Joyce DeLucca
About Joyce DeLucca
Independent director since 2018 and current Chair of the Compensation Committee at Essential Properties Realty Trust (EPRT). Age 60; B.S. in Finance from Ithaca College; CFA charterholder. Career spans leveraged credit, CLOs, distressed and mezzanine investing; currently Partner at BD Capital Management LLC (private real estate investments). Committee memberships: Compensation (Chair) and Investment; independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BD Capital Management LLC | Partner | Current | Private investment in performing/distressed commercial real estate; credit/investing expertise brought to EPRT’s board. |
| Hayfin Capital Management, LLC | Managing Director | Jan 2018 – Dec 2020 | Direct lending, special opportunities, high yield, securitized credit; joined via acquisition of Kingsland Capital. |
| Kingsland Capital Management LLC | Founder, Managing Principal & CIO | Jan 2005 – Jan 2018 | Built CLO/leveraged credit manager; founding/operator credentials. |
| Katonah Capital | Managing Principal | 2000 – 2004 | Leveraged loans/high yield credit. |
| Chase Manhattan Bank (co-founded Octagon Credit Investors) | Managing Director | 1995 – 1999 | Established CLO manager; debt markets experience. |
| Fisher Brothers | Portfolio Manager & Investment Advisor | 1989 – 1995 | Distressed and high-yield investing. |
| Bernstein Macaulay | Trader & Analyst | 1986 – 1989 | High-yield bonds and MBS analysis. |
| Loan Sales & Trading Association | Regulatory and Board Nominating Committees | 2006 – 2010 | Industry standards participation. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BD Capital Management LLC | Partner | Current | Private firm (real estate) – no disclosed EPRT related-party transactions. |
| Other public company boards | — | — | None disclosed. |
Board Governance
- Committee assignments: Compensation Committee (Chair); Investment Committee member.
- Independence: Board determined she is independent; all standing committees are fully independent.
- Attendance: Board met 9 times in 2024; no director attended fewer than 75% of applicable meetings.
- Executive sessions: Non-employee directors meet without management at the conclusion of each regular Board meeting.
- Risk oversight: Committees meet at least quarterly with management; active oversight of ESG and cybersecurity across Board and committees.
- Board leadership: Independent non-executive Chair (Scott A. Estes).
| Committee | 2024 Meetings | Role | Independence |
|---|---|---|---|
| Compensation | 4 | Chair (DeLucca) | All members independent. |
| Investment | 2 | Member (DeLucca) | Comprised of independent directors. |
| Audit | 4 | — | All members independent; financial experts designated. |
| Nominating & Corporate Governance | 4 | — | All members independent. |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard cash retainer for non-employee directors. |
| Compensation Committee Chair fee | $15,000 | Chair fee; DeLucca is Chair. |
| Other committee membership fees | $0 | Investment Committee has no separate cash retainer. |
| Total cash fees paid (2024) | $75,000 | Matches retainer + chair fee. |
Performance Compensation (Director Equity)
| Component | Grant Value | Units/Status | Vesting |
|---|---|---|---|
| Annual RSU grant (2024) | $100,000 | Unvested RSUs outstanding 3,631 as of 12/31/2024 | Vests on earlier of first anniversary of grant or next annual meeting, subject to continued service. |
| Plan | 2023 Incentive Plan | Director equity in RSUs | Standard director equity program. |
EPRT prohibits hedging and pledging by directors and executive officers; dividend-equivalent and vesting mechanics for RSUs follow plan terms.
Other Directorships & Interlocks
| Company | Board/Role | Interlocks/Notes |
|---|---|---|
| None | — | No other public company boards disclosed; reduces risk of external interlocks. |
Expertise & Qualifications
- Debt capital markets, credit analysis, and real estate finance; founder/operator experience (Kingsland; co-founded Octagon Credit Investors).
- Board skills matrix highlights finance & capital markets and real estate finance competencies.
- CFA charterholder; B.S. in Finance (Ithaca College).
Equity Ownership
| Holder | Beneficial Ownership (Shares & OP Units) | % of Outstanding | Pledging/Hedging |
|---|---|---|---|
| Joyce DeLucca | 28,785 | <1% | Company policy prohibits hedging/pledging; proxy notes no shares by directors/executives are pledged, except for securities held in accounts that may from time to time utilize margin borrowing secured by the securities. |
- Director stock ownership guideline: At least 5x base annual cash retainer within 5 years of election; directors must retain 50% of shares granted until guidelines met. Compliance status by individual directors not disclosed.
Governance Assessment
- Strengths: Independent director; chairs an all-independent Compensation Committee; use of independent compensation consultant (Ferguson Partners); no tax gross-ups; double-trigger change-in-control design; formal clawback policy aligned with NYSE rules; anti-hedging/anti-pledging policy.
- Board/Committee engagement: Regular executive sessions; quarterly committee interactions with management; 2024 attendance threshold met; active oversight of ESG and cybersecurity; indicates engaged governance.
- Director pay structure: Balanced cash/equity mix; fixed fees aligned with responsibilities; RSU vesting tied to service with near-term vesting cadence (annual meeting), promoting alignment without meeting-driven windfalls.
- Potential conflicts/related-party: None disclosed for 2024; robust related-party transaction policy with recusal and independent approval.
- Investor confidence signals: Strong say-on-pay result (~98% approval at 2024 meeting), indicating broad support for compensation practices overseen by the Committee chaired by DeLucca.
- Watch items: Margin-capable brokerage accounts disclosure suggests potential use of margin secured by securities, though hedging/pledging is prohibited; monitor for any future Form 4 activity to assess ownership changes.