Elizabeth K. Tuppeny
About Elizabeth K. Tuppeny
Elizabeth K. Tuppeny, age 64, is FBRT’s Lead Independent Director and has served on the Board since 2013. She founded and leads Domus, Inc. (1993–present) and brings 40 years of branding/advertising expertise at the C‑suite level for Fortune 50 clients; she is affirmatively determined independent under NYSE rules and serves on all three Board committees . As Lead Independent Director, she chairs executive sessions of independent directors and reviews agendas, facilitates communication, and may call meetings of the independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domus, Inc. | Founder & Chief Executive Officer | 1993–Present | C‑suite branding advisory for Chevron, Citibank, ConAgra, Diageo, DuPont, Epson, Mattel, Merck, Merrill Lynch, P&G, Ralph Lauren, Westinghouse |
| Earle Palmer Brown | EVP, Business Development | 1992–1993 | Growth and client acquisition leadership |
| Weightman Advertising | Senior Vice President | 1984–1992 | Senior leadership in advertising |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Healthcare Properties | Director | Not disclosed in proxy | Current public company board |
| American Strategic Investment Co. (formerly New York City REIT, Inc.) | Director | Not disclosed in proxy | Current public company board |
| American Realty Capital Trust IV | Director | Not disclosed in proxy | Prior public company board |
Board Governance
- Committee assignments: Audit; Compensation; Nominating & Corporate Governance; not a chair. She is Lead Independent Director .
- Independence: Board determined Tuppeny and all committee members are independent under NYSE standards; audit committee composition fully independent .
- Attendance and engagement: Board met 5 times in FY2024; each director attended at least 75% of Board and committee meetings; independent director executive sessions occur at every regular Board meeting .
- Lead Independent Director responsibilities: chairs independent sessions, reviews agendas, liaises with management and service providers, and may call meetings; receives supplemental compensation for this role .
- Investor engagement: Chairman, Lead Independent Director, and NCG Chair held discussions with largest institutional stockholders on performance, governance, and sustainability .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Director Cash Retainer | $110,000 | Standard non-management director cash retainer |
| Committee Membership Fees | $30,000 | $10,000 per committee; she serves on Audit, Compensation, NCG (3×$10,000) |
| Lead Independent Director Supplemental Fee | $30,000 | Role-specific cash supplement |
| Total Cash Fees | $170,000 | Matches director compensation table (cash) |
Performance Compensation
| Equity Award (2024) | Grant Date | Grant Date Fair Value | Pricing Basis | Vesting |
|---|---|---|---|---|
| Annual Restricted Stock Grant | May 31, 2024 | $85,000 | $12.47/share (closing price prior to grant) | Earlier of 1-year anniversary or next annual meeting |
| Supplemental Restricted Stock Grant (reflects equity retainer increase) | Aug 7, 2024 | $25,000 | $12.34/share (closing price prior to grant) | Same as above |
| Unvested Restricted Shares (as of 12/31/24) | — | — | 8,841 shares (from 2024 grants) | Scheduled to vest May 28, 2025 |
| Annual Equity Retainer Policy | — | $110,000 (2024; +$25k vs 2023) | Granted at meeting date price | Vests earlier of anniversary or next annual meeting |
Performance metrics (director equity):
| Metric | Use in Director Pay | Notes |
|---|---|---|
| Performance-based metrics (e.g., TSR, EBITDA) | Not used | Director equity is time-based restricted stock; no options/PSUs disclosed |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| National Healthcare Properties; American Strategic Investment Co. | Both are REITs; no FBRT-related party transactions disclosed involving Tuppeny; NCG Committee reviews and approves related-party transactions and conflicts, and all 2024 Advisor/affiliate relationships were reviewed and deemed fair under Company policies . |
| Time-commitment/limits | Directors should not serve on more than four additional public company boards; Audit Committee members should limit audit committee seats; directors must notify Board of changes; policies seek to prevent overboarding/conflicts . |
Expertise & Qualifications
- 40 years in branding/advertising with Fortune 50 clients; CEO experience; multiple independent directorships; real estate business development evaluation background .
- Board skills framework includes marketing/communications, governance/regulatory, risk management, and REIT/real estate experience—areas aligned with her profile .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Elizabeth K. Tuppeny | 39,871 | <1% | Includes 8,841 unvested restricted shares scheduled to vest May 28, 2025 . |
| Director Stock Ownership Guideline | 3× prior-year base cash retainer | — | Must meet within 5 years of appointment (or 3 years for increases); all non-management directors compliant or on track as of 12/31/24 . |
| Hedging & Pledging | Prohibited; pledging/margin requires Audit Committee pre-approval | — | Insider Trading Policy restrictions apply . |
Governance Assessment
- Strengths: Lead Independent Director role with clear authority supports balance when CEO is Chair; full independence across committees; regular executive sessions; robust related-party/conflict oversight; director stock ownership guidelines; strong investor engagement participation by Lead Independent Director .
- Alignment: Mix of cash ($170k) and equity ($110k grant; time-based) appears standard for REIT directors; equity vests on short cycle aligned with annual meeting cadence; beneficial ownership and guideline compliance/on-track status support alignment .
- Potential risks/flags: Multiple external REIT directorships necessitate monitoring for time-commitment and conflict risks; Company policies mitigate via pre-approval, ownership/hedging limits, and NCG oversight. No director-specific related-party transactions disclosed; no political contributions in 2024; no material legal/regulatory proceedings disclosed by the Company .