Derrick Burks
About Derrick Burks
Derrick Burks (age 68) is KRG’s Lead Independent Trustee (since 2024) and has served on the Board since March 2021; he chairs the Compensation Committee and is a member of the Audit Committee . He is a former EY partner (2002–2017) and Indianapolis Office Managing Partner (2004–2017); previously at Arthur Andersen (1978–2002), serving three years as Indianapolis Managing Partner; he holds a B.S. in Accounting from Indiana University . The proxy highlights his deep REIT/audit, M&A, capital markets, enterprise risk and SEC expertise; the Board classifies him as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; Managing Partner, Indianapolis office | Partner 2002–2017; Office MP 2004–2017 | Led local practice; extensive REIT, audit/SEC and transaction experience |
| Arthur Andersen LLP | Various roles; Managing Partner, Indianapolis office | 1978–2002; MP for three years | Public company audit leadership; client service across industries |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Equity LifeStyle Properties, Inc. (NYSE: ELS) | Director | Since Feb 2021 | Committee roles not specified in KRG proxy |
| Duke Energy Corporation (NYSE: DUK) | Director | Since Mar 2022 | Committee roles not specified in KRG proxy |
| Vectren Corporation (sold 2019) | Director | 2017–2019 | Audit Committee and Finance Committee |
| Indiana University Foundation | Director | Since 2019 | — |
| Heart Change Ministries, Inc. | Director | Since 2018 | — |
| IU Kelley School Dean’s Advisory Council | Member | — | — |
Board Governance
- Independence and leadership: Independent trustee; currently Lead Independent Trustee with authority to set agendas, liaise between Board/CEO and independents, and preside over executive sessions held at least quarterly .
- Committees and expertise: Compensation Committee Chair (met 5 times in 2024); Audit Committee member (met 4 times in 2024). All members of both committees are independent; Board determined all Audit Committee members are “audit committee financial experts” .
- Attendance and engagement: Board met 4 times in 2024; each trustee attended at least 75% of Board/committee meetings, and all trustees attended the annual meeting .
- Related-party oversight: No significant related-party transactions currently; Corporate Governance & Nominating Committee reviews related-party transactions .
- Interlocks: No Compensation Committee interlocks in 2024; Burks serves as Comp Committee Chair with Coleman and O’Reilly, all independent .
Fixed Compensation
KRG Non‑Employee Trustee Compensation Schedule (service period: 2024–2025)
| Element | Amount/Terms |
|---|---|
| Annual Cash Retainer | $85,000 |
| Annual Equity (Common Shares) | $130,000 (time‑vested, 1‑year vest) |
| Committee Member Fees (Cash) | Audit: $12,500; Compensation: $10,000; Corporate Governance & Nominating: $10,000 |
| Committee Chair Fees (Cash) | Audit: $25,000; Compensation: $20,000; Corporate Governance & Nominating: $20,000 |
| Lead Independent Trustee Fee (Cash) | $35,000 |
| Other Features | Cash retainers may be deferred into fully‑vested deferred share units; new trustees receive 750 restricted common shares vesting after 1 year |
2024 Actual KRG Director Compensation – Derrick Burks
| Year | Fees Paid in Cash | Common Share and Unit Awards (Grant-Date FV) | Total |
|---|---|---|---|
| 2024 | $132,917 | $130,020 | $262,937 |
Outstanding Unvested Restricted Shares (12/31/2024)
| Name | Unvested Restricted Common Shares |
|---|---|
| Derrick Burks | 6,233 |
Notes: Annual common share grants vest over one year; cash retainers can be taken as deferred share units; initial joining grant of 750 restricted shares vests in one year .
Performance Compensation
- KRG does not use performance-vested equity or cash metrics for non‑employee directors; director equity awards are time‑based (one‑year vest); no stock options disclosed for directors in 2024 .
Other Directorships & Interlocks
- Current public company boards: ELS (since 2021), DUK (since 2022) .
- Prior public company board: Vectren (2017–2019), Audit and Finance Committees .
- Compensation Committee interlocks: None in 2024 (per SEC definition) .
Expertise & Qualifications
- Financial/audit expertise: Former EY and Arthur Andersen managing partner; Board deems all Audit Committee members, including Burks, as “audit committee financial experts” .
- Domain experience: >25 years focused on real estate/REITs; M&A, capital markets, enterprise risk, SEC matters; CPA background; prior AICPA/Indiana CPA Society membership; former Indiana State Board of Accountancy Commissioner .
Equity Ownership
| As of/Item | Amount |
|---|---|
| Beneficial Ownership (Shares and Units) as of Mar 26, 2025 | 25,570; less than 1% of shares outstanding |
| Unvested Time‑Based Restricted Shares (12/31/2024) | 6,233 |
| Pledging | No pledge disclosure for Burks in proxy footnotes; pledges disclosed for CEO and Steven P. Grimes (not Burks) |
| Ownership Guidelines | Non‑employee trustees must own 5x annual cash retainer within 5 years of joining Board |
Governance Assessment
- Positives: Independent Lead Trustee with clear authority and regular CEO engagement; independent committees; strong audit literacy; Comp Committee chaired by Burks met 5x in 2024; Audit Committee met 4x; at least 75% attendance and full annual meeting attendance; robust anti‑hedging policy applies to trustees; no significant related‑party transactions; no comp committee interlocks .
- Pay governance under his committee: Shareholder support for say‑on‑pay was ~97.7% in 2024; committee engages independent consultant (Ferguson Partners) and uses a defined retail REIT peer group, reviewed annually .
- Alignment: Director pay includes a significant equity component with one‑year vest; ownership guideline set at 5x cash retainer; deferral into share units permitted; no Burks-specific pledging disclosed .
- Watch items: Multiple external public boards (ELS, DUK) increase time commitments, though Board‑level attendance thresholds were met in 2024 and committee schedules appear manageable (4–5 meetings) .
RED FLAGS: None identified specific to Burks in the latest proxy—no related‑party exposure, no interlocks, and no pledging disclosed for him .