert qualification—supportive for committee effectiveness .
- Independence and conflicts: Independence affirmed; no related-party transactions requiring disclosure; strong policies (Vendor Code, Ethics Code, Audit Committee oversight) mitigate conflict risk .
- Alignment and ownership: Initial alignment gap (0 shares at record date) will be addressed via pro-rated equity grant and 5× retainer ownership guideline within five years; anti-hedging/anti-pledging rules and director holding practices support long-term alignment .
- Board quality signals: Independent Chair, frequent executive sessions, majority voting, robust evaluations and succession planning—all supportive of board effectiveness .
RED FLAGS
- Initial ownership: 0 shares as of record date (pre-grant). Mitigants: Prorated grant post-appointment and five-year guideline window; anti-hedging/pledging policy in force .
- Committee assignments: Not yet determined—monitor near-term committee placement to assess influence on Audit/Compensation/Nominating effectiveness .
Monitoring Items
- Confirm committee assignment outcomes post-Annual Meeting and track attendance/engagement in 2025 .
- Track any future related-party disclosures linked to prior affiliations (e.g., Blackstone/BREIT) via Audit Committee oversight—none to date .