Paula Saban
About Paula J. Saban
Paula J. Saban is an independent director of InvenTrust Properties Corp. (IVT) with over 25 years in financial services and banking; she has served on IVT’s board since 2004 and is 71 years old . She holds a bachelor’s degree from MacMurray College and an MBA from DePaul University, and is currently active in private director networks and civic organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Bank (later merged into Bank of America) | Consultative sales roles in treasury management and lending; managed client service programs | 1978–1990 | Developed client satisfaction programs; relationship management |
| Bank of America Private Bank & Banc of America Investment Services, Inc. | Designed/implemented financial solutions for senior executives and entrepreneurs; Senior Vice President/Private Client Manager (retired) | 1990–2006 | Led client management and overall satisfaction |
| Newport Distribution, Inc. (construction products) | Secretary/Treasurer; Principal shareholder; Co-founder | 1994–2021 (sold to strategic buyer in 2021) | Co-founded and operated the business to exit via strategic sale |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interim Execs | Project-based Development Director | Current | Placement firm for interim CXOs |
| Private Directors Association of Chicago; Madame Chair | Member | Current | Governance network participation |
| Goodman Theatre; Urban Gateways | Trustee (former) | Various | Non-profit governance |
| Illinois PTA District 37; School District 54 | Legislative chair; Liaison to No Child Left Behind Task Force | Various | Education advocacy |
| Hands On Suburban Chicago | Board member (former) | Various | Volunteer engagement |
| Habitat for Humanity of Northern Fox Valley | Co-Chair, Women Build | Current | Community development |
| Naples Cancer Advisors | Volunteer | Current | Community health support |
Board Governance
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance; not a chair . Effective Feb 19, 2025, she remains on Audit and Compensation committees alongside other members .
- Independence: The Board determined Ms. Saban is independent under NYSE standards; all members of Audit, Compensation, and Nominating & Corporate Governance committees are independent .
- Attendance: In 2024, the Board met 5 times; each director attended at least 75% of Board and applicable committee meetings; all directors at the time attended the May 7, 2024 annual meeting .
- Equity Retention Policy: Non-employee directors must hold equity equal to 5x the annual cash retainer by the later of 5 years from becoming a covered person or Dec 31, 2026; compliance measured annually .
- Hedging/Pledging policy: Prohibits short-term speculative transactions and pledging/margin unless pre-approved by General Counsel .
- Executive sessions: Non-employee directors meet periodically in private session without management, presided over by the chair .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Member | 4 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
| Year | Cash Fees (Total) | Equity (RSUs Grant-Date Value) | Total |
|---|---|---|---|
| 2024 | $95,000 | $120,000 | $215,000 |
- Standard director program: $65,000 annual cash retainer; additional cash retainers—Audit ($25,000 chair; $12,500 member), Compensation ($20,000 chair; $10,000 member), Nominating & Corporate Governance ($20,000 chair; $10,000 member); Independent Chairperson $50,000; annual RSU grant valued at $120,000, vests by next annual meeting or first anniversary .
Performance Compensation
- Directors do not receive performance-based cash bonuses; annual RSUs vest time-based by next annual meeting or first anniversary, with dividend equivalents .
| Equity Award Detail | Value/Count | Vesting |
|---|---|---|
| 2024 Annual Director RSU Grant | $120,000 grant-date value | Vests at next annual meeting or first anniversary; settled in shares; dividend equivalents paid on unvested units |
| Unvested RSUs at 12/31/2024 | 4,829 units (for each non-employee director) | Vest at May 6, 2025 annual meeting |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed in IVT’s proxy biography |
| Compensation Committee Interlocks (Item 404) | None; no member was an officer/employee; no relationships requiring disclosure |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Finance & Accounting expertise; deep private banking and client advisory background .
- Education: BA (MacMurray College); MBA (DePaul University) .
- Governance networks: Private Directors Association of Chicago; civic/non-profit governance experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Unvested RSUs Included | Pledged Shares |
|---|---|---|---|---|
| Paula J. Saban | 30,777 | <1% | 4,829 RSUs counted in amount; vest at annual meeting | None; no director/NEO shares pledged |
- Shared voting/dispositive power over 25,948 shares with spouse .
- Stock ownership guideline for directors: 5x annual cash retainer; compliance by later of 5 years or Dec 31, 2026; annual measurement on Jan 1 .
Governance Assessment
- Board effectiveness: Saban brings finance/accounting acumen and decades of client advisory and governance experience, serving on all three key committees (Audit, Compensation, Nominating & Corporate Governance) with consistent independence and attendance at least 75% in 2024 .
- Alignment: Annual director equity ($120,000 RSUs) plus ERP requiring 5x retainer ownership, and a prohibition on hedging/pledging, support skin-in-the-game and alignment with shareholders; her 30,777-share beneficial stake (including 4,829 unvested RSUs) reinforces alignment .
- Conflicts/related-party risk: No related-party transactions involving Saban were disclosed; compensation committee interlock disclosures note no relationships requiring Item 404 reporting; no pledging of shares .
- Investor sentiment: IVT’s 2024 say-on-pay received 95.9% support, signaling broad investor confidence in compensation practices and governance environment, though focused on NEO pay rather than director comp .
RED FLAGS
- Very long tenure (director since 2004) can raise perceived independence erosion risk; continued committee service across audit, compensation, and nominating amplifies potential workload/entrenchment concerns, though the Board affirms independence under NYSE standards .