Lisa G. Trimberger
About Lisa G. Trimberger
Independent trustee of EPR Properties since 2022; age 64. Principal and co-owner of Mack Capital Investments LLC; retired Deloitte & Touche LLP audit partner (31-year tenure) with extensive REIT audit and risk oversight experience. Credentials include CPA, NACD Board Leadership Fellow, CERT Certificate in Cybersecurity Oversight (Carnegie Mellon), and Kellogg Women’s Director Development program; B.S. in Accounting from St. Cloud State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner; Lead client service partner | Retired 2014 after 31 years | Audited public companies incl. REITs; co-chair of Deloitte Board Nominating Committee; led National Women’s Initiative (development/retention) |
| Mack Capital Investments LLC | Principal & Co-Owner | Current | Private investment company leadership |
External Roles
| Company | Role | Committee Positions |
|---|---|---|
| COPT Defense Properties (NYSE: CDP) | Director | Audit Committee Chair; Nominating & Corporate Governance Committee member |
| Luxfer Holdings PLC (NYSE: LXFR) | Director | Audit Committee Chair; Remuneration Committee member |
| NACD, NAREIT | Member | NACD Board Leadership Fellow; CERT in Cybersecurity Oversight |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating/Company Governance Committee member; designated “audit committee financial expert” by the Board .
- Independence: Board affirmatively determined all trustees except the CEO/Chair are independent under EPR’s Standards; Trimberger is independent .
- Attendance and engagement: Board met six times in 2024; committees met regularly (Audit 4x; Nominating 3x). Trustees attended at least 98% of Board/committee meetings and all trustees attended the 2024 Annual Meeting; independent trustees meet regularly in executive session (presided by Lead Independent Director Virginia E. Shanks) .
- Lead Independent Director & leadership: CEO/Chair combined (Gregory K. Silvers); Lead Independent Director is Virginia E. Shanks; executive sessions held without management .
Fixed Compensation
Policy (non-employee trustees):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $70,000; may be taken in RSUs at 150% of cash-equivalent |
| Annual equity grant | RSUs valued at $130,000 on annual meeting date |
| Lead Independent retainer | +$30,000 (cash or RSUs at 150%) |
| Committee chair retainer | +$25,000 (cash or RSUs at 150%) |
| Committee member fees | Audit/Comp/Nominating: $12,500 cash each; Finance (prorated) $6,250 |
| Meeting fees | None disclosed; travel reimbursed; up to $10,000 for continuing director education |
| Vesting (director RSUs) | Vest on day before next annual meeting or upon change-in-control; delivery at board departure or deferred date |
Actual 2024 compensation (Trimberger):
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $113,750 |
| Stock Awards (grant-date fair value) | $172,055 |
| Total | $285,805 |
Notes:
- In 2024, each non-employee trustee elected RSUs for annual/chair retainers except two named trustees (not including Trimberger); incremental value from RSU election is reflected in “Stock Awards” (Trimberger increment: $46,030) .
Performance Compensation
Director awards structure:
| Element | Grant/Metric | Vesting | 2024 Detail |
|---|---|---|---|
| Annual RSU grant | Time-based (no performance metric) | Earlier of day before next annual meeting or change-in-control | $126,026 grant-date fair value per trustee; non-employee trustees received RSUs; Trimberger’s incremental RSU value from electing RSUs over cash: $46,030 |
| Additional RSUs from retainer election | Time-based | Same as above | Included in Stock Awards; valued at 150% of forgone cash |
No performance share units or option awards for directors in 2024; options outstanding for trustees were zero at 12/31/2024 .
Other Directorships & Interlocks
| External Board | Sector Overlap with EPR | Potential Interlock/Conflict |
|---|---|---|
| COPT Defense Properties (CDP) | Office/data center shells (non-experiential) | None disclosed; EPR reported no related-person transactions in 2024 |
| Luxfer Holdings PLC (LXFR) | Advanced materials | None disclosed; EPR reported no related-person transactions in 2024 |
Expertise & Qualifications
- Audit and risk oversight: Audit Committee Chair; SEC-designated “audit committee financial expert”; 31-year Big Four audit background with REIT exposure .
- Corporate governance: Service on Nominating/Governance; prior leadership in governance initiatives at Deloitte .
- Cybersecurity oversight: CERT Certificate in Cybersecurity Oversight; relevant for Audit oversight of controls .
- Industry and capital markets literacy: Financial literacy and REIT sector knowledge recognized in EPR’s skills matrix .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 16,219 shares |
| % of shares outstanding | <1% (Company star indicates “less than 1%”) |
| Unvested RSUs outstanding (12/31/2024) | 6,586 units |
| Pledged as collateral | Company prohibits hedging/pledging; no pledging disclosed for trustees |
| Director ownership guidelines | Increased Feb 24, 2025: trustees must hold 6x current annual retainer within 4 years of board service; prior guideline 4x |
| Compliance status | Not individually disclosed; guideline applies to all trustees |
Insider Trades
| Date | Form | Transaction | Shares | Price | Source |
|---|---|---|---|---|---|
| 2023-12-06 | Form 4 | Sale | 5,933 | $46.39 | http://openinsider.com/EPR |
| 2025-06-02 (filed 2025-06-04) | Form 4 | Statement of changes (details see filing) | — | — | https://www.sec.gov/Archives/edgar/data/1045450/000104545025000098/0001045450-25-000098-index.htm |
Governance Assessment
- Strengths/signals of confidence:
- Audit Committee chaired by an SEC “financial expert”; robust audit oversight and independence posture; Audit Committee met four times in 2024; KPMG engagement pre-approval and independence reviewed .
- Independence and absence of related-party transactions involving trustees/officers in 2024; anti-hedging/anti-pledging policy reduces alignment risks .
- High board/committee attendance (≥98%) and regular executive sessions under Lead Independent Director; all trustees attended the 2024 Annual Meeting .
- Share ownership guidelines materially increased in 2025 (trustees: 6x retainer), tightening alignment expectations .
- Pay structure alignment:
- Director compensation emphasizes equity via RSUs with election at 150% of cash, encouraging equity holding; Trimberger’s 2024 mix was $172,055 stock awards vs $113,750 fees category .
- Potential risks/considerations:
- Combined CEO/Chair structure mitigated by Lead Independent Director and strong committee independence; ongoing monitoring appropriate for board effectiveness .
- External audit-chair commitments at CDP and LXFR increase workload; no conflicts disclosed, but time/attention allocation should be monitored; EPR discloses no Item 404 transactions .
- Shareholder sentiment context:
- Say-on-pay approval for executives was ~92% in 2024, indicating general investor support for compensation governance; not a director-specific vote but relevant to overall governance quality .