Elizabeth Holland
About Elizabeth I. Holland
Elizabeth I. Holland, age 59, is an independent trustee of Federal Realty Investment Trust (FRT) serving since 2017 and chairs the Compensation and Human Capital Management Committee while also serving on the Audit Committee . She is CEO of Abbell Credit Corporation and Abbell Associates, LLC (since 1997) and CEO of Consortial Technologies, L.L.C. (since 2017), with prior roles as a senior staff attorney on the Congressional Bankruptcy Review Commission (1996–1997), a business reorganization attorney at Skadden Arps (1993–1996), and a fixed income portfolio manager at Brown Brothers Harriman (1989–1990) . Holland earned a BA from Hamilton College and a JD from Brooklyn Law School, and currently serves on the board of VICI Properties, Inc.; she also serves on boards of The Village Bank & Trust and Primo Center for Women & Children . She is classified as independent; the Board determined all trustees other than the CEO were independent and reported 100% board and committee meeting attendance in 2024, with executive sessions held at each quarterly meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown Brothers Harriman & Co. | Fixed Income Portfolio Manager | 1989–1990 | Investment experience in fixed income markets |
| Skadden, Arps, Slate, Meagher & Flom | Business Reorganization Attorney | 1993–1996 | Corporate restructuring expertise |
| Congressional Bankruptcy Review Commission | Senior Staff Attorney | 1996–1997 | Bankruptcy policy/legal analysis |
| ICSC (Intl Council of Shopping Centers) | Chairman of Board of Trustees | 2016–2017 | Retail industry leadership; ongoing trustee since 2004 |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Abbell Credit Corp. & Abbell Associates, LLC | Chief Executive Officer | 1997–present | Private retail real estate company |
| Consortial Technologies, L.L.C. | Chief Executive Officer | 2017–present | Software development company |
| VICI Properties, Inc. | Director (Public Company) | Current | Public REIT board service |
| The Village Bank & Trust | Board Member | Current | Chicago-based multifamily owner/manager/developer |
| Primo Center for Women & Children | Board Member | Current | Non-profit focused on housing/support services |
Board Governance
- Committee assignments: Chair, Compensation and Human Capital Management Committee; Member, Audit Committee .
- Independence: Board concluded all trustees other than CEO are independent; independence standard considers materiality thresholds for related-party dealings .
- Attendance and engagement: Board met 6 times in 2024; 100% attendance by trustees at Board and their committee meetings; executive sessions held each quarter (full Board and non-management trustees) .
- Years of service: Trustee since 2017 .
- Board structure: Independent Non-Executive Chairman; annual elections; majority voting standard; proxy access; prohibition on hedging and pledging; robust ownership guidelines .
Fixed Compensation
| Trustee Compensation Element | Amount | Payment Form |
|---|---|---|
| Annual Retainer (Non-management Trustees, as of 12/31/2024) | $200,000 | 40% cash; 60% equity |
| Annual Retainer (Non-Executive Chairman, as of 12/31/2024) | $225,000 | 60% cash; 40% equity |
| Committee Chair – Audit | $25,000 | Cash |
| Committee Chair – Compensation | $15,000 | Cash |
| Committee Chair – Nominating | $15,000 | Cash |
| 2025 Changes | Amount | Effective |
|---|---|---|
| Annual Retainer (Non-management Trustees) | $225,000 | Jan 1, 2025 |
| Annual Retainer (Non-Executive Chairman) | $275,000 | Jan 1, 2025 |
| Elizabeth I. Holland – 2024 Actual Trustee Pay | Paid in Cash | Paid in Shares | Committee Chair Fees | Total |
|---|---|---|---|---|
| 2024 Service (shares issued Jan 2, 2025 at $111.95 close) | $80,000 | $120,000 | $15,000 | $215,000 |
- Equity grants to trustees are fully vested at grant; share issuance for 2024 occurred January 2, 2025, using the $111.95 NYSE closing price on December 31, 2024 to determine share counts .
- Director ownership guideline: Maintain FRT shares valued at least 5× annual cash retainer within 5 years of joining; all trustees except the most recent (McEachin) were in compliance as of 12/31/2024 .
Performance Compensation
Compensation Committee program oversight (chaired by Holland) with explicit performance metrics for NEOs:
| Annual Bonus Metric (2024) | Threshold | Target | Stretch | Actual | Payout as % of Target |
|---|---|---|---|---|---|
| FFO per diluted share | $6.61 | $6.71 | $6.81 | $6.77 | 112.5% |
| Long-Term Incentive Metrics (2022–2024 performance period) | Weighting | Threshold | Target | Stretch | Payout Factor (Unweighted) | Weighted Contribution |
|---|---|---|---|---|---|---|
| Relative Total Shareholder Return vs BBRESHOP | 34% | 5% < Index | Index | 5% > Index | 58.7% | 19.96% |
| FFO Multiple Premium vs Shopping Center peers | 33% | 5% Premium | 15% Premium | 20% Premium | 145.5% | 48.02% |
| Return on Invested Capital | 33% | 6.75% | 7.00% | 7.25% | 150.0% | 49.50% |
| Final 3-year LTI Payout | — | — | — | — | — | 117.47% |
- Compensation Committee responsibilities include CEO evaluation, NEO compensation approval, long-term plan administration, and HR policy oversight .
- Consultants: No external compensation consultant was used for 2024; NAREIT survey and comparable REIT data were used, including a targeted increase to CFO long-term equity (to $1.5 million) reflecting market levels .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Notes/Interlocks |
|---|---|---|---|
| VICI Properties, Inc. | Public company | Director | Current public board service; no related-party transactions with FRT disclosed |
| ICSC | Industry association | Chairman (2016–2017); Trustee (since 2004) | Retail industry leadership/insights |
| The Village Bank & Trust | Private company | Board Member | Multifamily owner/manager/developer; no FRT related-party transactions disclosed |
| Primo Center for Women & Children | Non-profit | Board Member | Community impact; no FRT related-party transactions disclosed |
- Related-party transactions: FRT reported no related-party transactions with any trustees requiring disclosure; leases with entities involving trustees are permitted if arms-length and market terms; Audit Committee approval required for transactions requiring disclosure .
Expertise & Qualifications
- Board skills matrix indicates Holland’s strengths in strategic planning/leadership, CEO/executive management, public company board service, financial literacy, real estate investing/finance, retail industry, risk management, human capital management, corporate governance, and sustainability .
- Legal and restructuring expertise (Skadden; U.S. Department roles noted for Lamb-Hale; Holland’s Congressional Bankruptcy Commission role specifically for Elizabeth) underpin governance and compensation oversight .
- Retail real estate leadership via Abbell and ICSC provides tenant/industry insight aligned with FRT’s shopping center portfolio .
Equity Ownership
| Holder | Common Shares | Unvested Restricted Shares | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Elizabeth I. Holland | 8,388 | 0 | 8,388 | <1% |
- Ownership guideline: Trustees must hold FRT shares equal to at least 5× annual cash retainer; compliance verified annually—trustees (other than the newest) were in compliance as of 12/31/2024, indicating alignment; Holland not identified as non-compliant .
- Hedging/pledging: Prohibited for trustees and officers, reinforcing alignment and reducing risk of misaligned incentives .
Compensation Committee Analysis
| Topic | 2024/2025 Details |
|---|---|
| Committee Composition & Chair | Holland (Chair), Lamb-Hale, McEachin, Steinel; all independent |
| Interlocks/Insider Participation | None; no member is or has been a Company officer |
| Consultant Use | None in 2024; prior use of Semler Brossy in 2022, with independence confirmed |
| Say-on-Pay Outcomes | 2024 approval ≈92% support; 2025 votes For 67,971,680; Against 5,721,669; Abstain 113,059 |
| Executive Pay Philosophy | Heavy performance-based mix; annual bonus based on FFO/share; LTI on TSR, FFO multiple premium, ROIC |
| Risk & Policies | Clawback policy; prohibition on hedging/pledging; robust share ownership guidelines; annual risk assessments |
Governance Assessment
- Strengths
- Independent committee leadership with 100% attendance; robust governance framework (majority voting; proxy access; independent chair; executive sessions) supports board effectiveness .
- No related-party transactions with trustees disclosed; Audit Committee oversight of any potential related-party matters; independence affirmed for all trustees other than CEO .
- Clear, multi-metric, performance-based executive compensation design; transparent outcomes; strong say-on-pay support in 2024 and 2025 .
- Alignment: Director equity retainer and stringent ownership guidelines (5× cash retainer) with anti-hedging/pledging policies .
- Potential risk considerations
- External CEO roles can present time-commitment challenges; board policy limits external public company boards (2 for public company CEOs; 4 for other trustees) and was considered ahead of 2025 nominations, mitigating risk .
- Absence of an external compensation consultant in 2024 places greater responsibility on committee judgment; offset by market benchmarking (NAREIT survey, comparable REIT data) .
RED FLAGS: None disclosed relating to related-party transactions, hedging/pledging, attendance shortfalls, or option repricing; committee interlocks explicitly absent .
Notes
- Trustee compensation data are presented as disclosed; trustees receive fully vested equity at grant to reinforce alignment, without performance-contingent director awards .
- Voting outcomes sourced from 8-K Item 5.07 submissions for the 2025 and 2024 annual meetings .