Charles H. Wurtzebach
About Charles H. Wurtzebach
Independent trustee of Kite Realty Group Trust since 2014; age 76. He chairs the Audit Committee and has been designated (along with all Audit Committee members) as an “audit committee financial expert.” Academic and industry credentials include B.S. in Finance (DePaul), MBA (Northern Illinois University), and Ph.D. in Finance (University of Illinois Urbana‑Champaign), with prior leadership roles across institutional real estate investment and academia.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Henderson Global Investors (North America) Inc. | Managing Director & Property CIO | 1999–Nov 2008 | Led strategic portfolio planning and overall management for North America |
| Heitman Capital Management | President & CEO | Jun 1994–May 1998 | Executive leadership of institutional real estate manager |
| JMB Institutional Realty | President | Jun 1991–Jun 1994 | Executive leadership |
| University of Texas at Austin (Grad. School of Business) | Director, Real Estate & Urban Land Economics Program; Professor | 1974–1986 | Built academic program; research and teaching leadership |
| DePaul University, Real Estate Center | Douglas & Cynthia Crocker Endowed Director; later Professor Emeritus | 2015–2022 (Director); Emeritus 2022– | Led the Real Estate Center; academic leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RREEF Property Trust, Inc. (publicly registered, non‑listed REIT) | Independent Director; Audit Committee Chair | Current | Audit Committee leadership |
| Inland Diversified Real Estate Trust, Inc. (publicly registered, non‑traded REIT) | Independent Director; Audit Committee Chair | 2009–2014 | Audit leadership (prior) |
Board Governance
- Independence: The Board has affirmatively determined Dr. Wurtzebach is independent under NYSE rules. Ten of 11 current trustees are independent.
- Committee assignments: Audit Committee Chair; Audit met four times in 2024; the Chair also met separately with internal audit four times in 2024. All Audit members are “audit committee financial experts.”
- Attendance and engagement: In 2024, the Board met four times; every trustee attended at least 75% of Board and applicable committee meetings, and all trustees attended the annual meeting. Executive sessions of non-management trustees occur at least quarterly under the Lead Independent Trustee.
- Governance practices: No poison pill; opted out of Maryland anti-takeover statutes; majority voting for trustees; anti-hedging policy; no significant related-party transactions disclosed; share ownership guidelines for non‑employee trustees equal to 5x annual cash retainer within five years.
Fixed Compensation (Director)
| Component (2024–2025 service year) | Amount/Detail |
|---|---|
| Annual cash retainer | $85,000 |
| Audit Committee Chair fee | $25,000 |
| Committee membership fees | Audit: $12,500; Compensation: $10,000; Corporate Governance & Nominating: $10,000 (if applicable) |
| Lead Independent Trustee fee (not applicable to Wurtzebach) | $35,000 |
| 2024 cash actually paid to Wurtzebach | $110,000 (retainer + Audit Chair fee) |
Performance Compensation (Director Equity and Structure)
| Equity Element | Grant Date/Units | Fair Value | Vesting/Terms |
|---|---|---|---|
| Annual restricted common shares (non‑employee trustee program) | May 30, 2024; unvested balance at 12/31/24: 6,233 shares | $130,020 grant date fair value | One‑year vesting; grants under Amended & Restated 2013 Equity Incentive Plan |
| Deferred compensation (optional) | Trustees may elect to defer cash retainers into fully‑vested deferred share units (with dividend equivalents) | N/A | Payable in common shares upon separation from Board service |
Notes
- Director equity is time‑based (not performance‑based); no stock options are granted to trustees in the disclosed program.
Other Directorships & Interlocks
| Company | Public Listing Status | Role | Interlocks/Notes |
|---|---|---|---|
| RREEF Property Trust, Inc. | Publicly registered, non‑listed REIT | Director; Audit Chair | No KRG compensation committee interlocks disclosed in 2024 proxy. |
| Inland Diversified Real Estate Trust, Inc. | Publicly registered, non‑traded REIT (prior) | Director; Audit Chair | Prior role ended 2014. |
Expertise & Qualifications
- Recognized academic and practitioner in real estate: former endowed director at DePaul; prior leadership at Henderson, Heitman, and JMB; co‑author/co‑editor of Modern Real Estate and Managing Real Estate Portfolios; 1994 Graaskamp Award (PREA).
- Audit/financial expertise: Audit Committee Chair; all Audit members are “audit committee financial experts,” providing strong financial reporting oversight.
- Education: B.S. DePaul; MBA Northern Illinois; Ph.D. University of Illinois at Urbana‑Champaign.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares and OP/vested LTIP units) as of Mar 26, 2025 | 60,171; <1% of outstanding shares/units |
| Unvested restricted common shares outstanding at Dec 31, 2024 | 6,233 |
| Ownership guidelines (trustees) | 5x annual cash retainer (to be met within five years of joining) |
| Hedging/Pledging | Anti‑hedging policy in place; no significant related party transactions disclosed; no specific pledging disclosure noted for trustees. |
Governance Assessment
-
Strengths
- Independent, long‑tenured Audit Chair with deep REIT and institutional real estate experience; committee designated as financially expert across members, enhancing audit quality and risk oversight.
- Solid engagement/attendance norms and quarterly executive sessions under a Lead Independent Trustee framework, mitigating combined Chair/CEO structure risks.
- Shareholder‑friendly features: majority voting, no poison pill, anti‑hedging policy, and no significant related‑party transactions; clear stock ownership guidelines for trustees.
- Pay structure aligns directors with shareholders via annual equity; cash fees reflect role complexity (Audit Chair premium).
-
Watch items
- Industry overlap: He serves on another REIT board (RREEF Property Trust). While no related‑party transactions are disclosed and independence is affirmed, continued monitoring for potential competitive or transaction conflicts is prudent.
- Tenure/age: At 76 and on the Board since 2014, succession and refreshment planning remain relevant considerations for sustained board effectiveness.
-
Shareholder sentiment signal
- Say‑on‑pay support was ~97.7% at the 2024 annual meeting, indicating broad investor confidence in overall governance and pay practices, an indirect positive signal for board oversight quality.
Director Compensation Detail (2024 Fiscal Year)
| Component | Amount |
|---|---|
| Fees Paid in Cash (Wurtzebach) | $110,000 |
| Common Share Awards (grant date fair value) | $130,020 |
| Total | $240,020 |
Committee Work Snapshot
| Committee | Role | 2024 Meetings | Notable Oversight |
|---|---|---|---|
| Audit | Chair | 4 committee meetings; Chair held 4 separate meetings with internal audit | Financial statements integrity; auditor oversight; internal audit; risk (incl. privacy/cybersecurity); compliance; enterprise risk program oversight |
Attendance & Engagement
| Metric | 2024 |
|---|---|
| Board meetings held | 4 |
| Individual attendance | Each trustee attended ≥75% of Board/committee meetings served; all trustees attended annual meeting |
RED FLAGS
- None identified in the proxy specific to Dr. Wurtzebach: no related‑party transactions; independence affirmed; no attendance shortfalls disclosed; no hedging allowed under policy. Continue to monitor for potential conflicts given multi‑board service in real estate and standard overboarding thresholds (KRG guidelines: ≤3 other public company boards; Audit members ≤2 other public company audit committees).