Frank Lourenso
About Frank Lourenso
Frank Lourenso, age 84, is an independent, non-management director of Kimco Realty (KIM) serving since December 1991; he currently sits on the Executive Compensation Committee and the Audit Committee, and has been designated by the Board as independent under NYSE standards . He is a former Executive Vice President of JPMorgan Chase & Co. (successor to The Chase Manhattan Bank and Chemical Bank) and previously a Senior Vice President; he holds a B.B.A. and M.B.A. from Baruch College . The Board has determined all Audit Committee members, including Lourenso, are “audit committee financial experts” under Item 407(d)(5) of Regulation S-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Executive Vice President | 1990–June 2013 | Senior financial leadership; capital markets exposure; oversight in complex global organizations |
| JPMorgan Chase & Co. | Senior Vice President | Pre-1990 (more than 5 years) | Financial management and capital markets experience |
| Kimco Realty | Chair, Executive Compensation Committee | 2022 | Led compensation oversight for NEOs; committee met 5 times in 2021–2022 |
| Kimco Realty | Member, Audit; Exec Comp; Nominating & Corporate Governance | 2023–2024 | Participated in risk oversight, compensation design, board governance; Exec Comp met 5x (2023), Nominating 5x (2023), Audit 6x (2024) |
External Roles
- No other public company directorships or external board roles for Frank Lourenso are disclosed in KIM’s proxy statements .
Board Governance
- Independence: The Board affirmatively determined Lourenso is independent under Kimco’s categorical standards and NYSE rules .
- Current Committees (2024 activity/2025 slate): Executive Compensation Committee member; Audit Committee member .
- Audit Committee expertise: All members deemed audit committee financial experts; Audit Committee held 6 meetings in 2024 .
- Executive Compensation Committee: 5 meetings in 2024; retains independent consultant Pay Governance, which performs no other services .
- Attendance: In 2024, each director (other than two added in 2025) attended 100% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership transition: Independent Chairman to succeed Executive Chairman at the 2025 annual meeting; lead independent director role discontinued thereafter (context for governance robustness) .
Fixed Compensation
| Component (2024) | Amount ($) | Source/Notes |
|---|---|---|
| Annual cash retainer (Board) | 60,000 | Standard non-employee director cash retainer |
| Audit Committee member retainer | 20,000 | Non-chair member fee |
| Executive Compensation Committee member retainer | 10,000 | Non-chair member fee |
| Nominating & Corporate Governance Committee member retainer | 6,000 | Non-chair member fee; Lourenso served on Nominating in prior year disclosures |
| Total Fees Earned/Paid in Cash (2024) | 96,000 | As reported in director compensation table |
Performance Compensation
| Equity Element (2024) | Grant Date Fair Value ($) | Instrument | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director equity grant | 175,035 | Restricted Stock or LTIP Units | 20% per year over 5 years, subject to service | None disclosed (time-based vesting for directors) |
The plan caps non-employee director total compensation (cash plus grant-date fair value of equity) at $750,000 per fiscal year under the proposed 2025 Equity Participation Plan (increased from $500,000 under the prior plan), with exceptions only in extraordinary circumstances and recusal required for the recipient .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | During 2024, no Executive Compensation Committee member was an officer/employee, former officer, or had related-person transactions requiring disclosure; no reciprocal board/comp committee interlocks with Company executives at other entities |
Expertise & Qualifications
- Executive capital markets and liquidity expertise; key contributor to Board strategic discussions on financing and capital structure .
- Management oversight experience in complex global organizations; deep financial acumen .
- Recognized as audit committee financial expert per Board determinations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| Frank Lourenso | 261,742 | Less than 1% | Includes 3,307 shares in IRA, 16,974 restricted shares, 49,222 deferred stock; excludes 4,500 shares owned by spouse; includes 5,403 shares held in trusts for grandchildren |
| Ownership guidelines | 5x annual retainer (directors) | — | All directors (other than new director Lashine) in compliance; retention requirement until threshold met |
| Hedging/Pledging | Prohibited | — | Company policy prohibits hedging and pledging by directors and NEOs |
Governance Assessment
- Strengths: Longstanding independent director with deep banking and capital markets experience; audit committee financial expertise; perfect 2024 attendance; independent external comp consultant; clawback policy adopted consistent with NYSE Rule 10D-1; anti-hedging/pledging and robust stock ownership requirements support alignment .
- Risks/Considerations: Very long tenure (director since 1991) and advanced age (84) heighten board refreshment considerations; monitoring ongoing committee composition changes (moved off Nominating in recent period) is relevant for balanced oversight .
- Conflicts: No related-party transactions involving Lourenso disclosed; broader related-party items involve Executive Chairman’s family (Ripco brokerage fees: $0.6m in 2024) but are not tied to Lourenso; Board and committees have formal related-person review processes .
- Pay structure: Director equity is time-based, not performance-based; 2025 plan increases non-employee director annual cap—monitor for pay inflation though current director pay levels remain modest relative to cap .
Additional context: In 2024, the Board met six times; structured risk and cybersecurity oversight resides in Audit Committee; executive sessions held at all Board and committee meetings; stockholder engagement covered ~40% of shares—signals active governance practices .