Valerie Richardson
About Valerie Richardson
Valerie Richardson, age 66, is an independent director at Kimco Realty (KIM) since June 2018. She currently serves as Chair of the Executive Compensation Committee and is a member of the Nominating & Corporate Governance Committee. Richardson is Chief Operating Officer of the International Council of Shopping Centers (ICSC) and previously spent two decades leading real estate at The Container Store, with earlier senior roles at Ann Taylor, Barnes & Noble, and Trammell Crow. She holds an MBA in Real Estate (University of North Texas) and a B.S. in Education (Texas State University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Container Store, Inc. | Vice President of Real Estate | Sep 2000 – Feb 2021 | Led store expansion strategy; deep retail real estate execution |
| Ann Taylor, Inc. | Senior Vice President – Real Estate & Development | Prior to 2000 | Administered store expansion for Ann Taylor and Ann Taylor Loft |
| Barnes & Noble, Inc. | Vice President – Real Estate & Development | Prior to Ann Taylor | Retail real estate growth for largest U.S. bookseller |
| Trammell Crow Company | Partner – Shopping Center Division | Prior to Barnes & Noble | Development partner in shopping centers |
| Baylor Scott & White Medical Center – Plano | Trustee | 2010 – 2016 | Head of Quality Committee; governance and board-management interface |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Council of Shopping Centers (ICSC) | Chief Operating Officer; Board of Trustees | COO since Feb 2021; Trustee since 2004 | ICSC Chair (2018–2019), Vice-Chair (2017–2018) |
| American Healthcare REIT, Inc. | Director | Since Jan 2023 | Current public company directorship |
| ICSC Foundation | Board Member | 2011 – 2019 | Non-profit leadership |
Board Governance
- Independence and leadership: Richardson is affirmatively determined independent by the Board; she chairs the Executive Compensation Committee and sits on Nominating & Corporate Governance. Audit, Executive Compensation, and Nominating committees are fully independent .
- Attendance and engagement: The Board met six times in 2024; each current director (pre-2025 additions) attended 100% of aggregate Board and committee meetings. All directors attended the 2024 annual meeting. Non-management directors held executive sessions at all regularly scheduled Board and committee meetings in 2024 .
- Ownership alignment: Director stock ownership guideline = 5x annual retainer; all directors (other than a January 2025 appointee) are in compliance. Hedging and pledging of Company stock by directors is prohibited; retention requirement applies until guideline met .
- Board structure: Incoming Independent Chairman (replacing Executive Chairman) at 2025 AGM enhances independent oversight; Lead Independent Director role discontinued thereafter .
- Say-on-Pay signal: 2024 Say-on-Pay received ~96% support, indicating strong investor alignment with the committee’s compensation design under Richardson’s chairmanship .
- Compensation consultant: The committee retains independent advisor Pay Governance, which provides no other services to KIM .
- Overboarding limits: Max four other public company boards; audit committee members limited to two other audit committees .
Fixed Compensation
| Component (Non-Employee Directors, 2024) | Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer (Board) | $60,000 | Standard director cash retainer |
| Committee chair fee – Executive Compensation | $35,000 | Chair premium for Exec Comp |
| Committee member fee – Nominating & Corporate Governance | $6,000 | Member fee |
| Equity grant (Restricted Stock or LTIP Units) | $175,000 approx. grant-date value | Vests 20% per year over 5 years |
| Valerie Richardson – Fees earned (cash) 2024 | $121,000 | Reported total cash compensation |
| Valerie Richardson – Stock awards 2024 | $175,035 | Aggregate grant-date fair value per ASC 718 |
Notes: Directors may elect LTIP Units instead of restricted stock starting 2024 with similar vesting terms; employees-directors receive no additional director pay .
Performance Compensation
- Director equity is time-based (not performance-vested). No director-specific performance metrics are attached to director equity grants; awards vest 20% annually over five years .
- As Chair overseeing executive pay, Richardson’s committee uses the following company performance metrics for annual executive incentives (60% corporate/financial; 30% individual; 10% Corporate Responsibility). 2024 results achieved maximum on all three financial measures .
| Corporate/Financial Measure (2024 AIP) | Threshold | Target | Exceed Target | Maximum | Actual 2024 Performance |
|---|---|---|---|---|---|
| Adjusted FFO per diluted share | $1.58 | $1.60 | $1.62 | $1.64 | $1.69 |
| Recurring EBITDA | $1,417.0M | $1,453.0M | $1,471.0M | $1,489.0M | $1,531.5M |
| Leverage | 37.3% | 36.3% | 35.8% | 35.3% | 35.1% |
Additional governance levers in the program:
- Long-term incentives heavily performance-based via 3-year relative TSR vs. Bloomberg REIT Shopping Center Index peers (threshold 25th percentile; target 50th; max 85th; 50–200% payout) .
- Clawback policy compliant with NYSE Rule 10D-1; administered by the committee .
- 2024 peer group adjusted (added Essex Property Trust, Mid-America Apartment Communities; removed Kilroy, SL Green, Vornado; Site Centers removed post spin) .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| American Healthcare REIT, Inc. | Director | Not disclosed | Current public company board |
| Compensation Committee Interlocks (KIM) | N/A | N/A | KIM disclosed no compensation committee interlocks in 2024 |
Expertise & Qualifications
- 35+ years in retail real estate; senior operator across top retail brands; broad governance experience via ICSC leadership and hospital board service .
- Brings operator perspective on tenant dynamics, site selection, redevelopment, and mixed-use strategy directly relevant to KIM’s grocery-anchored and mixed-use portfolio .
- Identified by KIM for industry leadership and governance skills; contributes to compensation oversight and board refreshment .
Equity Ownership
| Holder | Total Beneficial Ownership | Notes | Ownership % |
|---|---|---|---|
| Valerie Richardson | 64,360 shares | Includes 16,974 restricted shares; remainder common; <1% of class | <1% |
Policies and alignment:
- Director stock ownership guideline: 5x annual retainer; all directors (other than a Jan 2025 appointee) are currently in compliance .
- No hedging or pledging permitted for directors; retention of net shares until guideline met .
Governance Assessment
- Strengths: Independent director with deep retail real estate operating expertise; chairs a fully independent compensation committee using investor-aligned metrics (FFO, EBITDA, leverage; relative TSR) with robust clawback and independent consultant; 100% meeting attendance; strong Say-on-Pay support (~96%) indicating investor confidence in pay design and oversight .
- Alignment: Meaningful director equity with multi-year vesting and stringent ownership/retention rules; anti-hedging/pledging policies reinforce long-term alignment .
- Board effectiveness signal: Transition to Independent Chairman at 2025 AGM enhances independent oversight; executive sessions held at all meetings in 2024 .
- Conflicts: Company disclosed related-party transactions involving the Executive Chairman’s family (e.g., Ripco brokerage commissions), but none involve Richardson personally. Policies for related-person transactions are robust and administered by independent committees .
- Red flags: None disclosed specific to Richardson. Company-level related-party dealings exist but are monitored under established policies and independent oversight .