Barton R. Peterson
About Barton R. Peterson
Barton R. Peterson, age 66, is an independent trustee of KRG and has served on the Board since November 2013. He is a member of the Corporate Governance and Nominating Committee and brings corporate affairs and civic leadership experience from Eli Lilly and his tenure as Mayor of Indianapolis; he holds a B.A. in Political Science from Purdue University and a J.D. from the University of Michigan . The Board has affirmatively determined that all trustee nominees other than the CEO are independent under NYSE rules, which includes Mr. Peterson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Christel House International | President & CEO | Jan 2019 – Aug 2024 | Led global K‑12 education non‑profit; governance and stakeholder engagement |
| Eli Lilly and Company | SVP, Corporate Affairs & Communications; Executive Committee member | 2009 – 2017 | Public company corporate affairs; communications; executive committee experience |
| Strategic Capital Partners, LLC | Managing Director | Jun 2008 – Jun 2009 | Private investment/real estate firm leadership |
| Harvard Kennedy School, Institute of Politics | Fellow | Spring 2008 | Public policy engagement |
| Ball State University | Distinguished Visiting Professor of Public Policy | 2008 – 2009 | Public policy teaching/academic engagement |
| City of Indianapolis | Mayor | 2000 – 2007 | Two terms; President, National League of Cities (2007) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National League of Cities | President | 2007 | National municipal leadership |
| Academic/Policy Engagement | Fellow (Harvard IOP); Visiting Professor (Ball State) | 2008 – 2009 | Public policy/education focus |
Board Governance
- Committee assignments: Corporate Governance and Nominating Committee member (chair: Caroline L. Young); committee met four times in 2024; all members are independent; responsibilities include trustee selection, Board structure, governance guidelines, CEO succession review, ESG oversight, and related‑party transaction review .
- Independence: Board determined all nominees except the CEO are independent; Peterson is listed as an Independent Trustee .
- Attendance and engagement: The Board met four times in 2024; each trustee attended at least 75% of applicable meetings, and all trustees attended the annual meeting; the Lead Independent Trustee presides over executive sessions held at least quarterly .
- Lead Independent Director: Derrick Burks serves as Lead Independent Trustee (since 2024), sets agendas, meets regularly with the CEO, and presides over executive sessions; this structure mitigates potential conflicts from the combined Chair/CEO role .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Paid in Cash | $95,000 | Annual cash fees reported for Mr. Peterson |
| Common Share and Unit Awards (Grant Date Fair Value) | $130,020 | Annual equity grant under Amended & Restated 2013 EIP; May 30, 2024 grant calibrated to May 29 close |
| Total Director Compensation | $225,020 | Sum of cash and equity grant fair value |
Trustee compensation program (2024–2025 service year):
| Role | Cash Retainer | Equity | Committee Member Fee (Cash) | Committee Chair Fee (Cash) | Lead Independent Trustee (Cash) |
|---|---|---|---|---|---|
| Non‑Employee Trustee | $85,000 | $130,000 | Audit: $12,500; Compensation: $10,000; Corporate Governance & Nominating: $10,000 | Audit: $25,000; Compensation: $20,000; Corporate Governance & Nominating: $20,000 | $35,000 |
Additional program features: cash retainer may be paid in deferred share units (DSUs) that vest immediately; common share grants vest over one year; initial election grant of 750 restricted shares vesting after one year; Trustee Deferred Compensation Plan credits DSUs with dividend equivalents .
Performance Compensation
- Non‑employee trustee pay is not tied to performance metrics (no options, PSUs, or bonus formulas disclosed for directors); annual equity is time‑based restricted common shares with one‑year vesting; trustees may elect DSUs for cash retainers, which vest immediately but convert to shares after service ends .
Other Directorships & Interlocks
- No other public company directorships for Mr. Peterson are disclosed in the 2025 proxy biography; the proxy notes trustees should not serve on more than three other public company boards and audit committee members on no more than two other public company audit committees, reinforcing bandwidth and independence expectations .
Expertise & Qualifications
- Corporate affairs and communications leadership at a large public company; civic leadership and public outreach; governance experience; legal education (J.D.) and policy experience; these qualifications are cited by KRG as strengthening Board effectiveness and shareholder engagement .
Equity Ownership
| Holder | Shares/Units Beneficially Owned | % of All Shares | Shares/Units + Unvested Time‑Based Securities | Unvested Restricted Shares Outstanding (#) |
|---|---|---|---|---|
| Barton R. Peterson | 80,169 | <1% | 80,169 | 6,233 |
- Stock ownership guidelines: non‑employee trustees must own equity equal to 5x the annual cash retainer within five years of joining the Board; Peterson joined in 2013; compliance status by director is not disclosed in the proxy .
- Pledging: No pledging disclosed for Mr. Peterson; pledging is disclosed for other individuals (e.g., CEO and Mr. Grimes) in footnotes, underscoring monitoring of alignment risks .
Governance Assessment
- Strengths: Independent status; service on the Corporate Governance and Nominating Committee overseeing governance guidelines, Board evaluations, CEO succession, ESG oversight, and related‑party review; consistent attendance benchmarks and participation in a Board with quarterly executive sessions; director equity grants and ownership guidelines promote alignment .
- Compensation alignment: Balanced cash/equity mix ($95,000 cash; $130,020 equity for 2024), with time‑based vesting—appropriate for director roles and shareholder alignment without encouraging risk‑taking; DSU option further ties pay to long‑term stock value .
- Conflicts and related‑party exposure: KRG discloses no significant related‑party transactions currently and has robust procedures; related person transactions in 2024 were reviewed by independent trustees and/or a special transaction committee; Peterson’s committee reviews potential related parties, supporting mitigation .
- Shareholder signals: Prior year say‑on‑pay support (~97.7% approval for 2023 NEO pay at the 2024 meeting) supports confidence in KRG’s pay governance framework; while focused on executives, it reflects broader governance credibility .
- RED FLAGS: None disclosed specific to Mr. Peterson (no pledging; no related‑party transactions involving him; attendance at least at minimum standard). Company‑level related person transactions exist but were subjected to independent review and approval processes .
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