Steven P. Grimes
About Steven P. Grimes
Independent trustee of Kite Realty Group Trust (KRG) since October 2021; age 58. Former CEO and director of Retail Properties of America, Inc. (RPAI) prior to its October 2021 merger into KRG; B.S. in Accounting from Indiana University. Active in NAREIT, International Council of Shopping Centers, and The Real Estate Roundtable. KRG’s Board has determined he is independent under NYSE rules notwithstanding his prior RPAI role, and he serves on the Audit Committee; KRG states every Audit Committee member is an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Retail Properties of America, Inc. (RPAI) | Chief Executive Officer; Director | CEO 2009–Oct 2021; Director since 2011 until merger | Led portfolio and strategy until merger with KRG . |
| RPAI | President; CFO; COO; Treasurer | President 2009–2018; CFO 2007–2011; COO 2007–2009; Treasurer 2008–2011 | Senior finance and operations leadership . |
| Inland Western Retail Real Estate Advisory Services, Inc. | PFO/Treasurer; CFO | 2004–2007 | Real estate advisory finance leadership . |
| Cohen Financial | Director | Prior to 2004 | Mortgage brokerage experience . |
| Deloitte & Touche LLP | Senior Manager (Real Estate) | Prior to Cohen | National deputy real estate industry leader . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NAREIT; ICSC; The Real Estate Roundtable | Member | Ongoing | Active industry engagement . |
| Other current public company boards | — | — | None disclosed in KRG proxy . |
Board Governance
- Independence: Board affirmed Grimes is independent; Board expressly considered his prior CEO tenure at RPAI when making the determination .
- Committees: Audit Committee member; KRG states every Audit Committee member is an “audit committee financial expert” under SEC rules .
- Attendance and engagement: In 2024, the Board met four times; each trustee attended at least 75% of Board/committee meetings and all trustees attended the 2024 annual meeting. Executive sessions of non-management trustees are held at least quarterly .
- Board service policy limits: Trustees should not serve on more than three other public boards; Audit Committee members: no more than two other public company audit committees .
Fixed Compensation
Director pay structure (annual; paid quarterly) and Grimes’s actuals.
| Item | 2023–2024 Program | 2024 (paid for FY2024 service) | 2023 (paid for FY2023 service) |
|---|---|---|---|
| Cash retainer | $85,000 | $85,000 (program) | $85,000 (program) |
| Committee member fee (Audit) | $12,500 | $12,500 (Grimes is Audit member) | $12,500 |
| Committee chair fee | $0 (not a chair) | $0 | $0 |
| Lead independent trustee fee | $0 (not Lead) | $0 | $0 |
| Equity (annual grant) | $130,000 (restricted common shares) | $130,000 grant-date value | $130,000 grant-date value |
| Total cash actually paid (Grimes) | — | $97,500 (retainer + Audit member fee) | $97,500 |
| Total equity (Grimes) | — | $130,020 grant-date fair value | $130,008 grant-date fair value |
| Total compensation (Grimes) | — | $227,520 | $227,508 |
Notes:
- Annual equity is time-based restricted common shares with one-year vesting; new trustees receive an initial 750 restricted shares vesting after one year .
- Trustees may elect to defer cash into fully vested deferred share units with dividend equivalents under the Trustee Deferred Compensation Plan .
Performance Compensation
| Component | Structure | 2024 Status |
|---|---|---|
| Performance-based pay | None for trustees; equity is time-based, not contingent on performance | No performance metrics apply to director equity; equity vests on time basis . |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Grimes in KRG proxy .
- Prior public company boards: Director of RPAI until the October 2021 merger into KRG .
- Compensation committee interlocks: KRG disclosed no interlocks in 2024; Grimes is not on KRG’s Compensation Committee .
Expertise & Qualifications
- Real estate CEO/CFO/COO experience across public REIT platforms (RPAI; Inland Western advisory); deep capital markets, audit, and real estate operating expertise; B.S. in Accounting (Indiana University) .
- Audit Committee financial expert designation (as a member of a committee where each member is designated) .
- Active participation in key industry bodies (NAREIT, ICSC, Real Estate Roundtable) .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares/OP units/vested LTIP units redeemable within 60 days) | 705,002; <1% of shares outstanding . |
| Unvested director equity outstanding (12/31/2024) | 6,233 unvested restricted common shares . |
| Shares pledged | All shares held by Grimes were pledged under a loan management agreement with an investment bank (as of Mar 26, 2025) . |
| Director ownership guideline | Trustees must own ≥5× annual cash retainer within five years of joining Board . |
Governance Assessment
-
Positives
- Independent director with extensive REIT CEO/CFO experience; brings financial and operating depth to Audit oversight; designated among Audit Committee “financial experts” .
- Compensation structure aligns directors with shareholders via equity retainer; pay levels consistent with program (cash retainer + Audit member fee + equity) .
- Board practices: majority independent, independent committees, quarterly executive sessions, ownership guidelines for directors .
-
Risks/RED FLAGS
- Pledging: All of Grimes’s KRG shares are pledged under a loan management agreement—this introduces counterparty/forced-sale risk and is generally viewed negatively by governance best practices (company discloses anti-hedging policy but not a prohibition on pledging) .
- Attendance detail not individualized; only aggregate disclosure of ≥75%—no red flag indicated, but lack of individual attendance transparency limits precision for engagement assessment .
- Related party transactions: Company discloses “no significant related party transactions,” but continued monitoring remains prudent given prior senior role at RPAI (Board considered this for independence) .
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Implications for investors
- Grimes adds credible audit/real estate expertise to the Board, supporting financial reporting quality and risk oversight. However, the full-pledge of his KRG shares is a governance concern that can misalign incentives in stress scenarios; investors may wish to engage for de-pledging commitments or enhanced guardrails .