Ron D. Sturzenegger
About Ron D. Sturzenegger
Independent trustee of Elme Communities since March 19, 2025, added under a Cooperation Agreement with the Argosy‑Lionbridge investor group; age 64; career real estate and investment banking executive with 30+ years’ experience at Bank of America and Morgan Stanley, plus advisory and fund board roles focused on conflicts/independence oversight . At BofA he served as Enterprise Business & Community Engagement Executive (2014–2018) and earlier as Global Head of Real Estate, Gaming & Lodging Investment Banking (2001–2014); prior roles include Morgan Stanley (12 years) and Bain & Company (Analyst) . He currently serves on the board of KBS REIT III (Chair, Conflicts Committee; Member, Audit Committee) and as chair/member of key independence and audit committees for four StepStone funds; he also serves on the Fisher Center policy advisory board executive committee and the Stanford Professionals in Real Estate advisory board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Corporation | Enterprise Business & Community Engagement Executive | Jul 2014–Jan 2018 | Led strategy to integrate delivery of products/services across 90 U.S. markets . |
| Bank of America / BofA Securities | Managing Director, Global Head of Real Estate, Gaming & Lodging CIB | 2001–2014 | Led RE/GL global investment banking franchise . |
| Bank of America Corporation | Various roles | 1998–2018 | Senior management team experience, multi‑year leadership roles . |
| Morgan Stanley | Ran European Real Estate Investment Banking and West Coast operations | 12 years (ended 1998) | Led regional franchises in Europe and U.S. West Coast . |
| Bain & Company | Analyst | 1982–1984 | Strategy/analysis experience early career . |
External Roles
| Organization | Role | Tenure | Governance/Committees |
|---|---|---|---|
| KBS REIT III (public, non‑traded REIT) | Director | Current | Chair, Conflicts Committee; Member, Audit Committee . |
| StepStone Private Markets Fund | Director | Current | Chair, Independence Committee; Member, Audit & Nomination . |
| StepStone Private Venture & Growth Fund | Director | Current | Chair, Independence Committee; Member, Audit & Nomination . |
| StepStone Private Infrastructure Fund | Director | Current | Chair, Independence Committee; Member, Audit & Nomination . |
| StepStone Private Credit Income Fund | Director | Current | Chair, Independence Committee; Member, Audit & Nomination . |
| Fisher Center for Real Estate & Urban Economics | Policy Advisory Board – Executive Committee | Current | Executive committee member . |
| Stanford Professionals in Real Estate | Advisory Board | Current | Advisory board member . |
Board Governance
- Appointment and activism context: Board expanded from seven to eight and appointed Sturzenegger on March 19, 2025 under a Cooperation Agreement with the Argosy‑Lionbridge investor group; during the standstill, Elme must nominate and support him like other nominees, and any replacement must be independent of both Elme and the investor group and meet NYSE/SEC independence standards .
- Independence: Board determined all nominees other than the CEO are independent under NYSE rules; this includes Sturzenegger .
- Committee assignments at Elme: None as of the proxy’s committee matrix (appointed March 2025; not reflected in 2024 committee rosters) .
- Attendance: In 2024 the Board met 8 times and all incumbent trustees met the 75% attendance threshold; Sturzenegger was not on the Board in 2024 (joined 2025) .
- Board leadership: CEO serves as Chairman; Benjamin S. Butcher serves as Lead Independent Trustee with authority over agendas, materials, and executive sessions .
- Executive sessions: Non‑management trustees met in executive session six times in 2024 .
Fixed Compensation (Director)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee trustee) | $55,000 cash retainer . |
| Lead Independent Trustee additional retainer | $50,000 cash retainer (applies to Lead Independent Trustee role) . |
| Committee retainers | Additional retainers for chair and non‑chair members of standing committees (amounts not disclosed in the excerpt) . |
| Annual equity grant | $100,000 in common shares; 50% granted on Dec 15 and 50% on the earlier of the annual meeting date or May 15; fully vested at grant; number of shares based on grant‑date closing price . |
| Meeting fees | No additional fees for board/committee meeting attendance . |
| Director deferral plan | May defer cash and/or share compensation; deferred cash credited at Elme fixed‑rate bond WAI; or convert retainer/equity into RSUs with dividend equivalents; payouts in shares (for RSUs) or cash (lump sum/installments) upon separation; plan is unfunded . |
| Ownership guideline (board) | Must hold Elme shares equal to 5× the annual cash retainer within 5 years; until met, shares received as director compensation are restricted in transfer . |
Performance Compensation (Director)
- There is no performance‑conditioned component to director equity; the $100,000 share grant is fully vested on grant, and director pay is not tied to operating/TSR metrics (contrast to executive STIP/LTIP) .
Other Directorships & Interlocks
- Current public company/fund boards: KBS REIT III (Chair, Conflicts; Member, Audit) and four StepStone funds (Chair, Independence; Member, Audit & Nomination) .
- Compensation Committee interlocks: Proxy discloses no compensation committee interlocks (across Elme’s comp committee), and no Elme employee serves on that committee .
- Potential interlocks/conflicts at Elme: None disclosed for Sturzenegger; Board’s independence review cited external relationships for other trustees (e.g., Truist, JLL) but not for him .
- Related‑party transactions: Company policy requires Audit Committee/Board review and approval of any related‑party transactions; no related‑party transactions disclosed involving Sturzenegger .
Expertise & Qualifications
- Three decades of investment banking and financial institution management experience, including 10 years as Global Head of Real Estate, Gaming & Lodging IB at BofA Securities .
- General management experience from enterprise role at Bank of America and senior management team tenure .
- Real estate industry depth and REIT governance experience via KBS REIT III board service .
- Independence/conflicts oversight credentials as Chair of Conflicts and Independence committees across KBS and StepStone funds .
Equity Ownership
| Holder | Common Shares Beneficially Owned (as of Apr 11, 2025) | % of Class | Notes |
|---|---|---|---|
| Ron D. Sturzenegger | — | * (<1%) | No beneficial ownership disclosed as of record date; new trustee as of Mar 19, 2025 . |
| Ownership guideline | 5× annual cash retainer within 5 years | — | Applies to all non‑employee trustees; un‑met guideline restricts transfer of compensation shares until met . |
| Anti‑hedging/pledging | Prohibited for trustees, officers, employees | — | Company policy prohibits hedging and pledging . |
Governance Assessment
- Strengths
- Independent status with explicit Cooperation Agreement guardrails requiring independence from the investor group; deep RE/IB expertise and committee leadership experience on conflicts/independence that can enhance board oversight during Elme’s strategic alternatives review .
- Strong governance framework at Elme (Lead Independent Trustee, majority‑independent board, annual elections, majority voting, anti‑hedge/pledge, clawback) supports board effectiveness and investor protection .
- Watch items / RED FLAGS
- Activist‑related appointment via Cooperation Agreement can raise perceived alignment/independence concerns, though the agreement and board policy require NYSE/SEC independence and non‑affiliation with the investor group .
- No disclosed Elme share ownership as of April 11, 2025; while within the 5‑year compliance window, low initial “skin in the game” may be viewed cautiously until ownership builds through grants or open‑market purchases .
- Committee assignments at Elme are not yet established (as of the proxy’s 2024 matrix), delaying immediate committee‑level impact; assignment to Audit/Comp/GovNominating should be monitored given his expertise .
- Multiple fund board roles (KBS, four StepStone funds) imply meaningful time commitments; Elme’s over‑boarding policy allows up to three other public company boards, and the Board nonetheless nominated him, indicating comfort with capacity (classification of the StepStone funds not specified in the proxy) .
- Shareholder sentiment context (executive pay): Say‑on‑pay received 95% approval in 2024 (and >94% in 2022–2023), signaling broad support for compensation governance, which can positively frame board credibility with investors .
Potential Conflicts or Related‑Party Exposure
- No related‑party transactions involving Sturzenegger are disclosed; any future related‑party dealings would be subject to Audit Committee/Board review under Elme’s policy .
- KBS REIT III operates in office; Elme is a multifamily REIT—no competitive overlap disclosed; independence requirements under the Cooperation Agreement further mitigate affiliation concerns .
Director Compensation (2024 reference and 2025 expectations)
| Item | Detail |
|---|---|
| 2024 director compensation received by Sturzenegger | Not applicable (joined March 19, 2025; did not receive 2024 compensation) . |
| Program structure for non‑employee directors (2025) | $55,000 annual cash retainer; $100,000 annual share grant (fully vested, two tranches); additional retainers for Lead Independent ($50,000) and committee roles; no meeting fees; optional deferral into cash/RSUs . |
Board Engagement & Attendance
- 2024 meetings: Board met 8 times; all incumbent trustees met ≥75% attendance; non‑management executive sessions held six times; all trustees then serving attended the 2024 annual meeting; Sturzenegger was not on the Board in 2024 .
Other Notes
- Elme has robust investor‑facing governance practices (majority voting with resignation policy, clawback, no poison pill, shareholder power to amend bylaws, sustainability reporting) relevant to overall board effectiveness and investor confidence .
- Activism context: The Cooperation Agreement includes a standstill period through 30 days before the 2026 nomination notice deadline, with replacement rights linked to investor group ownership thresholds, reinforcing structured engagement and continuity .