Christie B. Kelly
About Christie B. Kelly
Independent Trustee of Kite Realty Group Trust (KRG). Age 63; trustee since May 2013. Former EVP, CFO and Treasurer of Realty Income (2021–Dec 2023), and prior Global CFO of Jones Lang LaSalle (2013–2018); earlier EVP/CFO of Duke Realty (2009–2013). B.A. in Economics from Bucknell University. The Board affirms her independence under NYSE rules and identifies her as an audit committee financial expert through Audit Committee composition and determinations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Realty Income Corporation (NYSE: O) | EVP, CFO & Treasurer | Jan 2021–Dec 2023 | Senior finance leadership at a large triple-net REIT |
| Jones Lang LaSalle Incorporated (NYSE: JLL) | Global CFO | Jul 2013–Sep 2018 | Oversaw global finance for real estate services firm |
| Duke Realty Corporation (NYSE: DRE) | EVP & CFO | 2009–2013 | Public REIT CFO experience |
| Lehman Brothers | Senior Vice President, Global Real Estate | Prior to 2009 | Led real estate equity syndication in U.S. and Canada |
| General Electric (GE Real Estate; GE Capital; GE Corporate Audit; GE Medical Systems) | Various leadership roles | Early career | Domestic & global finance/operations roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Park Hotels & Resorts Inc. (NYSE: PK) | Director | Current | Public lodging REIT board service |
| Realty Income Corporation (NYSE: O) | Director | Nov 2019–Jan 2021 | Board service prior to joining as CFO |
| Gilbane Inc. (Private) | Director | Current | Privately held building/development company |
Board Governance
- Committees: Audit Committee member; Corporate Governance and Nominating Committee member .
- Independence: Board affirmed Kelly is independent; 10 of 11 trustees are independent .
- Attendance: Board met 4 times in 2024; each trustee attended at least 75% of Board/committee meetings; all trustees attended the annual meeting. Executive sessions of non-management trustees occur at least quarterly, led by the Lead Independent Trustee (currently Derrick Burks) .
- Audit Committee: All members meet NYSE/Sarbanes-Oxley/SEC independence and expertise standards; Board determined each Audit Committee member is an “audit committee financial expert.” The committee met four times in 2024 .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $85,000 | Standard trustee cash retainer |
| Committee member fees | $12,500 (Audit); $10,000 (Corp Gov & Nominating) | Committee member cash retainer schedule |
| Equity grant (annual) | $130,000 | Common shares; one-year vesting |
| Fees paid in cash (Kelly actual) | $97,500 | As reported in trustee compensation table |
| Common share/unit awards (Kelly actual) | $130,020 | Grant-date fair value |
| Total 2024 trustee compensation (Kelly) | $227,520 | Cash + equity |
| Outstanding unvested restricted common shares at 12/31/2024 (Kelly) | 6,233 | Year-end unvested awards |
Additional structural features:
- Trustee Deferred Compensation Plan permits deferral of cash retainers into deferred share units; dividends accrue as equivalents .
- Stock ownership guideline for non-employee trustees: 5x annual cash retainer to be achieved within five years of joining the Board .
Performance Compensation
- Director equity is time-based (not performance-linked) with a one-year vest; initial grant of 750 restricted common shares upon first election also vests after one year .
- 2024 annual equity grant details for trustees: number based on closing price on May 29, 2024; grant on May 30, 2024. Kelly had 6,233 unvested restricted shares outstanding at year-end (grant-date fair value for annual equity $130,020) .
| Grant Type | Grant Date | # Shares/Units | Grant-Date Fair Value |
|---|---|---|---|
| Annual restricted common shares (Kelly) | May 30, 2024 | 6,233 | $130,020 |
No director performance metrics (e.g., TSR/FFO targets) are disclosed for trustee compensation; performance metrics apply to executive incentives, not trustees .
Other Directorships & Interlocks
| Company | Overlap Type | Potential Interlock/Conflict |
|---|---|---|
| Park Hotels & Resorts (PK) | Current directorship | Different REIT segment (lodging) vs. KRG (open-air retail); no disclosed related-party ties to KRG |
| Realty Income (O) | Prior directorship & subsequent CFO role | No current ties; no related-party transactions disclosed at KRG associated with Kelly |
| Gilbane Inc. | Private board | No disclosed KRG related-party transactions associated with Kelly |
Compensation Committee Interlocks: None in 2024; no insider participation interlocks reported .
Expertise & Qualifications
- Deep public REIT finance and operations experience (CFO roles at Realty Income and Duke Realty; Global CFO at JLL) .
- Audit Committee financial expertise designation via Audit Committee composition; Board determined all Audit Committee members are financial experts under SEC rules .
- Background spans M&A, IT, investment banking, and global real estate operations .
Equity Ownership
| Holder | Beneficially Owned Shares/Units | % of Shares Outstanding | Unvested Time-Based Shares |
|---|---|---|---|
| Christie B. Kelly | 66,225 | <1% | 6,233 |
- Anti-hedging policy prohibits hedging transactions by trustees; ownership guideline requires 5x annual cash retainer over five years (compliance by individual trustees not separately disclosed) .
- No pledging disclosed for Kelly; pledging noted for other individuals (e.g., John A. Kite; Steven P. Grimes) in principal shareholder footnotes .
Governance Assessment
- Board effectiveness and independence: Kelly serves on both Audit and Corporate Governance committees, with the Board affirming her independence and financial expertise—supportive of robust oversight of financial reporting, risk, and governance .
- Engagement: Board/committee meeting cadence and attendance thresholds were met in 2024; trustees collectively attended the annual meeting, indicating baseline engagement .
- Alignment: Director compensation mix balances cash retainer and time-vested equity; ownership guidelines (5x retainer) promote longer-term alignment; anti-hedging policy further supports alignment .
- Conflicts/related parties: KRG disclosed related-person transactions involving entities affiliated with the CEO and COO (Conrad Indianapolis; Pan Am Plaza assignment), each reviewed/approved by independent trustees and a special committee; no related-party disclosures involving Kelly .
- Shareholder signals: Strong 2024 say-on-pay support (97.7%) and compensation governance (independent consultant Ferguson Partners Consulting) reflect constructive investor sentiment and disciplined pay practices (executive), indirectly reinforcing overall governance quality .
Bold signals:
- Independence and audit expertise on key committees—positive for investor confidence .
- No Kelly-specific related-party transactions or pledging—no direct red flags identified .
- Ongoing director equity and ownership guidelines support skin-in-the-game; individual compliance status not disclosed .
Potential watchpoints:
- Company-level related-party arrangements exist (CEO/COO family affiliations) though reviewed by independent trustees; continue monitoring approvals and terms for robustness .
- Confirm continued attendance and committee workload given dual committee membership; Board policy limits overboarding (≤3 other public company boards; ≤2 audit committees for Audit members) mitigates risk .