John Peter Suarez
About John Peter Suarez
John Peter “JP” Suarez (age 61) is an independent trustee of EPR Properties, appointed in January 2025; he serves on the Audit Committee and the Nominating/Company Governance Committee . Suarez previously held senior executive roles at Walmart, including Executive Vice President, Regional CEO and CAO, and Interim CEO of Walmart Canada (2018–2023), and EVP & President of Walmart’s Realty Division (2015–2018); earlier he served as U.S. EPA Assistant Administrator (Enforcement), Director of New Jersey’s Division of Gaming Enforcement, and as an Assistant U.S. Attorney . He holds a B.A. from Tufts University and a J.D. from the University of Pennsylvania Law School . As a new trustee, his 2024 attendance metrics do not apply; EPR reports 98%+ board/committee attendance overall in 2024 and full trustee attendance at the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart International / Walmart Canada | EVP, Regional CEO & CAO; Interim CEO Walmart Canada; Executive Committee member | 2018–2023 | Led >2,000 employees; governance and operational oversight |
| Walmart Inc. Realty Division | EVP & President, Realty Division | 2015–2018 | Real estate strategy, development, construction leadership |
| Walmart Inc. (prior roles) | SVP roles: Realty, Construction & Strategy; Business Development (International); General Counsel (International); Chief Compliance Officer; Asset Protection; VP & General Counsel, Sam’s Club | 2004–2015 | Compliance, legal, risk management, asset protection |
| U.S. Environmental Protection Agency | Assistant Administrator, Office of Enforcement and Compliance Assurance | Prior to Walmart | Federal enforcement leadership (Senate-confirmed) |
| State of New Jersey | Director, Division of Gaming Enforcement | Prior to Walmart | Regulatory enforcement and gaming oversight |
| U.S. Department of Justice | Assistant U.S. Attorney, District of New Jersey | Prior to Walmart | Federal prosecution experience |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Brixmor Property Group (NYSE: BRX) | Director | Current | Audit Committee member |
| ICSC (International Council of Shopping Centers) | Board of Trustees, Executive Board; Vice Chair | Current | Industry leadership |
| Massmart (Walmart subsidiary; formerly JSE-listed) | Director | Prior | Audit Committee member; Chair, Social & Ethics Committee |
Board Governance
- Independence: Board affirmed Suarez is independent; only CEO/Chair Silvers is non-independent .
- Committees: Audit Committee (6 members; 4 meetings in 2024; Trimberger as Chair) and Nominating/Company Governance Committee (Connor as Chair) .
- Lead Independent Director: Virginia E. Shanks; regular executive sessions of independent trustees .
- Attendance: Board met six times in 2024; trustees attended ≥98% of board/committee meetings; each trustee attended the 2024 annual meeting (Suarez appointed in Jan 2025) .
- Governance policies: Majority vote for trustees; age limit policy; anti-hedging/anti-pledging; clawback policy; shareholder bylaw amendment rights .
Fixed Compensation
| Component | Amount/Terms | Vesting/Notes |
|---|---|---|
| Annual cash retainer (option to take RSUs at 150% of foregone cash) | $70,000 | RSUs valued at 150% of cash if elected; granted on annual meeting date |
| Annual equity grant (RSUs) | $130,000 value | Granted on annual meeting date; vests by next annual meeting or upon change in control |
| Lead Independent Director additional retainer | $30,000 | RSU election at 150% allowed |
| Committee Chair additional retainer (Audit, Compensation, Finance, Nominating/Gov.) | $25,000 | RSU election at 150% allowed |
| Committee member retainer (Audit, Compensation, Nominating/Gov.) | $12,500 per committee | Paid quarterly; Suarez sits on two committees |
| Travel & education reimbursement | Actuals + up to $10,000 director education | Annual cap for education |
| 2024 trustee totals (illustrative): not including Suarez | Range ~$178,930–$299,508 total | 2024 table excludes Suarez; appointed Jan 2025 |
RSUs for non-employee trustees vest upon the earlier of the day before the next annual meeting or a change in control; delivery occurs upon board departure or elected dates .
Performance Compensation
| Element | Metrics | Structure |
|---|---|---|
| Director equity (RSUs) | None (time-based only) | Annual RSU grant vests by next annual meeting or change in control; no options or PSU metrics disclosed for directors |
| Plan safeguards | No option repricing; 10-year max option/SAR term; non-employee trustee annual sublimit 20,000 shares; clawback provisions | Equity plan amended 2025; governance best practices embedded |
Other Directorships & Interlocks
| Counterparty | Relationship to EPR | Conflict Assessment |
|---|---|---|
| Brixmor Property Group | Retail shopping center REIT | Different property focus vs EPR’s experiential assets; no related party transactions reported; Board independence affirmed |
| ICSC (industry body) | Sector association | Industry network; no transactional ties disclosed |
| Massmart (prior) | Walmart subsidiary (South Africa) | Historic role; no current EPR transactions disclosed |
Expertise & Qualifications
- Financial literacy; CEO/President experience; real estate and experiential sector knowledge; strategic planning and organizational design; risk oversight; public markets familiarity; legal/regulatory experience .
- Committee-relevant: Audit literacy; governance oversight on Nominating/Company Governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| John Peter Suarez | 1,564 | <1% | Includes 1,564 common shares issuable upon settlement of RSUs (within 60 days); no options disclosed |
- Ownership guidelines (raised Feb 24, 2025): Trustees required to hold 6× current annual retainer within 4 years of board service; anti-hedging and anti-pledging policy in effect .
- No pledging/hedging permitted by insiders under policy .
Governance Assessment
- Strengths: Independent trustee with deep operational, compliance, and real estate expertise; dual committee service (Audit; Nominating/Gov.); strong board policies (majority vote, executive sessions, anti-hedging/pledging); elevated ownership guidelines (market-leading per company) to enhance alignment .
- Compensation alignment: Director pay emphasizes equity via RSUs and encourages electing stock over cash (150% valuation), fostering skin-in-the-game; no options; time-based vesting aligned with annual accountability .
- Investor confidence signals: High say-on-pay support (≈92% in 2024), independent comp consultant with no conflicts; robust equity plan governance (no repricing; sublimits; clawback) .
- Potential watch items: Time commitments across external roles (Brixmor, ICSC); combined CEO/Chair structure at EPR mitigated by Lead Independent Director and executive sessions; no related-party transactions reported since 2024 .
Related-party/Conflicts: Company reports no transactions with related persons since the beginning of fiscal 2024; independence standards restrict tenant/affiliate relationships and auditor relationships; Board affirmed independence of all trustees except CEO/Chair Silvers .