Ellen M. Goitia
About Ellen M. Goitia
Ellen M. Goitia (age 65) is an independent trustee of Elme Communities, serving since 2017. A Certified Public Accountant, she retired from KPMG LLP in 2016 after more than 30 years, including serving as partner‑in‑charge of KPMG’s Chesapeake Business Unit Audit practice (2011–2016) overseeing five offices across MD/DC/VA; she has extensive public company audit and corporate finance expertise and familiarity with DC-area real estate.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner; Partner‑in‑Charge, Chesapeake Business Unit Audit Practice | Partner since 1993; BU leader Oct 2011–May 2016 | Led audit leadership team; oversight of financial performance, resources, quality, and risk management across five offices |
| KPMG LLP Board | Independent Member, Nominating Committee | 2009–2011 | Board-level governance and director selection participation |
| Various clients (public/private) | Lead Audit Engagement Partner | Multi-year across career | Served clients on accounting, public offerings, and strategic transactions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nonprofit organizations (unspecified) | Board member | Not disclosed | Governance program participation and community engagement noted |
Board Governance
- Current board size: 8 trustees; 7 independent; Lead Independent Trustee is Benjamin S. Butcher. The board combines Chair/CEO roles with a strong Lead Independent Trustee framework for agenda, information, and executive sessions.
- Committee memberships (2024 meetings): Audit (4); Compensation (5); Corporate Governance/Nominating (4). Goitia is Audit Committee Chair and a member of Corporate Governance/Nominating. All members of both committees are independent.
- Independence: The board determined all nominees other than the CEO are independent under NYSE standards; Goitia is independent.
- Attendance and engagement: In 2024, the board held 8 meetings; every incumbent trustee attended at least 75% of aggregate board and applicable committee meetings and attended the Annual Meeting. Independent trustees met in executive session six times.
- Audit Committee oversight: Financial reporting integrity, disclosure/internal controls, legal/regulatory compliance, external auditor engagement and performance, internal audit, financial risks, and related-party transaction review. Each member qualifies as an SEC “audit committee financial expert.”
Fixed Compensation
| Year | Fees Earned (Cash) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 82,500 | 99,982 | 182,482 |
| 2024 | 82,500 | 99,974 | 182,474 |
- Director pay program: Cash retainer $55,000; Lead Independent Trustee additional $50,000; committee chairs and members receive additional retainers (amounts not itemized here); annual $100,000 common share grant (50% on Dec 15; 50% at annual meeting or by May 15), fully vested at grant; no meeting fees. Non‑employee trustees may defer cash and/or share compensation via a non‑qualified plan (cash deferrals credited at the weighted average interest rate of Elme’s fixed-rate bonds; alternative conversion to RSUs with dividend equivalents; flexible payout options).
Performance Compensation
- Directors do not receive performance‑based awards (no PSUs/options disclosed for trustees); equity grants are fully vested upon grant under the director program.
Other Directorships & Interlocks
- Other public company directorships for Goitia: None disclosed.
- Compensation Committee interlocks: None; no Elme employee serves on the Compensation Committee.
Expertise & Qualifications
- CPA with >30 years at KPMG, including partner‑in‑charge role and extensive lead audit partner experience for public companies; strong financial reporting and corporate finance skills; strategic and operational oversight experience.
- Designated “audit committee financial expert” status at the committee level; deep familiarity with DC-area real estate markets by virtue of long-term residence and work.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| March 27, 2024 | 32,927 | <1% |
| April 11, 2025 | 41,389 | <1% |
- Trustee share ownership policy: Non‑employee trustees must hold Elme common shares equal to at least 5× the annual cash retainer, to be achieved within 5 years of initial election; compensation shares are transfer‑restricted until the Ownership Minimum is met. Compliance is assessed using the 60‑day average price at election date.
- Anti‑hedging/anti‑pledging: Elme prohibits hedging and pledging by trustees, officers, and employees; margin loan pledging by executives is prohibited.
Governance Assessment
- Board effectiveness: Goitia’s audit and accounting credentials align with her Audit Committee Chair role; the committee’s remit covers key financial, compliance, and risk oversight areas, and all members are independent and qualified financial experts—supportive of investor confidence in reporting quality.
- Independence and attendance: Independent status with documented engagement (board and Annual Meeting attendance thresholds met; regular executive sessions), indicating active oversight.
- Pay and alignment: Director pay mix is balanced between cash and fully‑vested equity; presence of robust ownership guidelines, anti‑hedging/pledging, and no meeting fees suggests alignment with shareholders and cost discipline.
- Shareholder signals: Consistently strong Say‑on‑Pay approvals—98% (2021), 96% (2022), 94% (2023), ~95% (2024)—reflect investor support for compensation governance.
- Conflicts/related parties: No related‑party transactions disclosed involving Goitia; a formal related‑party policy governs review/approval by the Audit Committee/Board.
Supplemental Data
| Say‑on‑Pay Approval (%) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Result | 98% | 96% | 94% | ~95% |
| Committee Memberships (2024) | Audit | Compensation | Corporate Governance/Nominating |
|---|---|---|---|
| Ellen M. Goitia | Chair | — | Member |
- Clawback: Board adopted a compensation recovery policy on October 19, 2023 (SEC/NYSE compliant).
- Lead Independent Trustee authorities: Agenda/information approval, meeting schedules, exec session leadership, liaison to Chair/CEO, and shareholder engagement, sustaining independent oversight.
RED FLAGS: None disclosed for Goitia—no hedging/pledging, no related‑party transactions, independent status, high Say‑on‑Pay support, and qualified financial oversight.