Julian Whitehurst
About Julian E. Whitehurst
Julian E. Whitehurst, age 67, is the independent Chairperson of the Board at InvenTrust Properties Corp. (IVT), serving as director since 2016 and Chair since 2024. He previously served as Director and Chief Executive Officer of National Retail Properties, Inc. (NNN) from 2017–2022, with prior roles at NNN including General Counsel, COO, and President; earlier in his career he was a partner at Lowndes Law Firm. IVT’s Board has affirmatively determined that Whitehurst is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Retail Properties, Inc. | CEO and Director; previously General Counsel, COO, President | CEO/Director 2017–Apr 2022; joined NNN 2003 | Led public REIT; broad real estate, legal, finance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nareit | Industry association leadership/service | Not disclosed | Industry engagement (REIT focus) |
| ICSC | Industry association leadership/service | Not disclosed | Retail real estate focus |
| Various charitable and education-related non-profits | Leadership/service roles | Not disclosed | Community and governance involvement |
Board Governance
- Chairperson of the Board; presides over Board and stockholder meetings, sets agendas, organizes Board work, and presides over private sessions of non-employee directors. Roles of Chair and CEO are separated; Board views current structure as appropriate.
- Committees: Member, Compensation Committee (not Chair). Not listed on Audit or Nominating & Corporate Governance Committees.
- Independence: Determined independent by the Board (NYSE standards; no material relationship).
- Attendance: Board met five times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the May 7, 2024 annual meeting.
- Governance policies: Hedging/pledging prohibited absent advance approval; mandatory clawback policy compliant with SEC/NYSE; Equity Retention Policy (ERP) requiring non-employee directors to maintain equity equal to 5x annual cash retainer.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 65,000 | Standard non-employee director retainer |
| Additional cash – Independent Chairperson | 50,000 | Added to base for Chair role |
| Additional cash – Compensation Committee chair | 20,000 | Not applicable (Whitehurst is member) |
| Additional cash – Compensation Committee member | 10,000 | Applicable to Whitehurst as member |
| Meeting fees | None | No per-meeting fees |
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 115,000 | 120,000 | 235,000 |
Performance Compensation
| Grant Type | Grant Timing | Units/RSUs | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Director RSUs | Granted at IVT’s annual meeting | 4,829 unvested RSUs held by each non-employee director as of 12/31/2024 | 120,000 per annual grant | Vest in full on the earlier of next annual meeting or first anniversary, subject to continued service |
Notes: Director equity is time-based RSUs with tandem dividend equivalents; no performance-based metrics apply to director equity grants.
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Conflicts |
|---|---|---|---|
| National Retail Properties, Inc. | Director and CEO | 2017–Apr 2022 | No IVT-disclosed related-party conflicts; Compensation Committee reports no Item 404 relationships for members in 2024 |
Expertise & Qualifications
- Skills matrix highlights: Current/former C-suite; REITs/Real Estate; Retail; Finance & Accounting; Legal; Public company experience. These skills underpin oversight of strategy, risk, and performance at a retail REIT.
Equity Ownership
| As of | Beneficial Shares | % of Shares Outstanding | Unvested RSUs | Pledged Shares |
|---|---|---|---|---|
| March 3, 2025 | 30,180 | <1% | 4,829 (included in beneficial amount, to vest at 2025 annual meeting) | None pledged |
- Shares outstanding: 77,460,276; IVT notes no director/officer shares pledged as security.
- Stock ownership guidelines (ERP): Non-employee directors must hold equity equal to 5x annual cash retainer; compliance measured annually; unvested RSUs that are not performance-based count toward requirement.
Governance Assessment
- Board effectiveness and independence: Independent Chair structure with separated CEO role enhances oversight; Whitehurst presides over executive sessions, supporting robust independent director dialogue.
- Committee engagement: Active member of Compensation Committee overseeing executive pay, ownership policy, and clawback compliance; no compensation interlocks or related-party involvement disclosed for committee members.
- Attendance and engagement: Met minimum attendance thresholds with full annual meeting participation; supports investor confidence in director engagement.
- Pay alignment for directors: Balanced mix of cash ($115k) and equity ($120k) with annual, time-based RSUs; ERP at 5x retainer strengthens long-term alignment.
- Conflicts and related-party exposure: Hedging/pledging restrictions; no pledged shares; related-party transaction screening under Audit Committee policy; no Item 404 relationships disclosed for Compensation Committee members.
- Shareholder feedback signal: Say-on-pay support 95.9% at 2024 annual meeting indicates broad investor approval of compensation framework (while focused on NEOs, it reflects governance quality).
RED FLAGS: None disclosed regarding related-party transactions, share pledging, option repricing, or attendance shortfalls. Policies prohibit hedging/pledging without approval and include a mandatory clawback, mitigating alignment risks.