Stuart Aitken
About Stuart W. Aitken
Stuart W. Aitken is an independent director of InvenTrust Properties Corp. (IVT), serving since 2017. He is a technology and marketing executive who currently serves as President and Chief Executive Officer of Circana; previously he was Chief Merchant and Marketing Officer of The Kroger Co., CEO of 84.51°, CEO of dunnhumby USA (July 2010–June 2015), EVP/CMO at Michaels Stores, and held senior roles at Safeway. He holds a B.A. and an M.S. in Information Management from Queen Margaret University and the University of Strathclyde (Scotland). Age: 53; Independence: the Board determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kroger Co. | Chief Merchant & Marketing Officer | Not disclosed | Senior leadership in merchandising/marketing |
| 84.51° (Kroger subsidiary) | Chief Executive Officer | Not disclosed | Led data analytics/loyalty strategy |
| dunnhumby USA, LLC | Chief Executive Officer | Jul 2010–Jun 2015 | Led U.S. operations for retail analytics firm |
| Michaels Stores | EVP & Chief Marketing Officer | Not disclosed | Led marketing strategy |
| Safeway, Inc. | Marketing/loyalty/data analytics leadership | “nearly a decade” (exact dates not disclosed) | Loyalty, data analytics, innovation, category management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Circana | President & Chief Executive Officer | Current (dates not disclosed) | Market research/data analytics company (private) |
Board Governance
- Independence: The Board determined Aitken is independent; all Audit, Compensation, and Nominating & Corporate Governance committee members are independent.
- Committee assignments: Chair, Compensation Committee. The Compensation Committee met 4 times in 2024 and oversees CEO/NEO pay, incentive plan design, clawback policy compliance, stock ownership/retention policy, and human capital programs.
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings.
- Board leadership: Independent Chairperson (Julian E. Whitehurst); non-employee directors meet in executive session.
- Policies: Anti-hedging/pledging policy (hedging/pledging prohibited without GC approval); mandatory SEC/NYSE-compliant clawback policy.
- Say-on-pay support: 2024 say-on-pay received ~95.9% support (advisory).
Fixed Compensation
Program structure (non-employee directors):
- Annual cash retainer: $65,000; no meeting fees.
- Additional retainers: Independent Chair $50,000; Audit Chair $25,000 / member $12,500; Compensation Chair $20,000 / member $10,000; Nominating & Corporate Governance Chair $20,000 / member $10,000.
Aitken – 2024 actual director compensation:
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 88,125 |
| Stock awards (RSUs; grant-date fair value) | 120,000 |
| Total | 208,125 |
Notes:
- Each non-employee director held 4,829 unvested RSUs as of 12/31/2024, vesting in full at the 2025 annual meeting (or first anniversary of grant).
- Annual equity retainer: $120,000 in RSUs; no options are granted to directors.
Performance Compensation
Director equity awards are time-based only; there are no performance-conditioned director awards.
| Element | Terms |
|---|---|
| Annual equity grant | $120,000 in RSUs, granted at annual meeting; vests in full at next annual meeting or first anniversary of grant, subject to service; settled in common stock. |
| Options/option-like awards | Not granted; Company “does not currently grant” options or option-like awards. |
| 2024 unvested RSUs outstanding (Aitken) | 4,829 units as of 12/31/2024; vest at/near May 6, 2025. |
Performance metrics applicable to directors: None (director compensation does not include performance-vesting awards).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Aitken in IVT proxy. |
| Committee interlocks (Item 407(e)) | None; Compensation Committee reported no interlocks or insider participation requiring disclosure. |
| Related-party transactions | None disclosed involving directors (policy described; no transactions listed). |
Expertise & Qualifications
- Current/former C‑suite leadership; Technology; Retail; Finance & Accounting; Public company experience (skills matrix indicates Aitken brings these to IVT’s Board).
- Education: B.A. and M.S. (Information Management), Queen Margaret University and University of Strathclyde (Scotland).
Equity Ownership
| Holder | Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|
| Stuart W. Aitken (Director) | 24,513 shares; plus 4,829 RSUs that vest at the annual meeting | <1% | Table includes note that directors’ amounts include 4,829 RSUs each (settled within 60 days after annual meeting); no shares pledged disclosed. |
Ownership alignment policies:
- Director stock ownership/retention: Non-employee directors required to hold equity equal to 5x annual cash retainer; compliance by the later of five years from becoming covered or December 31, 2026; measured annually.
- Hedging/pledging restrictions: Hedging and pledging prohibited unless approved by General Counsel.
Governance Assessment
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Strengths:
- Independent director with relevant domain expertise in retail analytics, technology, and marketing; Chairs Compensation Committee; committee independence and governance processes clearly defined.
- Director pay is balanced with cash retainer plus time-vested RSUs; no options; equity vests annually, aligning with shareholder value while limiting risk-taking; equity retention and anti-hedging policies bolster alignment.
- Board structure features an independent chair and regular executive sessions; attendance threshold met; strong 2024 say‑on‑pay support (~95.9%).
- No compensation committee interlocks; no related-person transactions disclosed.
-
Watch items:
- Concurrent CEO role at Circana (external time commitments); the proxy discloses no related-party transactions or conflicts tied to this role.
-
RED FLAGS:
- None observed in proxy disclosures regarding attendance, interlocks, related‑party transactions, pledging/hedging, or option repricing.