Peter C. Brown
About Peter C. Brown
Independent trustee since 2010 (age 66). Chairman of Grassmere Partners; retired Chairman, CEO and President of AMC Entertainment (1999–2009), previously President (1997–1999) and SVP/CFO (1991–1997). Former non‑executive Chairman of EPR’s Board (1997–2003). Graduate of the University of Kansas. Committee memberships at EPR: Audit and Nominating/Company Governance; identified by the Board as an Audit Committee Financial Expert. Independence affirmed under NYSE/EPR standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMC Entertainment Inc. | Chairman, CEO & President | 1999–Feb 2009 | Led one of the world’s largest theatrical exhibitors; prior President (1997–1999) and SVP/CFO (1991–1997) |
| EPR Properties | Non‑Executive Chairman | 1997–2003 | Early governance leadership at EPR |
| Grassmere Partners, LLC | Chairman | Current | Private investment firm leadership |
External Roles
| Company | Role | Committees |
|---|---|---|
| Lumen Technologies, Inc. (NYSE) | Director | Audit; Finance |
| Cinedigm Corp. (NASDAQ) | Director | Audit; Compensation; Nominating |
| Prior Public Boards | Director | National CineMedia, Midway Games, LabOne, Protection One, CEC Entertainment |
Board Governance
- EPR committee assignments: Audit; Nominating/Company Governance. Not a committee chair. Audit committee meeting frequency: 4 in 2024; Nominating/Company Governance: 3 in 2024. Brown is designated an Audit Committee Financial Expert.
- Independence: Board affirmed all trustees except CEO are independent under EPR’s Independence Standards and NYSE rules.
- Attendance/engagement: Board met 6 times in 2024; trustees attended at least 98% of Board/committee meetings; each trustee attended the 2024 Annual Meeting. (One trustee missed one Board meeting; one missed one committee meeting; identities not disclosed.)
- Governance practices: Majority vote standard with mandatory resignation policy; anti‑hedging/anti‑pledging; executive sessions led by Lead Independent Director (Virginia E. Shanks).
Fixed Compensation (Director)
| Component | Structure / Amount | 2024 Brown (USD) |
|---|---|---|
| Annual cash retainer | $70,000; may elect RSUs valued at 150% of cash in lieu | Elected $25,000 in cash (rest via RSUs) |
| Equity grant | RSUs valued at $130,000, granted at annual meeting | Included in Stock Awards |
| Committee membership fees | $12,500 per committee (Audit/Comp/Nominating); paid quarterly | Applies for Audit and Nominating membership |
| Chair/LID fees | $25,000 chair; $30,000 LID (if applicable) | Not applicable (not a chair/LID) |
| Reimbursements | Travel; up to $10,000 for director education | Policy applies |
Trustee Compensation – Fiscal 2024
| Name | Fees Earned/Paid in Cash | Stock Awards (fair value) | Options | Total |
|---|---|---|---|---|
| Peter C. Brown | $88,750 | $147,855 | — | $236,605 |
Notes: RSUs granted to non‑employee trustees initially represent one common share; vest upon the day preceding the next annual meeting or upon change in control; settled upon departure. All 2024 trustee RSUs under the 2016 Equity Incentive Plan.
Performance Compensation (Director)
| Element | Performance Metric(s) | Vesting / Terms |
|---|---|---|
| RSUs (trustees) | None (time‑based; no performance conditions) | Vest on day preceding next annual meeting or change in control; settle upon departure or specified time |
| Options | Not used for trustees | No trustee options outstanding in 2024 |
EPR does not use performance‑conditioned equity for directors; director equity is time‑vested RSUs, aligning director incentives with shareholder value without short‑term metrics.
Other Directorships & Interlocks
- Current: Lumen Technologies (audit, finance); Cinedigm (audit, compensation, nominating).
- Potential conflicts: EPR is a major experiential REIT with theatre exposure; Brown is a retired AMC executive (no current AMC role). Company reports no related‑party transactions requiring disclosure since the beginning of fiscal 2024. Independence standards disqualify current tenant affiliations; none disclosed for Brown.
Expertise & Qualifications
- Financial literacy; prior CEO/President; prior CFO experience; real estate and experiential industry knowledge; capital markets and credit markets expertise; risk oversight; governance expertise. (See EPR’s skills matrix: Brown has “X” in these categories.)
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Mar 12, 2025) | 27,675 common shares (includes 4,774 shares issuable upon RSU settlement) |
| % of shares outstanding | <1% (asterisk indicates less than 1%) |
| Non‑vested RSUs outstanding (12/31/2024) | 4,774 |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging of Company securities |
| Ownership guidelines (trustees) | Increased in Feb 2025 to 6x current annual retainer (prior 4x) |
| Annual retainer referenced | $70,000 (trustees) |
| Implied guideline threshold | $420,000 (6 × $70,000) |
| Share price reference (Mar 12, 2025) | $51.52 per share |
| Indicative value of reported beneficial holdings | ≈$1.42 million (27,675 × $51.52; calculated) |
EPR did not disclose individual guideline compliance; Brown’s reported beneficial holdings substantially exceed the implied threshold, though guideline counting references “common shares or unvested restricted common shares” (trustee RSUs may be treated differently).
Governance Assessment
- Strengths: Long‑tenured independent trustee with deep entertainment and finance background; Audit Committee Financial Expert; active on audit and nominating committees; high overall Board/committee attendance; robust policies (majority vote with mandatory resignation, anti‑hedging/pledging, confidential voting).
- Alignment: Director compensation emphasizes equity via RSUs and elective conversion of retainers to RSUs at a premium; share ownership guidelines increased meaningfully in 2025 (market‑leading levels).
- Investor sentiment: Say‑on‑pay support strong (92.0% in 2024; ~92.2% average over 10 years), signaling governance and pay credibility.
- Conflicts/Red flags: No related‑party transactions reported; policy forbids hedging/pledging; no options repricing; no tax gross‑ups for change‑of‑control. Combined CEO/Chair structure at EPR mitigated by Lead Independent Director and executive sessions. Overall, no direct conflicts tied to Brown disclosed; prior AMC leadership is a “watch” item given EPR theatre exposure, but independence standards and disclosures are clean.