Smita Shah
About Smita N. Shah
Smita N. Shah is an independent director of InvenTrust Properties Corp. (IVT), serving since 2022. She is the founder and CEO of SPAAN Tech, Inc., with an engineering and infrastructure background, and holds a B.S. from Northwestern, an M.S. in Civil and Environmental Engineering from MIT, and a Postgraduate Certificate in Management Studies from Oxford. She is 51 and has extensive civic and governmental engagement, including appointment to the President’s Commission on Asian Americans, Native Hawaiians and Pacific Islanders.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPAAN Tech, Inc. | Founder & Chief Executive Officer | 20+ years (expertise in public/private infrastructure) | Architecture, engineering, project management; transportation, aviation, facilities, telecom systems |
| Chicago Plan Commission | Vice Chairman (recent past) | Supported city development for the past 14 years | Urban planning and development oversight |
| APEC Women and the Economy Forum | U.S. Delegate | Not disclosed | International economic dialogue participation |
External Roles
| Organization | Role | Committee/Notes |
|---|---|---|
| MacLean Fogg Company | Director | Audit committee member |
| President’s Commission on AANHPI | Commissioner (appointed by President Biden) | Federal advisory commission |
| Museum of Science and Industry | Board Member | Civic/non-profit board |
| Lincoln Academy of Illinois | Trustee | Civic/non-profit board |
| MIT Dept. of Civil & Environmental Engineering | Visiting Committee | Academic advisory |
| Environmental Law & Policy Center | Engagement (board/council) | Civic/non-profit engagement |
| University of Chicago Harris School Council | Council Member | Academic governance |
| YPO Chicago | Co-Chair | Leadership network |
| Economic Club of Chicago; Commercial Club of Chicago | Member | Business leadership organizations |
Board Governance
- Independence: The Board determined Ms. Shah qualifies as an independent director under NYSE standards.
- Committee assignments:
- Audit Committee Member; Committee met 4 times in 2024.
- Nominating & Corporate Governance Committee Member; Committee met 4 times in 2024.
- Attendance: The Board met 5 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings; all directors attended the May 7, 2024 annual meeting.
- Policies reinforcing governance:
- Hedging/pledging prohibition without prior approval; short sales and speculative transactions prohibited.
- Mandatory clawback policy compliant with SEC/NYSE; recovery of excess incentive-based compensation upon restatement.
- Equity Retention Policy requiring non-employee directors to hold equity equal to 5x annual cash retainer.
- Board leadership: Chairperson is independent (Julian E. Whitehurst); non-employee directors hold executive sessions.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Standard non-employee director cash retainer |
| Committee fees (member) | Audit: $12,500; Nominating & Corporate Governance: $10,000 | Committee member retainers |
| 2024 Fees Earned (Shah) | $85,000 | Actual cash paid/earned in 2024 |
| 2024 Stock Awards (Shah) | $120,000 (grant-date fair value) | Annual RSU equity retainer |
| 2024 Total (Shah) | $205,000 | Sum of cash and stock awards |
Performance Compensation (Director)
| Equity Grant | Grant Value | Units/Status | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU award (2024) | $120,000 (ASC 718) | All directors received RSUs | Vests in full on earlier of next annual meeting or 1-year anniversary (for 2024 grant: May 6, 2025) | RSUs settled in common shares; dividend equivalents attached |
| Unvested RSUs (as of 12/31/2024) | N/A | 4,829 units for each non-employee director | Vests on May 6, 2025 (Annual Meeting date) | Time-vested; no director-specific performance metrics disclosed |
Director equity awards are time-based RSUs; no performance metrics (e.g., TSR hurdles) apply to director equity retainers.
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock with IVT |
|---|---|---|
| MacLean Fogg Company | Private industrial company | No IVT-related transactions disclosed in proxy; audit committee role noted |
Expertise & Qualifications
- Current/former C-suite experience (CEO of SPAAN Tech), bringing operations and infrastructure expertise to the Board.
- Technical credentials: Engineering degrees (MIT, Northwestern) with management studies (Oxford).
- Public company governance exposure via IVT; audit and nominating committee service.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs Held (unvested) | Pledging Status |
|---|---|---|---|---|
| Smita N. Shah | 12,072 | <1% | 4,829 (will vest May 6, 2025) | No shares pledged by any director |
- Equity Retention Policy: Non-employee directors must hold at least 5x annual cash retainer; compliance measured annually; unvested time-based RSUs count toward guideline if not subject to performance goals.
Insider Trades
| Date | Filing | Transaction | Amount/Units | Detail/Notes |
|---|---|---|---|---|
| May 6, 2025 | Form 4 | RSU vesting/disposition reporting | 4,829 RSUs | Annual director RSUs vest on meeting date; SEC Form 4 (XML) filed |
Governance Assessment
- Positive signals:
- Independent director with meaningful committee service (Audit; Nominating & Corporate Governance); both committees are fully independent.
- Strong attendance culture (≥75% for all directors) and full annual meeting participation in 2024.
- Robust governance policies: clawback, hedging/pledging prohibitions, proxy access, stockholder rights (special meeting, bylaws opt-outs).
- Director compensation balanced between cash and time-vested equity; annual RSUs with one-year vest align director interests with shareholders.
- Monitoring items:
- Equity Retention Policy requires 5x retainer; individual compliance status is not disclosed in the proxy (beneficial ownership provided).
- No related-party transactions involving Ms. Shah are disclosed; Audit Committee oversees and must pre-approve any related person transactions ≥$120,000.
- Company-level say-on-pay support (context for governance quality): 95.9% approval at 2024 Annual Meeting.
Board Governance (Committee Detail)
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Audit | Member | 4 | All members independent; multiple financial experts (Black, Glavin, Stein) |
| Nominating & Corporate Governance | Member | 4 | All members independent |
Director Compensation Program (Reference)
| Item | Amount |
|---|---|
| Independent Chair additional retainer | $50,000 |
| Audit Chair/Members | Chair: $25,000; Member: $12,500 |
| Compensation Chair/Members | Chair: $20,000; Member: $10,000 |
| Nominating & Corporate Governance Chair/Members | Chair: $20,000; Member: $10,000 |
| Annual Equity Retainer (RSUs) | $120,000 (grant-date value) |
Related Policies and Controls
- Insider Trading Compliance Policy covers directors; prohibits short-term speculative transactions and pledging without approval.
- Clawback policy mandates recovery of excess incentive-based compensation upon restatement (executives; policy disclosure for governance robustness).
- Proxy access and stockholder rights framework (special meetings; bylaws amendments; MGCL opt-outs).
Say-on-Pay & Shareholder Feedback (Company Context)
| Item | Detail |
|---|---|
| 2024 Say-on-Pay approval | Over 95.9% votes in favor |
| Ongoing engagement | Formal investor relations engagement channels; Board oversight of ESG and governance. |
Notes
- All data reflects disclosure in IVT’s 2025 Definitive Proxy Statement (FY2024) and SEC filings; items not disclosed are omitted per instruction.
- Committee compositions were effective as disclosed; Audit Committee membership including Ms. Shah reaffirmed February 19, 2025.