Caixia Y. Ziegler
About Caixia Y. Ziegler
Caixia Y. Ziegler (age 52) has served as an independent trustee of EPR Properties since 2022. She is Managing Director of Real Assets and Sustainable Investments at The John D. and Catherine T. MacArthur Foundation (since 2022; previously Managing Director of Real Assets since 2017). She holds a Bachelor’s degree in International Business from Xiamen University and an MBA from Wake Forest University. Her career spans institutional real assets investing, fund governance, and conflict oversight, with over $3 billion in committed capital across private real estate partnerships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MacArthur Foundation | Managing Director, Real Assets & Sustainable Investments | 2022–present | Leads portfolio with sustainability mandate; governance and conflict oversight experience . |
| MacArthur Foundation | Managing Director, Real Assets | 2017–2022 | Steered global real assets portfolio; LP advisory engagement . |
| Ford Foundation | Head of Real Estate | 2014–2017 | Led real estate investments; institutional governance . |
| National Railroad Retirement Investment Trust (NRRIT) | Director of Global Real Assets; investment management roles | 2004–2014 | Committed >$3B across private real estate; LPAC participation; conflicts/succession planning work . |
| United Technologies Corporation | Treasury, finance, investment positions | ~1998–2004 (six years) | Corporate finance and investments foundation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pension Real Estate Association | Board member (past) | Not disclosed | Industry governance exposure . |
| Sponsors for Educational Opportunity (SEO) | Limited Partner Advisory Council (current member) | Not disclosed | Ongoing LP council engagement . |
| Various private equity real estate funds | LP Advisory Committee member | Not disclosed | Fund governance and conflicts oversight . |
Board Governance
- Committee assignments: Compensation and Human Capital Committee (member); Nominating/Company Governance Committee (member). Independent trustee designation. No chair roles disclosed for Ziegler .
- Board independence: All trustees except the CEO are independent per NYSE and EPR standards; Ziegler affirmed independent .
- Attendance and engagement:
- Board met 6 times in 2024; committees met Audit (4), Nominating (3), Compensation (6). Trustees attended at least 98% of Board and committee meetings; all trustees attended the 2024 Annual Meeting of Shareholders .
- Lead Independent Director and executive sessions: Independent trustees meet regularly in executive session; Lead Independent Director is Virginia E. Shanks .
- Governance policies: Majority vote standard with mandatory trustee resignation policy; age limit (no incumbents recommended at ≥75); anti-hedging and anti-pledging policy; share ownership guidelines increased in 2025; clawback policy adopted (NYSE-compliant) .
Fixed Compensation
| Component (Non-Employee Trustees, 2024) | Amount/Terms | Vesting/Settlement |
|---|---|---|
| Annual retainer | $70,000 (cash or RSUs at 150% of cash replaced) | RSUs vest upon day preceding next annual meeting or change in control; settled upon end of service or as specified . |
| Annual equity award | $130,000 in RSUs | Same vesting as above . |
| Committee member retainers | $12,500 per committee (Audit, Compensation, Nominating) | Cash; some trustees elected RSUs at 150% of cash replaced . |
| Chair retainers | $25,000 (Audit, Compensation, Finance, Nominating); Lead Independent $30,000 | Cash or RSUs at 150% premium if elected . |
| Travel/education reimbursement | Travel and up to $10,000 director education | N/A . |
| Trustee Compensation – Caixia Y. Ziegler (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $101,250 |
| Stock Awards (grant-date fair value) | $159,955 |
| Total | $261,205 |
| Nonvested RSUs outstanding at 12/31/2024 | 5,680 |
Notes: Ziegler elected to receive certain retainers in RSUs; the incremental premium from RSUs in lieu of cash was $33,929 included within stock awards for 2024 .
Performance Compensation
- Directors do not receive bonuses or performance-based equity; director equity is time-based RSUs vesting ahead of the next annual meeting or upon change in control. No options outstanding; no meeting fees .
- Change-in-control terms: Awards under equity plans become fully vested/exercisable/payable upon change in control as defined in the 2016/2007 Equity Incentive Plans .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ziegler . |
| Committee interlocks/conflicts (Comp Committee) | None of the 2024 Compensation Committee members (including Ziegler) had relationships requiring disclosure under Item 404; no interlocks noted . |
| Independent compensation consultant | Ferguson Partners Consulting (FPC); independence assessed, no conflicts identified . |
Expertise & Qualifications
- Skills matrix indicates Ziegler brings: high financial literacy; extensive real estate industry knowledge; knowledge of experiential industries; knowledge of public debt and equity markets; risk oversight; independence; corporate governance knowledge; diversity and strategic planning capabilities .
- Legal/regulatory exposure recorded broadly across the board; Ziegler’s background features conflict oversight and succession planning in LPAC settings .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (as of 3/12/2025) | 17,833 common shares; less than 1% of shares outstanding . |
| Nonvested RSUs (12/31/2024) | 5,680 RSUs . |
| Anti-hedging/anti-pledging policy | Company prohibits hedging and pledging of securities by trustees . |
| Trustee ownership guidelines (effective 2/24/2025) | 6x current annual retainer; four-year compliance window from start of service . |
| Compliance status | Individual compliance not disclosed; guidelines apply uniformly . |
Governance Assessment
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Strengths
- Independent trustee with deep institutional real assets investing and LPAC governance experience; sits on Compensation and Nominating committees, aligning with human capital and ESG oversight priorities .
- Strong alignment through substantial equity-based director pay and newly increased share ownership guidelines (market-leading multiples), plus a strict anti-hedging/pledging policy and a clawback policy supporting accountability .
- Board attendance and engagement metrics remain high (≥98% attendance; full AGM attendance); committees met regularly (Comp: 6; Nom/Gov: 3), indicating active oversight cadence .
- No related-party transactions reportable since fiscal 2024; no compensation committee interlocks or conflicts disclosed .
-
Potential Risks/RED FLAGS
- Change-in-control accelerated vesting for director RSUs may create optics of pay protection, though standard for REITs; mitigate via strong ownership guidelines and overall equity alignment .
- Combined CEO/Chair structure necessitates robust Lead Independent Director function and executive sessions (present), but ongoing scrutiny is warranted for board independence posture .
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Investor Implications
- Ziegler’s committee roles and background support board effectiveness in compensation governance and ESG/nomination processes, with low conflict exposure and high attendance—positive for investor confidence in oversight of pay-for-performance and governance. Enhanced ownership guidelines further align trustee incentives with long-term shareholder value .