Robin P. Sterneck
About Robin P. Sterneck
Independent trustee of EPR Properties since 2013; age 67. President of Highland Birch Group and co-owner of Sterneck Capital Management. Former Managing Director at Swiss Re (Head of Commercial Insurance 2006–2009; Head of Global Talent 2009 until retirement), preceded by senior roles at GE Insurance Solutions and GE Capital; prior 15 years in investment banking/public finance. Education: B.S. (Trinity College of Vermont) and MBA (Tulane University). NACD Board Leadership Fellow; co-chair of the Kansas City Chapter of Women Corporate Directors Foundation .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Swiss Re | Managing Director, Head of Commercial Insurance | 2006–2009 | Led commercial insurance; executive leadership experience |
| Swiss Re | Managing Director, Head of Global Talent | 2009 (to retirement in Sept 2009) | Oversaw global talent; human capital expertise |
| GE Insurance Solutions | Head of Commercial Insurance Division; Executive Leadership Team; Global Marketing Leader | 1999–2006 | Strategic/operational leadership in insurance |
| GE Capital | Senior Vice President | 1996–2006 | Finance/operations leadership; credit markets familiarity |
| Clayton Brown & Associates | Managing Director, Public Finance | Part of 15 years pre-1996 | Capital markets/public finance |
| Shearson Lehman Brothers | Senior Vice President | Part of 15 years pre-1996 | Investment banking; market expertise |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Highland Birch Group | President | Private consulting | Founder/operator |
| Sterneck Capital Management, LLC | Co-owner | Investment firm | Co-owner/operator |
| Women Corporate Directors Foundation (Kansas City Chapter) | Co-Chair | Non-profit governance network | Community governance engagement |
| NACD | Board Leadership Fellow | Professional credential | Continuous director education |
| Non-profit/private company boards | Director | Non-profit/private | Numerous boards (not itemized) |
Board Governance
- Independence: Board affirmed Sterneck is independent under NYSE and company standards; only CEO/Chair (Silvers) is non-independent .
- Committee assignments: Chair, Compensation and Human Capital Committee; member, Nominating/Company Governance Committee .
- Committee activity: Compensation Committee met six times in 2024; Nominating/Company Governance met three times in 2024 .
- Attendance: Board met six times in 2024; trustees attended at least 98% of Board and committee meetings; all trustees attended the 2024 annual meeting .
- Share ownership/hedging: Anti-hedging and anti-pledging policy applies to trustees; executive sessions led by Lead Independent Trustee (Shanks) .
- Ownership guidelines: Increased in Feb 2025—trustees must hold 6x current annual retainer within 4 years (prior 4x) .
- Mandatory resignation: Majority vote standard; unfavorable outcome triggers tendered resignation under Board policy .
Fixed Compensation
| Component (Non-employee trustees) | 2022 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer (electable as RSUs) | $70,000 | $70,000 | RSUs valued at 150% of cash amount if elected |
| Committee chair retainer (Compensation Chair) | $25,000 | $25,000 | Sterneck elected cash for the $25k chair retainer in 2024 |
| Committee membership fees (per committee; non-chair) | $12,500 | $12,500 | Paid in quarterly cash installments |
| Equity grant (RSUs) (annual grant date fair value) | $127,382 | $130,000 | Granted on annual meeting date |
| Finance Committee (member retainer) | — | $6,250 (prorated for Q1–Q2) | Not applicable to Sterneck per disclosed committees |
Trustee compensation (reported totals):
- Sterneck: Fees Earned or Paid in Cash $120,000; Stock Awards $159,955; Total $279,955 for fiscal 2024 .
- Prior year (FY 2022): Fees $120,000; Stock Awards $173,957; Total $293,957 .
Performance Compensation
Compensation Committee performance framework Sterneck oversees for executives (not for directors):
| Program | Metric | Weight | Target/Thresholds | Payout Mechanics |
|---|---|---|---|---|
| Annual Incentive (AIP) | FFO as adjusted per Share | 50% | Company-set annual targets | Cash or restricted stock (equity valued at 150% of cash) |
| Annual Incentive (AIP) | Investment spending | 30% | Annual spending goals | As above |
| Annual Incentive (AIP) | Personal performance | 20% | Individual objectives | As above |
| Long-Term Incentive (PSUs) | TSR vs Triple-Net Peer Group | 50% | Minimum 30th pctile (50% payout), target 50th (100%), max 75th (200%); outperformance with ≥10% absolute TSR can earn 250% on this component | |
| Long-Term Incentive (PSUs) | TSR vs MSCI US REIT Index | 25% | Same percentile schedule as above | |
| Long-Term Incentive (PSUs) | AFFO per Share CAGR | 25% | 2% (50%), 4% (100%), 6% (200%) |
Recent outcomes/changes:
- 2022–2024 PSU cycle vested Jan 1, 2025 at 200% payout on all three metrics (relative TSR to peers, TSR vs MSCI US REIT, AFFO CAGR) .
- Beginning in 2024, TSR target threshold tightened from 50th to 55th percentile for target payout under LTI metrics—raising performance hurdle .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond EPR |
| Committee interlocks | No interlocks or relationships requiring Item 404 disclosure for Compensation Committee members (including Sterneck) in the last fiscal year |
| Related-party transactions | None reportable since the beginning of fiscal 2024 |
Expertise & Qualifications
- Matrix highlights: High financial literacy; relevant CFO/COO experience; public debt/equity markets expertise; strategic planning/organizational design; risk oversight; corporate governance; human capital management; legal/regulatory experience .
- Sector knowledge flags: Board matrix does not tag Sterneck with “extensive knowledge of real estate industry,” but emphasizes finance, governance, markets, and human capital strengths .
Equity Ownership
| As of March 12, 2025 | Shares/Units | % of Shares Outstanding |
|---|---|---|
| Total beneficial ownership | 47,495 common shares (includes 41,787 issuable upon RSU settlement within 60 days) | Less than 1% |
| Nonvested RSUs outstanding (12/31/2024) | 5,680 units | — |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging of Company securities by trustees | |
| Trustee ownership guidelines | 6x annual retainer within 4 years (raised from 4x in Feb 2025) |
Governance Assessment
- Strengths: Long-tenured independent director with deep finance and human capital expertise; chairs Compensation Committee with independent consultant Ferguson Partners; no conflicts identified; robust anti-hedging/anti-pledging and majority vote/resignation policies; high Board/committee attendance; tightened LTI performance hurdles; elevated ownership guidelines supporting alignment .
- Alignment signals: Director pay emphasizes equity via RSUs (premium valuation for equity election); Sterneck elected cash only for the $25k chair retainer—minor shift but overall mix remains equity-heavy; beneficial ownership includes a meaningful RSU balance, supporting skin-in-the-game .
- Potential watch items: Combined CEO/Chair structure remains, albeit mitigated by Lead Independent Director and strong committee independence; proxy seeks increased share authorization under the equity plan—monitor dilution and grant practices .
- Red flags: None disclosed for related-party transactions, Section 16 reporting for trustees (no Sterneck issues), or compensation interlocks; anti-pledging reduces collateral risk .