Tara Innes
About Tara S. Innes
Independent director since February 2020; age 67. Former Managing Director and Global Head of Public Fixed Income Research at AIG Investments; prior leadership roles in fixed income and REIT coverage at Fitch, plus real estate finance roles at MetLife and Merrill Lynch Hubbard. NACD Directorship Certified with CERT Certificate in Cybersecurity Oversight (2023); BA from Boston College . Independent under NYSE rules; determined “financially literate” and designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIG Investments, Inc. | Managing Director, Global Head of Public Fixed Income Research | 2009–Apr 2016 | Led global analytical team across IG/HY/sovereign/muni/emerging markets; capital markets relationships |
| AIG Asset Management US LLC | Team Leader, Financial Institutions | 2006–2009 | Led FI coverage within asset management |
| Fitch Learning US Inc. (subsidiary of Fitch Ratings) | Managing Director & Team Leader for REITs and Financial Institutions | ~2004–2006 | Directed sector coverage; frequent industry speaker |
| MetLife, Inc. | Various positions in real estate investments and finance | Pre-2004 | Real estate investment/finance responsibilities |
| Merrill Lynch Hubbard, Inc. | Various positions in real estate investments and finance | Pre-2004 | Real estate investment/finance responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Credit Roundtable Association | Director; Treasurer; Chair, Finance Committee | Co-founded in 2007; ongoing | Investor advocacy for bondholders |
| NACD | NACD Directorship Certified; CERT in Cybersecurity Oversight | CERT in 2023 | Cyber-risk oversight credential |
| Public company boards | — | — | No other public boards disclosed in DEF 14A |
Board Governance
- Independence: Determined independent by the Board under NYSE standards .
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Audit expertise: “Audit committee financial expert”; financially literate .
- Attendance: Board held 8 meetings in 2024; Audit (5), Compensation (6), Nominating & Corporate Governance (4); each director attended at least 75% of Board and committee meetings for which they served .
- Executive sessions: Independent directors meet in executive session after each regularly scheduled Board meeting; presided by the independent Chairman .
- Board leadership: Independent Chairman structure since Jan 1, 2024 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid in equal bi-annual installments |
| Committee chair cash retainer (Audit) | $25,000 | Chair fee for 2024 |
| Meeting fees | $0 | No meeting attendance fees; travel reimbursed |
| 2024 cash paid (T. Innes) | $100,000 | Cash retainer + chair fee |
Performance Compensation (Director)
| Equity Award | Grant Structure | Quantity/Value | Vesting |
|---|---|---|---|
| 2024 annual director equity grant | Restricted common stock and/or LTIP units (director election) | 7,042 restricted shares and 2,814 LTIP units for T. Innes; grant date fair value $114,994 | Vests upon earlier of 1-year anniversary of grant or 2025 annual meeting |
| Long-term performance LTIP Units (Board-wide) | Performance-based LTIP Units under 2024 Plan granted Aug 26, 2025 to senior management and non-employee directors | Aggregate 844,000 LTIP Units; earned based on stock price appreciation hurdles | Vest in full on 5th anniversary of grant, subject to service and performance; 75% earned at $33.78; 100% at $36.03; nothing if below $33.78; performance window through 8th anniversary |
Director performance metrics (for 2025 LTIP program)
- Stock price hurdles: 75% earned at $33.78; 100% at $36.03; baseline-to-applicable price constructs define measurement; zero earned if below $33.78 .
Other Directorships & Interlocks
| Company | Ticker | Role | Interlock/Conflict Note |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Innes |
Expertise & Qualifications
- Fixed income and credit analysis; leadership in global public fixed income research (AIG) .
- REITs/Financial Institutions coverage experience (Fitch) .
- Real estate investments/finance background (MetLife; Merrill Lynch Hubbard) .
- Investor advocacy governance (Credit Roundtable) .
- Cybersecurity oversight credential (CERT) and NACD certification .
- Audit committee financial expert designation .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Shares+Units Beneficially Owned | % of Shares+Units | Notes |
|---|---|---|---|---|---|
| Tara S. Innes | 15,340 | <1% | 33,176 | <1% | Excludes 2,814 LTIP units subject to vesting conditions |
- Ownership guidelines: Non-employee directors must maintain equity equal to 5x annual cash retainer; compliance required within five years; all outside directors are in compliance .
- Anti-hedging/anti-pledging: Hedging and pledging prohibited absent Nominating & Corporate Governance Committee approval; waivers granted in 2025 to CEO and Vice Chairman for incremental pledges—no pledge disclosure for Innes .
Governance Assessment
- Strengths: Independent director with deep credit and REIT analysis expertise; Audit Chair and designated financial expert; strong attendance; independent Compensation Committee membership; robust anti-hedging/anti-pledging and ownership policies, with directors in compliance .
- Compensation alignment: Director pay mix balanced between fixed cash and time-based equity; 2025 introduction of performance-based LTIP units for directors ties long-term alignment to absolute share price hurdles (multi-year retention and value creation orientation) .
- Conflicts/related-party exposure: No Item 404 related-party transactions disclosed for Innes; Compensation Committee disclosed no interlocks or insider participation concerns . Company-level related-party services exist with an entity controlled by the CEO (IT/admin/space), but not involving Innes .
- Attendance and engagement: Board and committees met regularly; directors met attendance expectations; independent director executive sessions after each Board meeting enhance oversight .
- Shareholder feedback: Board adopted annual say-on-pay frequency following 2024 vote in which more than 97% supported annual frequency .
Director Compensation (Detail for 2024)
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Tara S. Innes | 100,000 | 114,994 | 214,994 |
Board Committees – Innes
| Committee | Role | Meetings (2024) | Notable Oversight |
|---|---|---|---|
| Audit | Chair; financial expert | 5 | Financial reporting integrity; ICFR; compliance; internal audit; auditor independence; cybersecurity oversight |
| Compensation | Member | 6 | Executive/NEO pay programs; director compensation policy; equity plan administration; independent consultant engagement |
Policies and Shareholder Matters
- Anti-hedging and anti-pledging policy for directors; limited waivers granted to executives per legacy IPO arrangements; no such waivers noted for Innes .
- Majority voting in uncontested elections with director resignation policy for failures to receive a majority of votes cast .
- Director attendance policy at annual meetings; 6 of 7 directors attended in 2024 .
RED FLAGS: None disclosed specific to Innes. Company-level pledging waivers for CEO/Vice Chairman and related-party services with CEO-affiliated entity represent environmental watch items but do not implicate Innes directly .