James B. Connor
About James B. Connor
Independent trustee of EPR since 2019; age 66. Former Chairman and CEO of Duke Realty Corporation (acquired by Prologis in 2022), with prior COO and regional leadership roles; earlier Senior Managing Director at Cushman & Wakefield. Currently serves on the boards of Prologis, Inc. and Healthpeak Properties, Inc.; holds a Bachelor’s in Business Administration and Real Estate Finance from Western Illinois University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Realty Corporation | Chairman & CEO; earlier President & CEO; Senior EVP & COO; Senior Regional EVP; EVP Midwest | CEO tenure pre-2022; President & CEO 1/1/2016–4/25/2017; COO 2013–2015; Regional EVP 2011–2013; EVP Midwest 2003–2010 | Led company through sale to Prologis; extensive operating leadership in industrial REIT |
| Cushman & Wakefield | Senior Managing Director, Midwest | Pre-1998 | Brokerage and executive leadership |
| Merrill Lynch, UBS, RBC (via Case bio context) | — | — | — |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Prologis, Inc. (NYSE: PLD) | Director | Current | Global logistics REIT board member |
| Healthpeak Properties, Inc. (NYSE: PEAK) | Director | Current | Healthcare REIT board member |
| Roosevelt University | Trustee | Current | Civic/academic governance |
Board Governance
- Committee assignments: Compensation and Human Capital Committee member; Chair of Nominating/Company Governance Committee .
- Independence: Board determined Connor is independent under NYSE and Company standards; only CEO/Chair (Silvers) is non-independent .
- Attendance and engagement: Board met 6 times in 2024; committees met frequently (Nominating 3; Compensation 6); trustees attended at least 98% of Board/committee meetings and all attended 2024 annual meeting .
- Lead Independent Director: Virginia E. Shanks; independent trustees meet regularly in executive session .
- Compensation consultant independence: Ferguson Partners Consulting retained; no conflicts identified .
Fixed Compensation
| Item | FY 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Connor) | $120,000 | Includes committee retainers; directors could elect cash or RSUs for certain retainers |
| Stock Awards (Grant Date Fair Value) (Connor) | $172,055 | Comprises annual RSU grant (approx. $126,026) and incremental value from RSU-in-lieu-of-cash election ($46,030) |
| Total Director Compensation (Connor) | $292,055 | — |
| Standard annual retainer | $70,000 (cash or RSUs at 150% conversion) | Connor elected RSUs for annual and chair retainers |
| Annual equity grant | $130,000 (RSUs) | Grant date fair value per award ~ $126,026 (proxy valuation) |
| Committee chair fee | $25,000 (cash or RSUs at 150% conversion) | Connor chairs Nominating/Company Governance |
| Committee membership fee | $12,500 (cash; per committee, non-chair) | Connor is a member of Compensation |
RSU election premium: when directors replace cash with RSUs, RSUs are valued at 150% of cash retainer, increasing reported stock award values and equity alignment .
Performance Compensation
| Compensation Element | Performance Metric(s) | Vesting / Terms | Applies to Directors? |
|---|---|---|---|
| Annual RSU grant to directors | None (time-based) | Vests at earlier of day before next annual meeting or change in control; delivered at end of service or elected date | Yes |
| Options to directors | None | No option awards outstanding as of 12/31/2024 | No |
Directors do not have performance-based pay metrics (e.g., TSR, FFO targets); those apply to executive AIP/LTI, not trustees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; Connor and other members were not Company officers and had no Item 404 relationships; no reciprocal executive interlocks with other companies’ committees . |
| Related party transactions | None reportable since beginning of fiscal 2024 under Item 404; governance guidelines and ethics codes address conflicts . |
Expertise & Qualifications
| Qualification | Connor |
|---|---|
| High financial literacy | Yes |
| CEO/President experience | Yes |
| CFO/COO experience | Yes |
| Real estate industry expertise | Yes |
| Public debt/equity markets | Yes |
| Credit markets | Yes |
| Strategic planning/organizational design | Yes |
| Risk oversight | Yes |
| Independence | Yes |
| Corporate governance knowledge | Yes |
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (common shares) | 35,633 shares (as of 3/12/2025) |
| Nonvested RSUs outstanding (12/31/2024) | 6,586 RSUs |
| Shares outstanding (for percentage calc) | 76,064,573 (as of 3/12/2025) |
| Ownership as % of shares outstanding | ~0.05% (35,633 ÷ 76,064,573) |
| Pledging/hedging | Company policy prohibits hedging and pledging by covered persons; no pledging disclosed for trustees |
Governance Assessment
- Board effectiveness and engagement: Connor chairs Nominating/Company Governance and serves on Compensation—both high-impact committees; meeting cadence and attendance indicate strong engagement (Board met 6 times; Nominating 3; Compensation 6; ≥98% attendance) .
- Independence and conflicts: Formally independent with no Item 404 related-party transactions or compensation interlocks; external board roles at Prologis and Healthpeak are in adjacent REIT sectors (industrial, healthcare) and not direct competitors to EPR’s experiential real estate focus; company independence standards and conflict governance appear robust .
- Director pay and alignment: Connor’s 2024 mix emphasizes equity via RSU elections (stock awards $172,055 vs. cash $120,000; total $292,055), and RSU premium (150% in-lieu-of-cash) increases equity-linked exposure and reported grant values; no options outstanding; RSUs vest time-based, promoting retention rather than performance linkage .
- Ownership alignment: Direct beneficial ownership of 35,633 shares plus 6,586 RSUs supports alignment; company-wide anti-hedging/anti-pledging and share ownership guidelines further strengthen alignment (guideline specifics not disclosed) .
- Broader governance signals: Lead Independent Director structure, annual say-on-pay support (92% in 2024) and presence of clawback policy and majority vote/resignation policy bolster investor confidence .
RED FLAGS
- None disclosed for related-party transactions or Section 16(a) delinquencies related to Connor; structural RSU premium increases reported stock award values but is shareholder-alignment oriented; combined CEO/Chair at EPR is a governance trade-off mitigated by Lead Independent Director and strong independent committee leadership (including Connor’s chair role) .