Scott Nelson
About Scott A. Nelson
Independent director of InvenTrust Properties Corp. (IVT) since 2016 and current Chair of the Nominating & Corporate Governance Committee. Age 69 with a deep operating background in retail real estate from senior roles at Target and Mervyn’s, and as Principal of SAN Prop Advisors since 2016. The Board has affirmatively determined he is independent under NYSE standards . He has served eight-plus years on IVT’s board; the Board met five times in 2024 and each director attended at least 75% of Board and committee meetings; all directors attended the May 7, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Target Corporation | Senior Vice President, Target Properties – Canada; SVP, Target Properties – U.S.; SVP, Target Real Estate; VP, Real Estate | 1995–2016 (VP 2000–2007; SVP 2007–2014; SVP Target Properties U.S. in 2014; SVP Target Properties Canada 2015–2016) | Led acquisition, development, and optimization of Target’s retail real estate portfolio . |
| Mervyn’s (West Coast department store) | Various roles incl. Director of Real Estate | ~10 years prior to 1995 | Retail site selection and real estate leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SAN Prop Advisors | Principal | Since early 2016 | Retail real estate advisory; clients include major retailers and shopping center developers . |
| International Council of Shopping Centers (ICSC) | Member; former Trustee and Executive Committee member | N/A | Industry leadership positions . |
| Heart of America (non-profit) | Board Member | Since 2009 | Focus on improving learning environments in public schools . |
| Florida Gulf Coast University | Guest speaker (real estate development/REIT) | N/A | Academic engagement . |
Board Governance
- Independence: Determined independent by the Board alongside other non-employee directors .
- Board leadership: Non-executive Chair (Julian Whitehurst); CEO and Chair roles separated; independent director executive sessions held periodically .
- Attendance and engagement: Board met 5x in 2024; all directors ≥75% attendance; all attended 2024 annual meeting .
- Hedging/pledging: Company prohibits hedging and pledging for directors absent pre-approval; margin use also restricted .
- Equity retention: Non-employee directors must hold Company equity equal to 5x annual cash retainer; compliance measured annually; five-year accumulation window (or by Dec 31, 2026), with post-drop sales limits until re-compliant .
Committee assignments (2024/2025):
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 4 |
| Audit | Not listed as member | 4 (committee meetings count for context) |
| Compensation | Not listed as member | 4 (committee meetings count for context) |
Nominating & Corporate Governance Committee scope includes director nominations, board/committee composition, leadership structure, governance guidelines, and oversight of sustainability/ESG activities and annual Board evaluations .
Fixed Compensation
Director pay structure and 2024 actuals:
| Component | Amount/Policy | Source |
|---|---|---|
| Annual cash retainer (non-employee director) | $65,000 | |
| Committee chair fees | Nominating & Corporate Governance Chair: $20,000 | |
| Meeting fees | None for Board/committee meetings | |
| 2024 cash fees – Scott A. Nelson | $82,500 | |
| Business expenses | Reimbursed per policy |
Notes: Cash fees reflect role-based retainers; individual totals can reflect partial-year timing or role changes; no per-meeting fees are paid .
Performance Compensation
Annual equity grants for directors (time-based):
| Element | Details | Source |
|---|---|---|
| Annual RSU grant value | $120,000 (grant at annual meeting) | |
| Vesting | Vests in full on the earlier of next annual meeting date or first anniversary of grant, subject to continued service | |
| Dividends | Dividend equivalents accrue on unvested RSUs | |
| 2024 stock award – Scott A. Nelson | $120,000 | |
| Unvested RSUs at 12/31/2024 (all non-employee directors) | 4,829 RSUs, scheduled to vest on the Annual Meeting date (May 6, 2025) |
Directors do not receive performance-conditioned equity; performance metrics (Core FFO, Same Property NOI, TSR) apply to executives, not to non-employee directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Scott A. Nelson in IVT’s proxy biography . |
| Private/non-profit boards | Heart of America Board Member; ICSC leadership roles . |
| Potential interlocks/conflicts | Principal of SAN Prop Advisors; clients include major retailers and shopping center developers. IVT has a Related Person Transaction Policy requiring Audit Committee review/approval for related-person transactions exceeding $120,000; no pledging by directors is disclosed in the ownership table . |
Expertise & Qualifications
- Retail real estate and REIT experience (Target, Mervyn’s; advisory firm principal); Board skills matrix shows “REITs or Real Estate” and “Retail” for Nelson .
- Public company governance experience (Board skills matrix indicates “Public Company Experience”) .
- Industry leadership (ICSC Trustee/Executive Committee); broad network across retail and shopping center ecosystems .
Equity Ownership
Beneficial ownership and alignment:
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Mar 3, 2025) | 28,178 shares (includes RSUs described below); “<1%” of shares outstanding |
| Included unvested RSUs | Amount includes 4,829 RSUs that vest on the Annual Meeting date and settle in shares within 60 days |
| Shares pledged | None of the shares beneficially owned by directors/officers are pledged |
| Shares outstanding (for % context) | 77,460,276 shares outstanding (Mar 3, 2025) |
| Ownership guidelines | Non-employee directors must hold equity equal to 5x annual cash retainer; five-year accumulation period (or by Dec 31, 2026); measured annually |
Governance Assessment
- Committee leadership and ESG oversight: As Chair of Nominating & Corporate Governance, Nelson oversees director nominations, governance guidelines, leadership structure, and sustainability/ESG oversight—key levers for board effectiveness and long-term risk management .
- Independence and engagement: Board determined Nelson is independent; directors met ≥75% attendance; Board held five meetings; independent director sessions occur periodically—supports board challenge and oversight .
- Pay alignment and shareholder support: Director pay mix emphasizes equity ($120,000 annual RSUs, time-based), aligning with shareholder interests; company say-on-pay support was 95.9% in 2024, signaling broad investor approval of compensation/governance approach (executive program) .
- Alignment safeguards: Equity retention policy (5x retainer) and prohibitions on hedging/pledging strengthen alignment and reduce risk; no director/officer pledging disclosed .
- Potential conflicts to monitor: As Principal of SAN Prop Advisors with clients including major retailers and shopping center developers, investors should monitor for any transactions intersecting with IVT or its tenants; IVT’s Related Person Transaction Policy requires Audit Committee review for any such related-person transactions above $120,000 .
- RED FLAGS: None disclosed in the proxy regarding related-party transactions, legal proceedings, or share pledging for Nelson; attendance met Board’s threshold; no meeting fees that could incentivize excessive meetings .