Catherine L. Lynch

About Catherine L. Lynch

Catherine L. Lynch (age 66) is Director and Chair of the Board of Inland Real Estate Income Trust, Inc. (INRE) since May 2025; she previously served as INRE’s Chief Financial Officer (Apr 2014–May 2025) and Treasurer (Apr 2018–May 2025) . She has deep Inland Group affiliations, including long-tenured CFO/treasurer and director roles at Inland Real Estate Investment Corp. (IREIC) and other affiliates; she holds a B.S. in Accounting from Illinois State University, is a member of the Illinois CPA Society, and is registered with FINRA as a financial operations principal . The Board states that the depth and variety of her Inland-related experience make her well-qualified to serve . Lynch is not classified as an independent director; INRE’s independent directors are Daniels, Davis, Michael, and Henry .

Past Roles

External Roles

Board Governance

• Roles and independence
  • Chair of the Board (since May 2025); CEO role is separate and held by Mark E. Zalatoris; Lee A. Daniels serves as Lead Independent Director .
  • Committees are comprised solely of independent directors, excluding Lynch (non-independent): Audit (Chair: Gwen Henry), Compensation (Chair: Bernard J. Michael), Nominating & Corporate Governance (Chair: Stephen L. Davis) .
• Lead Independent Director responsibilities include coordinating independent directors, agenda-setting with the Chair, presiding at executive sessions, and acting as liaison to the Chair/management .
• 2024 meeting cadence and attendance (pre-dating Lynch’s directorship): Board met 11x; Audit 4x; Nominating & Corporate Governance 9x; Compensation 1x. Except for Messrs. Goodwin (deceased), Sabshon (resigned), and Davis (~96%), each director attended 100% of Board/committee meetings in 2024 .

Fixed Compensation

• Policy: INRE pays director compensation only to independent directors; non-independent directors (including the Chair) are not compensated as directors .

Performance Compensation

• Independent directors received annual restricted stock; non-independent directors are not compensated as directors and do not receive these awards .

Other Directorships & Interlocks

No other public company directorships for Lynch are disclosed in the INRE proxy materials; her biography lists Inland-affiliated roles and prior KPMG experience .

Expertise & Qualifications

• 35+ years across accounting and real estate finance; former KPMG audit professional (1980–1989) .
• Senior finance leadership across multiple Inland-sponsored vehicles (CFO/Treasurer roles), extensive REIT and capital markets exposure .
• CPA (Illinois CPA Society member) and FINRA financial operations principal; B.S., Accounting, Illinois State University .
• The Board cites the depth and variety of Inland-related experience as core qualification .

Equity Ownership

Note: In the prior year’s proxy, Lynch’s holdings were reported as jointly held with her husband (shared voting/dispositive power) .

Governance Assessment

• Strengths and structure
  • Separation of Chair and CEO roles, with a defined Lead Independent Director who coordinates executive sessions and agendas; independent-only committees with experienced chairs (e.g., Audit Chair designated “financial expert”) support oversight .
  • Strong board engagement in 2024 (high attendance) and regular committee activity cadence signal active oversight .
• Alignment and compensation
  • As a non-independent director, Lynch receives no director pay or equity from INRE, limiting direct director-level pay alignment mechanics; independent directors receive cash retainers and time-vested restricted stock .
  • Lynch’s personal ownership is modest (970 shares, <1%), offering limited “skin in the game” compared to typical public REIT director ownership norms; no director stock ownership guideline is disclosed in the proxy .
• Conflicts and related-party exposure (RED FLAG considerations)
  • Lynch is a long-tenured Inland insider and now non-independent Chair while INRE is externally managed by an IREIC affiliate under the Business Management Agreement (BMA); this heightens the importance of robust independent director oversight and conflict management .
  • Material related-party fees: Business Manager fee ~0.55% of average invested assets (paid ~$9.0M in 2024; $4.5M in 1H25); Real Estate Manager fees/operating and other related-party property-level fees ~$8.6M in 2024; ~$4.5M in 1H25; additional reimbursements to affiliates ~$1.6M in 2024; ~$0.8M in 1H25 .
  • Policy mitigants: Affiliated transactions require approval by a majority of independent directors; first amended and restated related party transactions policy prohibits certain affiliate deals unless deemed fair and reasonable by independent directors .
• Policies and controls
  • Anti-hedging/monetization restrictions apply across IREIC affiliates (including INRE securities) without prior written consent; the Company notes no separate hedging policy due to lack of a public trading market .

Notes on Committee Assignments and Independence

• Lynch serves as Chair of the Board (since May 2025) and is not an independent director; INRE’s committees are comprised solely of independent directors, and Lynch is not listed as a member or chair of any committee .

Director Compensation Context (Independent Directors for 2024)

INRE does not compensate non-independent directors (including the Chair) .