Karen Buchholz
About Karen D. Buchholz
Independent director since January 2020; age 58 as of April 1, 2025. Executive Vice President, Administration at Comcast Corporation with more than 20 years at the company, overseeing corporate real estate, facilities, aviation, corporate services, travel and security, and previously DEI and corporate communications; led development of Comcast Technology Center ($1.5B) and Comcast Center ($750M). Education: B.A. Dickinson College; M.S. University of Pennsylvania; studied at Dickinson Center for European Studies (Bologna). The Board determined she is independent under applicable standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast Corporation | EVP, Administration; previously led DEI and corporate communications | “More than 20-year tenure” | Executive in charge of Comcast Technology Center ($1.5B) and Comcast Center ($750M) developments; led integration communications for AT&T Broadband acquisition |
| Philadelphia 2000 (Host Committee) | President (appointed by Mayor Ed Rendell) | 1997 onward (role prior to Comcast) | Led 2000 Republican National Convention host activities |
| Comcast Spectacor | Sales Executive | 1993–1997 | Helped develop Wells Fargo Center (20,000-seat arena) |
| ClubCorp | Led development of the Pyramid Club | 1991 | Development leadership for premier club venue |
| Pennsylvania State Government | Special Assistant to State Treasurer Barbara Hafer | 1990 gubernatorial bid | Political/government operations experience |
| U.S. Senate (Sen. John Heinz) | Special Assistant | 1988–1990 | Federal legislative support experience |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| WSFS Financial Corporation; Wilmington Savings Fund Society, FSB | Director (both entities) | Current board service noted |
| Philadelphia Convention & Visitors Bureau | Chair, Board of Directors | Current; public/civic leadership |
| Philadelphia Orchestra and Ensemble Arts | Board member | Current |
| Drexel University | Board member | Current |
| The WICT Network | Board member | Current |
Board Governance
- Board structure: 10 directors; 7 independent; Chairman/CEO is an interested director (Michael C. Forman). Lead Independent Director: John A. Fry (appointed March 11, 2025).
- Committees: Only one standing committee—Audit Committee (Connors, Chair; Brown; Fry). No standing compensation or nominating committees; the Board as a whole handles director compensation and director nominations.
- Independence: The Board affirmatively determined Ms. Buchholz is independent under company charter, bylaws, SEC rules, and NASAA REIT policy.
- Attendance: Board met 5 times in 2024 (4 regular); each director attended at least 75% of Board meetings. Audit Committee met 8 times (not a member; attendance details provided for Audit members only).
Fixed Compensation
| Metric (USD, $000s) | FY 2023 | FY 2024 |
|---|---|---|
| Cash retainer/fees | $60 | $60 |
| Equity (restricted shares, grant-date fair value) | $90 | $90 |
| Total | $150 | $150 |
- Program terms: Independent directors receive $150,000 annual retainer; Audit Chair and Lead Independent Director each receive an additional $20,000 (not applicable to Ms. Buchholz). Directors may elect 40–50% in cash with the remainder in restricted Class I shares; awards vest after one year or upon death, disability, or change of control. Quarterly restricted share grants in 2024 had per-share fair values of $24.17 (Feb), $24.20 (May), $24.19 (Aug), $24.17 (Dec); total 23,002 restricted shares granted to all independent directors in 2024.
Performance Compensation
- No performance-vested equity or director bonus plan disclosed; equity grants to independent directors are time-based restricted shares with one-year vesting and standard acceleration on death, disability, or change of control.
Other Directorships & Interlocks
| Company/Entity | Nature of Interlock | Notes |
|---|---|---|
| WSFS Financial Corporation | External directorship | Financial services board seat |
| Wilmington Savings Fund Society, FSB | External directorship | Bank board seat |
| Multiple civic/non-profit boards (PCVB chair; Philadelphia Orchestra and Ensemble Arts; Drexel University; The WICT Network) | External boards | Community and industry leadership roles |
No director-specific related-party transactions involving Ms. Buchholz are identified; the proxy’s “Certain Relationships and Related Party Transactions” section focuses on adviser/sponsor relationships, approvals, and fee structures subject to independent director oversight.
Expertise & Qualifications
- Real estate development/operations: Executive oversight of Comcast’s large-scale HQ and mixed-use developments (CTC and Comcast Center).
- Corporate administration and services (real estate, facilities, aviation, security, travel), DEI leadership, and enterprise communications during major M&A.
- Education: B.A. (Dickinson College); M.S. (University of Pennsylvania); Dickinson Center for European Studies (Bologna).
- Recognition: Inducted into Broadcasting+Cable Hall of Fame (2024), multiple civic awards (2018, 2016, 2014, 2012, 2009, 2008).
Equity Ownership
| As of | Beneficially Owned Shares | % of Shares Outstanding | Pledged? |
|---|---|---|---|
| April 1, 2025 | 12,864 | ~0.0107% (12,864 / 120,484,178) | None disclosed; the company notes no pledges by listed insiders to its knowledge |
Governance Assessment
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Strengths:
- Independent status with relevant real estate development and corporate administration expertise; adds operating and development discipline valuable to a real estate credit platform.
- Consistent engagement: met the ≥75% attendance threshold; Board met 5x in 2024.
- Director pay mix is equity-heavy (approx. 60% equity / 40% cash), aligning with shareholder outcomes through time-vested stock.
- Clear oversight role for independent directors over adviser/sponsor relationships, fees, and related-party controls, including annual reasonableness reviews and transaction fairness determinations.
-
Watch items / potential red flags:
- Hedging policy: no explicit prohibition; the Board has not adopted specific hedging/derivatives policies for directors/officers, which may reduce alignment versus best practice.
- Committee structure: Only an Audit Committee exists; no standing nominating or compensation committees—responsibilities handled by the full Board—which can concentrate decision-making and dilute committee specialization.
- External commitments: Senior executive role at Comcast plus multiple external boards could pose time-management considerations; independence review found no material relationships in prior two years.
-
Net view:
- Ms. Buchholz appears to be an independent, engaged director with deep real estate development and corporate administration experience. Equity-weighted director compensation, ownership, and independent oversight of adviser/sponsor arrangements support investor confidence; absence of a hedging prohibition and limited committee architecture merit monitoring.