Caroline L. Young
About Caroline L. Young
Independent trustee of Kite Realty Group Trust (KRG) since 2020; currently chairs the Corporate Governance and Nominating Committee. Founder and CEO of Craftsbury Consulting, LLC (since August 2020); previously a partner at Hammond, Kennedy, Whitney & Co. (HKW) with divestiture leadership and ESG program oversight. Education includes a B.S. from the University of Vermont (summa cum laude) and a J.D. from the University of Virginia School of Law. Age 60 per KRG’s 2025 proxy board-at-a-glance; tenure on KRG’s board since May 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Craftsbury Consulting, LLC | Founder & CEO | Since Aug 2020 | Exit facilitation for business owners and PE firms; coaching, workshops, retreats focused on women’s career advancement |
| Hammond, Kennedy, Whitney & Co., Inc. (HKW) | Partner | Joined 2001 | Led all divestitures; board service on multiple portfolio companies; led ESG initiative for 18 months across sourcing, transactions, and operations |
| Wooden & McLaughlin, LLP | Attorney | Prior to 2001 | Complex commercial litigation, product liability, professional malpractice defense |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Indigo Wild, LLC | Director | Private | Bath/skin/home/cleaning products |
| Partners In Leadership LLC | Director | Private | Accountability and cultural improvement consulting |
| Royal Camp Services, LTD | Director | Private | Remote workforce accommodations and catering |
| Brant InStore Corporation | Director | Private | Point-of-sale marketing solutions printing |
| Providence Cristo Rey High School | Board member | Non-profit | College preparatory school for students with economic need |
Board Governance
- Independence: Board has affirmatively determined Young is independent under NYSE listing standards .
- Committee assignments: Chair, Corporate Governance and Nominating Committee; members include Kelly, Lynch, Peterson; committee met four times in 2024 .
- Board engagement: Board met four times in 2024; each trustee attended at least 75% of Board and applicable committee meetings; all trustees attended the 2024 annual meeting. Executive sessions of non-management trustees occur at least quarterly under the Lead Independent Trustee’s oversight .
- Lead Independent Trustee: Derrick Burks (since 2024) .
Fixed Compensation
Director pay structure and Caroline Young’s actual FY2024 compensation:
| Component | Program Terms (2024–2025 service year) | Caroline L. Young FY2024 Actual ($) |
|---|---|---|
| Annual cash retainer | $85,000 | $105,000 (retainer + CGN chair fee) |
| Committee member fee | CGN: $10,000; Compensation: $10,000; Audit: $12,500 | — |
| Committee chair fee | CGN: $20,000; Compensation: $20,000; Audit: $25,000 | Included in cash total |
| Equity grant (annual) | $130,000 grant value; one-year vesting; initial 750 restricted shares upon joining | $130,020; 6,233 RSUs granted (grant date fair value) |
| Lead Independent Trustee fee | $35,000 (if applicable) | — |
Notes: Annual equity grant on May 30, 2024; shares determined from May 29, 2024 closing price; vesting over one year .
Performance Compensation
- Director equity is time-based; no performance metrics disclosed for trustee grants. Annual grants vest after one year; unvested restricted common share awards outstanding for Young were 6,233 as of December 31, 2024 .
- Trustee Deferred Compensation Plan exists (optional deferral of fees into share units); Young’s participation not disclosed .
| Equity Award Detail | Grant Date | Shares/# Units | Vesting | Fair Value ($) |
|---|---|---|---|---|
| Annual restricted common shares (RSUs) | May 30, 2024 | 6,233 | One-year vesting | 130,020 |
Other Directorships & Interlocks
- Current public company boards: None disclosed in KRG proxy biography .
- Compensation Committee interlocks: KRG disclosed no interlocks in 2024 (Young is not on the Compensation Committee) .
Expertise & Qualifications
- Financial, legal, and operational experience; led corporate divestitures and ESG integration in private equity (HKW) .
- Education: B.S. University of Vermont (summa cum laude); J.D. University of Virginia School of Law .
- Board qualifications: Corporate governance leadership (CGN chair); oversight of board/committee composition, CEO succession planning, codes of conduct/ethics, ESG external reporting, and related-party transaction review .
Equity Ownership
| Holder | Beneficial Ownership (# Shares/Units) | % of Shares Outstanding | Unvested RSUs Outstanding | Pledging |
|---|---|---|---|---|
| Caroline L. Young | 37,138 | <1% | 6,233 (as of 12/31/2024) | None disclosed for Young; pledges noted for other individuals (e.g., Kite, Grimes) |
Stock ownership guidelines for trustees: Own equity equal to at least 5x annual cash retainer within five years of joining the Board (applicable during 2024–2025 service year); individual compliance status not disclosed .
Governance Assessment
- Strengths: Independent director; CGN Committee chair with four meetings in 2024; active board engagement (Board met four times; trustees ≥75% attendance; quarterly executive sessions); role includes oversight of ESG reporting and related-party transaction review; no director-specific related-party transactions disclosed for Young .
- Director pay alignment: Standard KRG mix of cash retainer/committee fees plus annual equity; Young’s FY2024 compensation totaled $235,020 (cash $105,000; equity $130,020), consistent with governance chair responsibilities and one-year equity vesting .
- Ownership alignment: Beneficial ownership of 37,138 shares/units; unvested RSUs 6,233; trustee stock ownership guidelines (5x retainer) in place, though individual compliance is not specified .
- Board-level signals: Strong say-on-pay support—approximately 97.7% approval at 2024 meeting for 2023 NEO compensation—suggests positive investor confidence in governance and pay practices .
- Watch items: No public-company boards disclosed (limited external public governance signals); trustee ownership guideline compliance timing (five years from 2020 appointment) not disclosed; continued monitoring of related-party transactions (company states “No Significant Related Party Transactions” but disclosed transactions involving entities related to KRG’s Chairman/COO, overseen by independent trustees and a special committee) .
Overall: Young’s independence, governance chair role, and legal/PE divestiture/ESG background support board effectiveness; pay/ownership practices are generally aligned, with no director-specific conflicts or pledging disclosed .