Gwen Henry
About Gwen Henry
Gwen Henry (age 84) has served as an independent director of Inland Real Estate Income Trust, Inc. (INRE) since February 2012; she is Chair of the Audit Committee and a member of the Nominating & Corporate Governance and Compensation Committees, and has been nominated to continue as a Class I director through the 2028 annual meeting . A career CPA and public finance professional, Henry is the elected Treasurer of DuPage County (since December 2006) and previously spent decades in regional accounting and civic leadership; she holds a bachelor’s degree from the University of Kansas and is designated a certified public funds investment manager and certified public finance administrator .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dugan & Lopatka (regional accounting firm) | Partner, controllership and consulting services | Apr 1981–2019 | Specialized in financial consulting and tax/business planning for privately-held companies |
| City of Wheaton, Illinois | Mayor | Mar 1990–Dec 2002 | Executive municipal leadership |
| DuPage County Forest Preserve | Commissioner | Dec 2002–Nov 2006 | Oversight; chaired special budget committee (Dec 2002–Nov 2004) |
| DuPage County | Finance Committee Member | Nov 1996–Nov 2002 | Budget/finance oversight |
| Marianjoy Rehabilitation Hospital | Treasurer | Jun 2002–May 2008 | Financial stewardship |
| Central DuPage Health System | Chair of the Board | Oct 1995–Sep 1999 | Board leadership |
| Central DuPage Hospital Foundation | Director | Oct 2002–2016 | Philanthropic governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPage County, Illinois | Treasurer | Dec 2006–Present | Responsible for custody and distribution of county funds |
| Illinois Municipal Retirement Fund (IMRF) | Board Member | Dec 2009–Present | Chair, Investment Committee; Member, Audit and Legislative Committees; Fund totals $55B with >$1.5B in real estate investments |
Board Governance
- Independence: Board affirmed Henry is independent under NYSE and SEC standards, considering any direct/indirect associations with the sponsor and manager affiliates . She is also the board-designated “audit committee financial expert” .
- Committee roles: Audit Committee Chair; member of Nominating & Corporate Governance and Compensation Committees .
- Attendance: In 2024, the Board met 11 times, Audit 4, Nominating & Corporate Governance 9, and Compensation 1; Henry attended 100% of aggregate board and committee meetings for her service period in 2024, and all directors at the time attended the 2024 annual meeting .
- Leadership context: INRE separates Chair (Catherine Lynch) and CEO roles, and has a Lead Independent Director (Lee A. Daniels) coordinating executive sessions and independent director activities .
| Governance Metric (FY2024) | Value |
|---|---|
| Independence status | Independent |
| Audit Committee role | Chair; SEC “financial expert” |
| Committee memberships | Audit (Chair), Nominating & Corporate Governance, Compensation |
| Board meetings attended | 100% of assigned board/committee meetings |
| Board/Committee meeting counts | Board 11; Audit 4; Nominating & Corporate Governance 9; Compensation 1 |
Fixed Compensation
- Structure: Effective June 1, 2024, independent directors receive a $90,000 annual retainer; per‑meeting fees were eliminated May 7, 2024. Chair fees: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000; Lead Independent Director $20,000 .
- 2024 totals: Henry’s FY2024 compensation was $159,000: $115,000 cash fees, $40,000 stock awards, and $4,000 distributions on restricted shares .
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual director retainer (policy) | $90,000 (effective June 1, 2024) |
| Audit Committee Chair fee (policy) | $20,000 (effective June 1, 2024) |
| Per‑meeting fees | Eliminated May 7, 2024 |
| Gwen Henry – Fees Earned/Paid in Cash | $115,000 |
| Gwen Henry – All Other Compensation (distributions on restricted shares) | $4,000 |
| Gwen Henry – Total Compensation | $159,000 |
Performance Compensation
- Equity grants: Each independent director received 2,086 restricted shares on November 6, 2024, valued at $40,000 based on estimated per‑share NAV as of December 31, 2023; awards vest in three equal annual installments over three years, with accelerated vesting upon a liquidity event or death/disability. Holders may vote and receive distributions prior to vesting .
- Deferrals: Directors may elect deferral of cash and stock compensation into RSUs, with dividend equivalents accrued and paid only to the extent RSUs vest .
- Options/variable pay: No options or non‑equity incentive plan compensation for independent directors .
| Grant Detail | Value |
|---|---|
| Grant date | November 6, 2024 |
| Shares granted | 2,086 restricted shares |
| Grant fair value | $40,000 (estimated NAV basis) |
| Vesting schedule | 33⅓% per year over 3 years; accelerates on liquidity event or death/disability |
| Voting/dividend rights pre‑vesting | Yes; distributions accrue to holders |
Other Directorships & Interlocks
- Public company boards: None disclosed for Henry; prior/other public company boards noted in proxy belong to other directors, not Henry .
- Compensation committee interlocks: No interlocks or insider participation issues disclosed; company notes externally‑managed structure and that executive officers are compensated by affiliates, not INRE directly .
Expertise & Qualifications
- Over 35 years in public accounting and extensive governmental finance leadership; recognized as audit committee financial expert .
- Credentials: CPA; certified public funds investment manager; certified public finance administrator; BA from University of Kansas .
Equity Ownership
| Ownership Metric (as of Sept 23, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 10,303 |
| Percent of class | <1% |
| Unvested restricted shares included | 3,288 |
| Voting/dispositive power | Shared with spouse over all shares owned |
Governance Assessment
- Board effectiveness: Henry brings deep financial oversight and public funds investment experience and serves as Audit Chair and SEC‑designated financial expert—positive signals for audit rigor and risk oversight .
- Independence & attendance: Independence affirmations and perfect attendance in 2024 support engagement and governance quality; presence on all three key committees indicates strong involvement .
- Compensation alignment: Director pay mix skews to fixed cash plus time‑based equity; no options or performance metrics—typical for director compensation, with equity vesting providing longer‑term alignment; ability to defer pay into RSUs adds retention/deferral alignment .
- Potential conflicts and related‑party exposure: INRE’s externally‑managed model includes significant fees to affiliated Business Manager/Real Estate Manager; however, transactions with affiliates require majority approval by independent directors, and a related‑party policy restricts certain affiliated transactions. No director‑specific related‑party transaction for Henry is disclosed; independence was affirmed after reviewing associations with sponsor/manager affiliates. Investors should monitor perceived conflicts from her IMRF oversight of real estate allocations, though no overlap is disclosed by INRE .
- RED FLAGS: None disclosed specific to Henry (no low attendance, no hedging/pledging disclosure issues, no delinquent filings). The broader external management/fee structure is a governance risk to monitor, but it is structural to INRE rather than director‑specific .
Overall, Henry’s audit leadership, independence, and attendance support investor confidence; time‑based equity and deferral mechanisms provide moderate alignment. The external management framework remains the primary governance consideration for INRE, mitigated by independent director oversight requirements.