David Faeder
About David W. Faeder
Independent Non-Executive Chairman of the Board at Federal Realty Investment Trust (FRT) since May 2021; trustee since 2003 (age 68). Managing Partner at Fountain Square Properties (since 2003) and Managing Member at Kensington Senior Living (since 2011). Former Vice Chairman, President, and EVP–CFO at Sunrise Senior Living (1993–2003); began career in public accounting and then investment banking. BS in Business Administration (Old Dominion University) and MBA (University of Virginia Darden); designated Audit Committee Financial Expert by FRT’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunrise Senior Living | Vice Chairman; President; EVP–Chief Financial Officer | 1993–2003 | Public company REIT CFO experience; finance, reporting, capital structure expertise |
| Public Accounting (unnamed) | Auditor | Early career | Foundational accounting expertise |
| Investment Banking (unnamed) | Banker | Immediately prior to Sunrise | Capital markets perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fountain Square Properties | Managing Partner | 2003–present | Senior housing investment/development; real estate investing/finance expertise |
| Kensington Senior Living | Managing Member | 2011–present | Senior living operations/development; strategic/operational insights |
| Arlington Asset Investment Corp. | Director (Prior Public Company) | Until 2023 | Prior public board service; capital markets exposure |
Board Governance
- Role: Independent Non-Executive Chairman (separated from CEO role); Board believes this structure enhances oversight and communication .
- Independence: Board determined all trustees except CEO are independent; Faeder is independent .
- Attendance and Engagement: Board met 6 times in 2024; 100% attendance at Board and committee meetings by all trustees; all trustees attend standing committee meetings; executive sessions held each quarter (full Board and non-management trustees); all trustees attended 2024 annual meeting .
- Committees and Assignments:
- Audit Committee member; Audit Committee Financial Expert designation .
- Nominating and Corporate Governance Committee member .
- Not a committee chair; committee chairs are Steinel (Audit), Holland (Compensation), Nader (Nominating) .
- Risk Oversight and Evaluation: Committees oversee specific risk domains; annual Board/committee and trustee evaluations led by Nominating Committee; results inform nominations and assignments .
- Related Party and Conflicts: Audit Committee oversees related party transactions; company reports no related party transactions requiring disclosure for trustees in 2024 .
Fixed Compensation
| Element | Amount | Form | Notes |
|---|---|---|---|
| Annual Retainer – Non-Executive Chairman (2024) | $225,000 | 60% cash; 40% equity | Shares fully vested at grant; prorated for partial years |
| Annual Retainer – Trustees (2024) | $200,000 | 40% cash; 60% equity | Shares fully vested at grant |
| Committee Chair Fees (if applicable) | Audit: $25,000; Compensation: $15,000; Nominating: $15,000 | Cash | Faeder not a committee chair |
| 2025 Increase (effective Jan 1, 2025) | Chairman: $275,000; Trustees: $225,000 | Same mix | Structure unchanged beyond higher retainers |
| 2024 Actual – Faeder | $225,000 total | $135,000 cash; $90,000 shares | 2024 trustee compensation table |
- Share issuance mechanics: Trustee equity paid in shares issued Jan 2, 2025, calculated by dividing the share-paid amount by $111.95 (Dec 31, 2024 closing price) .
Performance Compensation
Directors do not receive performance-based equity or cash; trustee equity grants are fully vested at grant and not tied to metrics, options, or long-term performance plans .
| Performance Component | Metric/Terms | Status |
|---|---|---|
| Performance Stock (PSUs) | N/A for directors | Not used |
| Options | Repricing prohibited under 2020 Plan | Not granted to trustees; no option awards disclosed |
| Annual/Long-term Performance Metrics | N/A for directors | Not applicable |
Other Directorships & Interlocks
- Current/Recent Public Boards: Arlington Asset Investment Corp. (prior; until 2023) .
- Compensation Committee Interlocks: None for the Compensation Committee (Holland, Lamb-Hale, McEachin, Steinel) .
- Interlocks with FRT counterparties: None disclosed; related party transactions with trustees reported as none .
Expertise & Qualifications
- Financial expertise and literacy; designated Audit Committee Financial Expert .
- REIT/public company executive experience (Sunrise Senior Living CFO) .
- Strategic planning, leadership, risk management, corporate governance skills (Board qualifications matrix) .
- Real estate investing/finance; senior living sector insights relevant to mixed-use redevelopment opportunities .
Equity Ownership
| Holder | Common Shares | Unvested Restricted Shares | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| David W. Faeder | 26,446 | 0 | 26,446 | <1% |
- Ownership Guidelines: Trustees must hold shares equal to ≥5x annual cash retainer; compliance within 5 years; as of Dec 31, 2024 all trustees compliant except McEachin (joined 2022). Faeder in compliance .
- Hedging/Pledging: Prohibited for trustees and officers; combined with clawback and equity hold policies (for executives) .
- Insider Trades (Form 4):
- Jan 2, 2025: Acquired 804 common shares (Code A, price $0), consistent with trustee equity issuance on Jan 2, 2025 .
| Date | Security | Transaction Code | Amount | Price | Notes |
|---|---|---|---|---|---|
| 2025-01-02 | Common Shares | A | 804 | $0.00 | Trustee equity grant issued Jan 2, 2025 |
Governance Assessment
- Board effectiveness: Strong independent leadership (Non-Exec Chair), robust evaluation process, and committee structure with clearly delineated risk oversight responsibilities. 100% attendance and regular executive sessions support engagement and oversight quality .
- Alignment and incentives: Director pay is modest, retainer-based, and partly delivered in equity fully vested at grant; stringent ownership guidelines and prohibitions on hedging/pledging enhance alignment. 2025 retainer increases are incremental and consistent with market inflation for director compensation .
- Conflicts and related parties: No related party transactions requiring disclosure for trustees in 2024; Audit Committee pre-approves related party dealings; independence reaffirmed annually. Board’s independence standards cap material relationships via revenue thresholds; no issues flagged for Faeder .
- Signal checks: Compensation Committee reports no interlocks; say-on-pay garnered ~92% approval in 2024, indicating investor support for compensation governance (executive program). No hedging/pledging by trustees; equity plan prohibits option repricing. Overall, limited governance red flags pertaining to Faeder’s role; expertise and tenure provide continuity and financial oversight strength .
RED FLAGS: None disclosed for Faeder on attendance, independence, hedging/pledging, or related-party transactions. Continuous monitoring warranted for any evolving related-party exposure given his senior living involvement, but 2024 disclosures indicate no transactions requiring disclosure .