John P. Case III
About John P. Case III
John P. Case III is 61, an independent trustee of EPR since 2023, and a nominee for reelection in 2025 . He is the former CEO, President and Director of Realty Income Corporation (2013–2018+), previously EVP & CIO (2010–2013), and served as Partner & Senior Advisor to Ares Net Lease (2021–2023) . Earlier, he spent 19 years as a New York-based real estate investment banker at Merrill Lynch (MD from 2000), UBS (co-head of Americas Real Estate IB), and RBC Capital Markets (co-head of Real Estate IB; member of Global IB Management Committee), leading over $100B of real estate capital markets and advisory transactions . He holds a B.A. in Economics from Washington & Lee University and an MBA from UVA Darden, and currently sits on Washington & Lee University’s Board of Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Realty Income Corporation (S&P 500) | CEO, President & Director | Began 2013 | Led strategy and capital markets; prior EVP & CIO (2010–2013) |
| Ares Net Lease | Partner & Senior Advisor (part-time) | 2021–2023 | Senior advisory capacity to net lease platform |
| Merrill Lynch | Managing Director | Named MD in 2000; 14 years at firm | Real estate investment banking; foundational experience |
| UBS | Co-head, Americas Real Estate Investment Banking | Not disclosed | Led regional real estate IB coverage |
| RBC Capital Markets | Co-head, Real Estate Investment Banking; Global IB Management Committee | Not disclosed | Leadership; significant transaction execution |
| Duke Realty Corporation | Director | 2018–2022 | Board member until acquisition by Prologis |
| National Association of Real Estate Investment Trusts (NAREIT) | Executive Board | Not disclosed | Industry governance participation |
| The Real Estate Roundtable | Participant | Not disclosed | Policy and industry advocacy participation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Washington & Lee University | Board of Trustees | Current | University governance role |
Board Governance
- Committee assignments: Audit Committee member; Compensation & Human Capital Committee member; not a chair .
- Audit “financial expert”: Board determined Case is an audit committee financial expert under SEC rules .
- Attendance: Trustees attended at least 98% of Board and committee meetings in 2024; each trustee attended the 2024 Annual Meeting .
- Independence: Board affirmatively determined all trustees except CEO/Chair are independent under EPR’s Independence Standards and NYSE rules; Case is listed as independent .
- Voting standard and resignation policy: Majority vote standard; mandatory resignation if not receiving a majority of votes cast in uncontested elections .
- Policies: Anti-hedging and anti-pledging policy applies to trustees; confidential voting policy; clawback policy adopted to comply with NYSE standards .
- Committee cadence: Audit Committee met 4 times in 2024; Compensation & Human Capital met 6 times; Nominating/Company Governance met 3 times .
Share Ownership Guidelines (Trustees)
| Role | Prior Requirement | New Requirement (effective Feb 24, 2025) | Compliance Window |
|---|---|---|---|
| Trustees | 4x current annual retainer | 6x current annual retainer | Within 4 years of becoming a trustee |
Fixed Compensation (Director – Fiscal 2024)
| Name | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| John P. Case III | $95,000 | $159,955 | $254,955 |
- Program features: Non-employee trustees received a $70,000 annual retainer (electable as cash or RSUs, with RSUs valued at 150% of replaced cash), an additional RSU equity award valued at $130,000, and committee retainers ($12,500 per committee; chairs received $25,000; Lead Independent Trustee $30,000). RSUs vest by the day preceding the next annual meeting or upon change in control; payout occurs upon leaving the Board or as previously elected .
- 2024 RSU election detail: Case elected to receive retainers in RSUs; the incremental grant date fair value from electing RSUs over cash was $33,929 .
Performance Compensation (Director)
| Metric Type | Director Application | Notes |
|---|---|---|
| Performance-based metrics tied to director pay | None disclosed | Director equity is time-based RSUs vesting by the next annual meeting or change in control; no director-specific performance metrics reported . |
Other Directorships & Interlocks
| Company/Body | Type | Role | Tenure/Status | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| Duke Realty Corporation | Public company | Director | 2018–2022 (acquired by Prologis) | No current interlock; no related-person transactions disclosed since 2024 |
| NAREIT Executive Board | Industry body | Member | Not disclosed | Industry governance; no conflicts disclosed |
| The Real Estate Roundtable | Policy group | Participant | Not disclosed | Policy engagement; no conflicts disclosed |
Expertise & Qualifications
- Financial literacy; extensive real estate industry knowledge; public debt/equity markets; credit markets; risk oversight; corporate governance; human capital management .
- CEO/President experience (Realty Income); strategic planning and organizational design exposure; independence .
- Audit committee “financial expert” designation based on positions held and experience .
Equity Ownership
| Holder | Beneficial Ownership (as of Mar 12, 2025) | Percent of Shares Outstanding | Composition Notes |
|---|---|---|---|
| John P. Case III | 12,849 common shares | * (less than 1%) | Amount includes 12,849 shares issuable upon settlement of restricted share units; beneficial ownership includes shares acquirable within 60 days and nonvested restricted shares . |
| RSU Status (Dec 31, 2024) | Nonvested RSUs Outstanding |
|---|---|
| John P. Case III | 5,680 |
- Hedging/pledging: Prohibited for trustees under EPR’s securities trading policy .
- Ownership alignment: Market-leading ownership guidelines increased to 6x retainer for trustees, with four-year compliance window .
Governance Assessment
-
Strengths:
- Dual committee service (Audit; Compensation & Human Capital) with audit financial expert designation enhances oversight of financial reporting and pay practices .
- Boardwide high engagement (≥98% attendance) and annual meeting participation signal active oversight .
- Robust governance policies (majority vote + resignation policy; anti-hedging/pledging; confidential voting; clawback) support investor alignment and accountability .
- Elevated trustee ownership guidelines (6x retainer) increase alignment with shareholders .
-
Potential concerns:
- Combined CEO/Chair role at EPR necessitates strong lead independent oversight; while LID role exists, not specific to Case .
- Case’s beneficial ownership is composed of RSUs, indicating limited directly held common shares; continued accumulation may be needed to meet heightened guideline levels over the four‑year window .
-
Conflicts and related-party exposure:
- No related-person transactions reportable since the beginning of fiscal 2024; independence confirmed under EPR standards and NYSE rules .
-
Compensation oversight quality:
- Compensation Committee (independent trustees) administers equity plans and engages an independent compensation consultant (FPC); plan features prohibit repricing and include trustee award sublimits and clawback rights, consistent with best practices .
RED FLAGS: None disclosed specific to Case (no related-party transactions; anti-hedging/pledging in place). Monitor compliance trajectory to 6x retainer ownership guideline and ongoing balance of board leadership structure with CEO/Chair combination .