Gail Steinel
About Gail P. Steinel
Gail P. Steinel, age 68, has served on Federal Realty’s board since 2006. She is a CPA and owner of Executive Advisors (since 2007), with prior senior leadership roles at BearingPoint (EVP, Global Commercial Services, 2002–2007) and Arthur Andersen (Global Managing Partner, Business Consulting, 1984–2002; Auditor, 1977–1984). She holds a BA in Accounting from Rutgers and is designated by the Board as an audit committee financial expert. Committees: Audit Committee Chair; Compensation Committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BearingPoint | EVP, Global Commercial Services | 2002–2007 | Executive leadership and commercial operations |
| Arthur Andersen – Business Consulting | Global Managing Partner | 1984–2002 | Led global consulting practice; risk and systems expertise |
| Arthur Andersen – Audit | Auditor | 1977–1984 | Audit foundation; CPA credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Invesque, Inc. (TSX) | Lead Independent Director | Since 2024 | Healthcare properties across US/Canada |
| MTS Systems Corporation | Director (Prior) | 2009–2020 | Prior public board service |
| DAI | Director | Not disclosed | International development company |
| Center for Hope & Safety | Director | Not disclosed | Nonprofit supporting women and children |
Board Governance
- Independence: Board determined all trustees other than CEO are independent; Steinel is independent. No related-party transactions requiring disclosure with trustees in 2024 .
- Committees and chair roles: Audit Committee Chair and Compensation Committee member; Audit has 4 meetings (2024); Compensation has 2 meetings (2024) .
- Attendance and engagement: Board met 6 times in 2024; each trustee attended all Board and committee meetings they serve; all trustees attended the 2024 annual meeting; quarterly executive sessions held with independent trustees .
- Governance practices: Prohibition on trustee/management hedging and pledging; majority voting in uncontested elections; proxy access; limits on service on excessive number of other boards (modified in 2024) .
| Committee | Role | Meetings (2024) | Attendance |
|---|---|---|---|
| Audit Committee | Chair; Audit Committee Financial Expert | 4 | 100% attendance (Board-wide; per committee service) |
| Compensation & Human Capital Mgmt Committee | Member | 2 | 100% attendance (Board-wide; per committee service) |
Fixed Compensation
| Element | Amount | Payment Form | Notes |
|---|---|---|---|
| Annual Retainer (2024 actual) | $200,000 | 40% cash; 60% equity | Standard arrangement as of 12/31/2024 |
| Chair Fee – Audit | $25,000 | Cash | Committee chair fee |
| Chair Fee – Compensation/Nominating | $15,000 | Cash | Reference amounts for other chairs |
| Non-Exec Chairman Retainer (2024) | $225,000 | 60% cash; 40% equity | For Chairman (not Steinel) |
| Policy update effective 1/1/2025 | Trustee annual retainer increased to $225,000 | Same mix (trustees); Chairman increased to $275,000 | Shares fully vested at grant date |
| Trustee (2024 service) | Annual Retainer Paid in Cash | Annual Retainer Paid in Shares | Committee Chair Fees | Total |
|---|---|---|---|---|
| Gail P. Steinel | $80,000 | $120,000 | $25,000 | $225,000 |
- Share issuance mechanics: Shares issued Jan 2, 2025; number determined by dividing equity retainer by $111.95 (12/31/2024 NYSE close) .
Performance Compensation
- Directors do not receive performance-based pay; trustee compensation is retainer-based (cash and equity) with chair fees; shares issued to trustees are fully vested on grant date; no option grants or performance metrics disclosed for directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member (including Steinel) has served as an employee/officer of FRT .
- Outside board service limits: Governance guidelines revised in 2024 to cap trustees’ public company board service (CEOs: max two including FRT; others: max four including FRT) .
Expertise & Qualifications
- CPA, audit committee financial expert; >35 years leadership and financial systems experience; risk management and systems operations expertise .
- Skills matrix indicates public company board service, financial literacy, risk management, human capital management, corporate governance among Steinel’s attributes .
Equity Ownership
| Holder | Common | Unvested Restricted Shares | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Gail P. Steinel (as of 3/18/2025) | 16,678 | 0 | 16,678 | <1% (out of 85,780,069 shares) |
- Ownership guidelines: Trustees must maintain shares valued at ≥5x annual cash retainer within 5 years; as of 12/31/2024 all trustees were in compliance except Mr. McEachin (joined 2022) .
- Hedging/pledging: Prohibited for trustees and management; no pledging disclosed for Steinel .
Insider Trades
| Date (Filing) | Transaction Date | Type | Shares | Price | Beneficial Ownership After |
|---|---|---|---|---|---|
| Jan 3, 2025 | Jan 2, 2025 | Stock award grant | 1,072 | $0.00 | 16,678 |
Governance Assessment
- Strengths: Long-tenured independent trustee (since 2006) with CPA credentials and audit financial expert designation; chairs Audit during a year of 100% Board/committee attendance and documented oversight of external auditor, internal audit, and cybersecurity risks .
- Alignment: Compensation mix emphasizes equity (60% of retainer in shares), fully vested upon grant; ownership guidelines (≥5x cash retainer) and anti-hedging/pledging policies support shareholder alignment; Steinel’s beneficial ownership reported and compliance expected under policy .
- Independence and conflicts: Board annually reviews independence; no related-party transactions requiring disclosure with trustees; compensation committee reports no interlocks, and members are non-employee/non-officers .
- Workload & interlocks: Concurrent external roles include Invesque Lead Independent Director (TSX) and nonprofit boards; within governance limits on outside boards; no disclosed interlocks with FRT competitors/suppliers that raise concerns .
- RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, no attendance or pay anomalies identified in 2024 .