Katherine Sandstrom
About Katherine M. Sandstrom
Independent director at EastGroup Properties (EGP); age 56; joined the EGP Board in 2020. She chairs the Nominating and Corporate Governance Committee and serves on the Audit Committee; designated an “Audit Committee financial expert.” Sandstrom holds a B.A. in Accounting from the University of West Florida and is a certified public accountant (CPA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heitman LLC (real estate investment manager) | Senior Managing Director; Global Head – Public Real Estate Securities | 2013–2018 | Member: Global Management Committee, Board of Managers, Allocation Committee |
| Heitman LLC | Advisor | Jul 2018–Mar 2019 | Strategic advisory to public real estate securities business |
| Heitman LLC | Various senior leadership roles after joining | 1996–2013 | Progression across institutional real estate investment functions |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Healthpeak Properties (NYSE: PEAK) | Director; Chair of the Board | Director since 2018; Chair since 2023 | Chair, Nominating & Corporate Governance Committee |
| Urban Edge Properties (NYSE: UE) | Director | Since 2022 | Audit Committee; Corporate Governance & Nominating Committee |
| Toll Brothers, Inc. (NYSE: TOL) | Director | Since 2023 | Not disclosed in EGP proxy |
Board Governance
- Committee assignments: Audit Committee member (7 meetings in 2024) and Chair of the Nominating & Corporate Governance Committee (3 meetings in 2024). The Board resolved to continue these roles effective upon re‑election at the 2025 annual meeting .
- Independence: EGP has six of seven independent directors; Audit, Compensation, and Nominating & Corporate Governance Committees are 100% independent .
- Attendance and engagement: The Board held 7 meetings and Board committees held 20 meetings in 2024; each director attended at least 75% of meetings, with 98% average attendance and 100% attendance at the 2024 annual meeting .
- Audit oversight: The Audit Committee met at least quarterly; in 2024 it met seven times, including four executive sessions with KPMG. Sandstrom is listed on the Audit Committee report, which affirms oversight of financial reporting, internal controls, auditor independence, and quarterly/annual reviews .
- Overboarding/time commitments: EGP policy permits non-executive directors to serve on up to three other public company boards in addition to EGP and limits Audit Committee members from serving on more than two other public-company audit committees unless the Board approves. All nominees comply with this policy; prospective external board service requires notice to and approval from the NCGC Chair .
- No director meeting fees; robust stock ownership guidelines; no hedging or pledging by directors or executive officers; clawback policy applies to cash and equity incentive compensation .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 96,875 | 135,131 | 232,006 |
Director compensation policy adjustments (effective May 2024):
- Annual cash retainer increased from $60,000 to $75,000; Chairman retainer increased from $75,000 to $85,000; annual equity grant increased from $110,000 to $135,000; committee chair and member retainers increased to align with peers .
- Annual equity award structure: restricted shares equal to $135,000 ÷ fair market value (rounded up) vest at the earlier of one year or the next annual meeting, subject to continued service .
Performance Compensation
| Grant Type | Amount Basis | Vesting | Notes |
|---|---|---|---|
| Annual director restricted stock | $135,000 ÷ grant-date share price | Vests in full at one year or next annual meeting | Time-based; aligns long-term interests; no meeting fees |
| Initial appointment restricted stock (one-time) | $25,000 ÷ grant-date share price | Vests over four years | Applies to new directors appointed/elected mid-cycle |
EGP’s director equity awards are time-based restricted stock; no performance metrics apply to director equity grants under the Independent Director Compensation Policy .
Other Directorships & Interlocks
| External Board | Sector Overlap with EGP | Interlock/Conflict Notes |
|---|---|---|
| Healthpeak (PEAK) – healthcare REIT | Different REIT sector vs. industrial | Multiple leadership roles (Chair; NCGC Chair) increase time commitments but remain within EGP’s overboarding policy; Audit Committee limits satisfied per policy compliance disclosure . |
| Urban Edge (UE) – shopping center REIT | Different property type | Audit Committee service at UE counts toward audit committee-limit assessment; EGP confirms compliance . |
| Toll Brothers (TOL) – homebuilder | Related to housing, not industrial logistics | No disclosed related-party transactions with EGP; EGP Audit Committee monitors potential related party arrangements . |
Expertise & Qualifications
- CPA; B.A. in Accounting (University of West Florida) .
- Skills highlighted by EGP: Accounting & Finance; Capital Markets; Corporate Responsibility; Public Company Board Experience; Senior Leadership & Strategic Initiatives .
- Audit Committee financial expert designation under SEC rules; accounting and financial management expertise per NYSE standards .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Katherine M. Sandstrom | 3,797 | <1.0% | Ownership guidelines require at least 5× annual cash retainer (market value) for directors; hedging/pledging prohibited by policy . |
Governance Assessment
- Positive indicators:
- Independent director with deep real estate capital markets expertise; “Audit Committee financial expert” designation strengthens financial oversight .
- Active committee leadership (NCGC Chair) and participation (Audit) with strong attendance metrics at the Board and committee level; Audit Committee holds regular executive sessions with auditors .
- Director pay structure emphasizes equity alignment via time-based restricted stock; no meeting fees; robust stock ownership guidelines; no hedging/pledging; presence of clawback policy .
- Potential risks/red flags to monitor:
- Overboarding/time-commitment risk: concurrent service on three other public boards and multiple chair roles could strain bandwidth; EGP’s policy permits up to three and confirms compliance, but continued monitoring of attendance and engagement is warranted .
- Ownership alignment: reported beneficial ownership is modest in share count terms; guideline compliance status (5× cash retainer market value) is not disclosed in proxy—evaluate market-value alignment and any progress toward guidelines .
- Related-party exposure: none disclosed; Audit Committee explicitly monitors potential related party arrangements—maintain oversight .
Overall, Sandstrom’s financial acumen, multi‑REIT governance experience, and committee leadership support Board effectiveness. Time-commitment oversight and ownership guideline monitoring remain the key areas for investor focus .