Virginia E. Shanks
About Virginia E. Shanks
Virginia E. Shanks, age 64, has served on EPR Properties’ Board since 2019 and is the Board’s Lead Independent Trustee. She brings 30+ years of gaming and experiential consumer industry leadership, including senior executive roles at Pinnacle Entertainment and Caesars Entertainment, and holds a B.S. from the University of Nevada . As Lead Independent Trustee, she presides over executive sessions and provides input on Board agendas and CEO performance evaluations, complementing EPR’s combined Chair/CEO structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penn National Gaming, Inc. | Strategic Advisor | Oct 2018–Jan 2020 | Advisory role post-merger integration following Pinnacle acquisition . |
| Pinnacle Entertainment, Inc. | EVP & Chief Administrative Officer | Jul 2013–Oct 15, 2018 | Oversight of corporate administration; previously EVP & Chief Marketing Officer (Oct 2010–Jun 2013) . |
| Multimedia Games Inc. | Chief Marketing Officer | 2008–2010 | Led marketing at gaming technology firm . |
| Caesars Entertainment Corp. | Senior Vice President of Brand Management and other senior roles | Pre-2008 (25+ years) | Long-tenured brand leadership across property, division, corporate levels . |
External Roles
| Company | Role | Committees |
|---|---|---|
| Altria Group, Inc. (NYSE: MO) | Director | Chair – Finance; Member – Compensation & Innovation . |
| Light & Wonder, Inc. (NASDAQ: LNW) | Director | Member – Audit; Compensation; Compliance . |
Board Governance
- Independence and leadership: Independent trustee and Lead Independent Trustee; Board has majority independence (all except CEO), majority vote standard, age limits, and only independent trustees serve on key committees .
- Committees: Audit Committee; Compensation & Human Capital Committee; not a chair (Audit Chair is Lisa Trimberger; Compensation Chair is Robin Sterneck) .
- Committee activity: Audit met 4 times in 2024; Compensation & Human Capital met 6 times in 2024; Shanks is listed on both committees .
- Attendance and engagement: Trustees attended at least 98% of Board and committee meetings in 2024; each trustee attended the 2024 Annual Meeting. In 2023, all trustees attended all meetings .
- Executive sessions: Independent trustees meet regularly without management; Shanks presides as Lead Independent Trustee .
- Trading/pledging policy: Company prohibits hedging and pledging of Company securities for covered persons, including trustees .
- Share ownership guidelines: Trustees are subject to share ownership guidelines (details not disclosed in proxy) .
- Say-on-pay signal: Advisory approval ~92.0% at 2024 meeting; ~94.5% at 2023 meeting—supportive of compensation framework .
Fixed Compensation
Policy framework (directors):
- Annual retainer $70,000 (electable as RSUs valued at 150% of cash foregone); standard equity retainer $130,000 in RSUs; Lead Independent Trustee additional retainer $30,000; committee chair additional retainer $25,000; committee membership cash retainers $12,500; education reimbursement up to $10,000 .
- RSU vesting: RSUs vest on the day preceding the next annual meeting or upon change in control; deferral allowed to later date for vested RSUs .
Director compensation received:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $125,000 | $125,000 |
| Stock Awards ($) | $182,560 | $174,508 |
| Option Awards ($) | — | — |
| Total ($) | $307,560 | $299,508 |
Additional equity detail (structure effects):
- Incremental RSU fair value from electing equity instead of cash retainers: $50,716 (2023) ; $48,482 (2024) .
- Nonvested RSUs outstanding at year-end: 6,815 (12/31/2023) ; 6,768 (12/31/2024) .
Performance Compensation
- Directors have no performance-based metrics; equity compensation is time-based RSUs with annual vesting aligned to the next annual meeting or change-in-control .
- No options outstanding for trustees (including Shanks) at 12/31/2024 .
| Design Element | Terms |
|---|---|
| Annual RSU grant | $130,000 at annual meeting; vests before next annual meeting . |
| Retainer converted to RSUs | RSUs valued at 150% of cash foregone; incremental fair value recognized as stock awards . |
| Change-in-control | RSUs vest upon change in control . |
Other Directorships & Interlocks
| Related Entity | Relationship to EPR | Conflict Note |
|---|---|---|
| Light & Wonder, Inc. | Gaming technology supplier; EPR invests in gaming/experiential real estate (landlord) | Board independence standards prohibit related-party dependence; Board determined Shanks is independent; no reportable related-person transactions since fiscal 2024 (and since fiscal 2023 in prior proxy) . |
| Altria Group, Inc. | Unrelated sector (tobacco) | No reportable related-person transactions; independence affirmed . |
Expertise & Qualifications
- Experiential and gaming consumer sectors; strategic planning; brand management; governance and risk oversight; legal/regulatory exposure; high financial literacy (skills matrix shows coverage across experiential industry, risk oversight, governance, and legal/regulatory) .
- Lead Independent Trustee responsibilities: agenda input, executive sessions, CEO evaluation leadership .
Equity Ownership
| Metric | Mar 7, 2023 | Mar 12, 2024 | Mar 12, 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 23,727 | 30,542 | 37,310 |
| % of Shares Outstanding | <1% | <1% | <1% |
| Shares Outstanding (reference) | 75,274,659 | 75,667,892 | 76,064,573 |
| Nonvested RSUs outstanding year-end | 6,815 (12/31/2023) | 6,768 (12/31/2024) | — |
Policy alignment:
- Anti-hedging and anti-pledging policy for insiders/trustees .
- Trustee share ownership guidelines in place (amount not disclosed) .
Governance Assessment
- Board effectiveness: Strong independence framework; annual performance evaluations; majority vote standard; rotation culture; Shanks’ LID role strengthens oversight within combined Chair/CEO model—supportive of investor confidence .
- Compensation alignment: Director equity is time-based and tied to annual service; broad use of RSUs (with premium for equity election) enhances alignment; no options or meeting fees outside disclosed retainers; transparent vesting/change-in-control terms .
- Engagement: High attendance (≥98% in 2024; 100% in 2023) and executive session leadership indicate active oversight .
- Shareholder signals: Consistent, high say-on-pay approvals (92% in 2024, 94.5% in 2023) support compensation governance credibility .
- Conflicts/related-party risk: Independence affirmed; no related-person transactions reported; anti-hedging/pledging policy reduces misalignment risk. Sector overlap with gaming warrants continued monitoring, but no disclosed conflicts or transactions to date .
- Compensation committee oversight: Committee fully independent; uses Ferguson Partners Consulting (FPC); no consultant conflicts identified; demonstrates robust pay governance .
RED FLAGS: None disclosed in proxies—no related-party transactions; no hedging/pledging; high attendance; independence affirmed . Potential structural tension in combined Chair/CEO mitigated by the LID role held by Shanks .