Lee A. Daniels
About Lee A. Daniels
Lee A. Daniels (age 82) is the Lead Independent Director of Inland Real Estate Income Trust, Inc. (INRE), serving as an independent director since February 2012 and Lead Independent Director since September 2017; he currently sits on the Audit, Compensation, and Nominating & Corporate Governance Committees . He is an attorney with over 50 years of legal practice, a former Special Assistant Attorney General of Illinois, and a long-serving member of the Illinois House of Representatives, including as Speaker (1995–1997) and Republican Leader (1983–1995; 1998–2003) . Daniels founded Lee Daniels & Associates, LLC, a government and community relations consulting firm, in February 2007; he holds a B.A. (University of Iowa) and a J.D. (University of Illinois at Chicago Law School, formerly The John Marshall Law School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois House of Representatives | Member; Republican Leader; Speaker | 1975–2007; Leader 1983–1995 & 1998–2003; Speaker 1995–1997 | Legislative leadership and governance of state policy |
| State of Illinois | Special Assistant Attorney General | 1971–1974 | State legal counsel role |
| Lee Daniels & Associates, LLC | Founder (consulting: government/community relations) | Founded Feb 2007 | Government affairs advisory |
| Bell Boyd & Lloyd; Katten, Muchin & Zavis; Daniels & Faris | Equity Partner (law) | 1967–2006 (various) | Real estate and legal practice leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kite Realty Group (public REIT) | Director | 2014–2021 | Board service post-merger with Inland Diversified |
| Inland Diversified Real Estate Trust, Inc. | Director | 2008–2014 | Served until 2014 merger with Kite Realty Group |
| Haymarket Center (nonprofit) | Director; Chair of Board | 2010–2024; Chair 2014–2024 | Governance of behavioral health organization |
| Elmhurst Memorial Healthcare | Director; Board of Governors; Foundation Board | 1981–2013; 1990–2013; 1980–1984 & 2013 | Health system governance |
| Suburban Bank & Trust of Elmhurst; Elmhurst Federal S&L | Director | 1994–1996; 1991–1994 | Financial institution oversight |
Board Governance
- Independence and roles: The Board determined Daniels is independent under NYSE and SEC standards; he has served as Lead Independent Director since 2017 and is a member of the Audit, Compensation, and Nominating & Corporate Governance Committees .
- Lead Independent Director responsibilities: Presides when Chair absent; collaborates on agendas; advises on information quality/timeliness; calls executive sessions of independent directors; liaises between independents and the Chair .
- Attendance and engagement: In 2024, the Board met 11 times; Audit met 4; Nominating & Corporate Governance met 9; Compensation met 1; with the exception of two departing executives and one director, all directors—including Daniels—attended 100% of Board and committee meetings during their service in 2024 (Davis ~96%) .
- Committee leadership landscape: Audit is chaired by Gwen Henry (audit committee financial expert); Nominating & Corporate Governance is chaired by Stephen L. Davis; Compensation is chaired by Bernard J. Michael; Daniels serves as a member on all three .
Fixed Compensation
| Component (Independent Director) | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash – Daniels | $115,000 | Includes annual retainer, Lead Independent Director fee, and prior meeting/committee fees up to May 7, 2024 |
| All Other Compensation (distributions on unvested RS) – Daniels | $4,000 | Distributions on restricted shares held through year-end 2024 |
| Total Cash + Other – Daniels | $119,000 | Sum of above |
Compensation program changes (effective 2024):
- Annual retainer increased to $90,000 effective June 1, 2024 (from $50,000); per-meeting fees were eliminated May 7, 2024 .
- Role-based cash fees as of June 1, 2024: Lead Independent Director $20,000 (from $5,000), Audit Chair $20,000 (from $13,200), Compensation Chair $15,000, Nominating & Corporate Governance Chair $15,000 .
- Directors may elect to receive fees in unrestricted shares or defer compensation under the director deferred compensation plan .
Performance Compensation
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value | Vesting | Other Terms |
|---|---|---|---|---|---|
| Nov 6, 2024 | Restricted Shares (Independent Directors) | 2,086 | $40,000 | 33-1/3% per year over 3 years, subject to continued service; accelerates upon liquidity event, death or disability | Fair value based on per-share NAV as of Dec 31, 2023 (not updated since; snapshot subject to change) |
- Dividend/distribution equivalents are paid on unvested restricted shares and reflected in “All Other Compensation” for 2024 .
- The plan permits future performance-vesting awards, but 2024 director grants are time-based; no performance metrics disclosed for director equity .
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| Kite Realty Group | Public REIT | Director | 2014–2021 | Board service followed Inland Diversified’s merger into Kite in 2014 |
| Inland Diversified Real Estate Trust | Non-traded REIT | Director | 2008–2014 | Sponsored by affiliates of INRE’s Business Manager; merged with Kite Realty Group in 2014 |
Expertise & Qualifications
- Legal and public policy expertise: Over 50 years of legal practice, Special Assistant Attorney General, and senior legislative leadership including Speaker of the Illinois House of Representatives .
- Real estate governance experience: Board service at Kite Realty Group and Inland Diversified Real Estate Trust; experience across REIT governance and transactions .
- Community and nonprofit leadership: Multi-decade governance roles including chairing Haymarket Center’s board (2014–2024) .
- Education and recognition: B.A. (University of Iowa), J.D. (University of Illinois at Chicago Law School); Distinguished Alumni honors and Honorary Doctor of Laws from Elmhurst College .
Equity Ownership
| As of Sept 23, 2025 | Total Beneficial Ownership | Unvested Restricted Shares (included) | Ownership % of Class | Voting/Investment Power |
|---|---|---|---|---|
| Lee A. Daniels | 11,978 shares | 3,288 shares | <1% | Sole voting and investment power |
- Anti-hedging: Affiliates’ insider trading policy prohibits hedging/monetization transactions without prior written consent; Company itself has no separate hedging policy due to no public market; no disclosure on pledging for directors .
Governance Assessment
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Strengths
- Demonstrated independence and leadership: Lead Independent Director since 2017 with explicit authority to set agendas, call executive sessions, and serve as liaison—enhancing independent oversight .
- High engagement: 100% attendance in 2024 across Board and committee duties during his period of service, with an active committee slate (Audit, Compensation, Nominating & Corporate Governance) .
- Relevant REIT governance experience: Prior public REIT board service (Kite) and prior Inland Diversified board tenure provide sector-specific oversight depth .
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Watch items / potential red flags
- External manager conflicts: INRE is externally managed; significant fees are paid to the Business Manager and Real Estate Manager (e.g., ~$9.0M business management fee in 2024; real estate management and related fees/expenses ~$8.6M in 2024) requiring vigilant independent director oversight and fairness determinations .
- Affiliation history: Daniels’ prior service on Inland Diversified (sponsored by affiliates of INRE’s Business Manager) may be perceived as an affiliation tie; however, the Board has affirmatively determined he is independent under NYSE/SEC standards .
- Equity valuation basis: Director equity grants use per-share NAV last estimated as of Dec 31, 2023 and “not updated since,” which may reduce precision of alignment to current intrinsic value; vesting is time-based rather than performance-based .
- Compensation structure shift: In 2024, guaranteed cash (annual retainer) increased from $50,000 to $90,000 and per-meeting fees were eliminated; role-based fees increased (Lead Independent Director fee to $20,000), potentially reducing direct pay-for-attendance but simplifying and standardizing compensation .
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Mitigants and process controls
- Independent-majority board; independent committees with defined charters; Audit Chair designated as financial expert .
- Related-party transaction policy requires approval by a majority of independent directors and restricts certain affiliate transactions unless deemed fair and reasonable; independent directors must approve material related-party deals .
Overall, Daniels’ long governance track record, 100% attendance, and leadership as Lead Independent Director support board effectiveness at an externally managed REIT, though the external management structure and time-based director equity vesting warrant ongoing scrutiny by investors for alignment and conflicts oversight .