Pamela J. Kessler
About Pamela J. Kessler
Independent Director at Healthpeak Properties, Inc. (NYSE: DOC). Age 59; joined the Board on March 1, 2024 following the Physicians Realty Trust merger; identified as independent under NYSE rules and designated a NYSE/SEC financial expert on the Audit Committee. Co-Chief Executive Officer and Co-President of LTC Properties, Inc. (NYSE: LTC); Certified Public Accountant (inactive).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LTC Properties, Inc. (NYSE: LTC) | Co-Chief Executive Officer | Since Dec 2024 | Executive leadership in healthcare REIT; risk, strategy, human capital |
| LTC Properties, Inc. (NYSE: LTC) | Co-President | Since May 2020 | Portfolio strategy and operations |
| LTC Properties, Inc. (NYSE: LTC) | EVP, CFO & Secretary | 2010–2024 | Public company CFO; financial reporting, capital markets |
| LTC Properties, Inc. (NYSE: LTC) | SVP, CFO & Secretary | 2007–2010 | Finance leadership |
| The Ezralow Company | Corporate Controller | 1997–2000 | Corporate accounting leadership |
| Irvine Apartment Communities (NYSE: IAC) | Director of Financial Reporting | 1994–1997 | SEC reporting |
| KB Home | Assistant Controller, Inland Empire Division | 1992–1994 | Division finance |
| Ernst & Young LLP | Senior Accountant, Real Estate Group | 1989–1992 | Audit/accounting in real estate |
| Physicians Realty Trust (formerly NYSE: DOC) | Trustee (Director) | 2018–2024 | Board oversight prior to merger into Healthpeak |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company employment | LTC Properties, Inc. (NYSE: LTC) | Co-CEO; Co-President | Current; healthcare REIT executive role |
| Non-profit | Providence Cedars-Sinai Tarzana Foundation | Board and Real Estate Committee | Community health foundation governance |
| Other public company directorships | — | None | No current public company boards listed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined Kessler is independent under NYSE rules |
| Committee assignments | Audit Committee member; committee designated 100% independent; marked as NYSE/SEC Financial Expert |
| Committee chair roles | None |
| Appointment date / years of service | Appointed March 1, 2024 (director since 2024) |
| Attendance | Board: 4 meetings in 2024 with 100% Board attendance overall; Committees: 18 total meetings in 2024 with 100% committee attendance overall; no director <75% |
| Time commitments | Company policy limits for executives; all nominees comply (including Kessler) |
Fixed Compensation
| Component | Policy/Amount | 2024 Amount for Kessler |
|---|---|---|
| Annual cash retainer (Independent Directors) | $85,000 | Included in fees below |
| Committee fees – Audit (member) | $17,500 (Chair $35,000) | Included in fees below |
| Independent Chair premium | $140,000 (not applicable) | — |
| Meeting fees (beyond 10 per body) | $1,500 per extra meeting; none in 2024 | $0 |
| Fees Earned or Paid in Cash (prorated from Mar 1, 2024) | — | $57,335 |
| Total 2024 Director Compensation (cash + equity) | — | $237,335 |
Performance Compensation
| Instrument | Grant date | Grant-date fair value | Shares/units | Vesting / Performance |
|---|---|---|---|---|
| RSUs (annual director equity retainer) | April 26, 2024 | ~$180,000 | 9,575 unvested RSUs held at 12/31/2024 | 1-year cliff vest on earliest of 1st anniversary, next annual meeting, or death/disability; service-based (no performance metrics) |
- Equity mechanics: Awards are forfeitable upon other terminations; designed to promote retention during annual term. No options are granted to directors under the current program.
Other Directorships & Interlocks
| Relationship | Entity | Nature | Relevance |
|---|---|---|---|
| Former trustee | Physicians Realty Trust (formerly NYSE: DOC) | Trustee 2018–2024 prior to merger into Healthpeak | Board refreshment via merger; sector continuity |
| Outside executive role | LTC Properties, Inc. (NYSE: LTC) | Co-CEO/Co-President | Same broad healthcare real estate space; company policy on overboarding/time commitments met; independence affirmed |
Expertise & Qualifications
- CPA (inactive); extensive public company CFO experience; healthcare real estate executive; risk oversight and finance experience suited for Audit Committee service. Designated NYSE/SEC financial expert on the Audit Committee.
Equity Ownership
| Holder | Shares beneficially owned | RSUs/options/PIUs (exercisable/vesting within 60 days) | Percent of class | Notes |
|---|---|---|---|---|
| Pamela J. Kessler | 32,822 | 9,575 RSUs | <1% | Includes 200 shares in IRA and 2,547 shares in spouse’s IRA |
- Director stock ownership guidelines: 5x annual cash retainer ($425,000) measured after five years of service; all Independent Directors for whom guidelines were effective on May 15, 2024 were in compliance. Kessler joined in 2024, so guideline not yet applicable. Anti-hedging and anti-pledging policies apply to all directors.
Governance Assessment
- Strengths: Independent; Audit Committee member and designated financial expert; relevant healthcare REIT CEO/CFO experience; Board-wide and committee-wide 2024 attendance was 100%, indicating strong engagement; no related-person transactions disclosed; robust anti-hedging/anti-pledging and related-party policies; director comp structure balanced (cash + RSUs) and reviewed by an independent consultant.
- Potential risks/considerations: Dual role as a sitting Co-CEO of a public REIT (LTC) may raise time-commitment and industry-overlap questions; however, the Board’s overboarding policy review confirms compliance, and independence was affirmed. No red flags on attendance, pledging/hedging, or related-party transactions were disclosed.
Insider Trading and Section 16(a) Compliance
| Person | 2024 Section 16(a) status | Notes |
|---|---|---|
| Pamela J. Kessler | In compliance | Company reported one late Form 4 for John T. Thomas; none noted for Kessler |
Notes on Director Compensation Structure
- Independent Director cash program (unchanged in 2024): $85,000 annual retainer; committee retainers as disclosed; additional fees only for meetings beyond 10 per Board/committee per year (none in 2024).
- Equity program: ~$180,000 RSU retainer; 1-year cliff vesting aligned to annual service term; no performance conditions for director equity.