Victor J. Coleman
About Victor J. Coleman
Victor J. Coleman is an independent trustee of Kite Realty Group Trust (KRG), serving on the Board since November 2012. He is 63 years old, holds an MBA from Golden Gate University and a B.A. in History from the University of California, Berkeley, and is currently the CEO and Chairman of Hudson Pacific Properties (NYSE: HPP), bringing real estate investment and public REIT leadership expertise to KRG’s Board . The Board has affirmatively determined Mr. Coleman to be independent under NYSE rules .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Hudson Capital (predecessor to HPP) | Founder and Managing Partner | Not disclosed | Built platform that preceded HPP IPO; real estate investment leadership |
| Douglas Emmett, Inc. (public company) | Former Board Member | Not disclosed | Additional public company board experience |
External Roles
| Organization | Role | Tenure (if disclosed) | Notes |
|---|---|---|---|
| Hudson Pacific Properties, Inc. (NYSE: HPP) | Chief Executive Officer and Chairman | Since IPO in 2010 | Public REIT CEO/Chair; capital markets and investor insight |
| Ronald Reagan UCLA Medical Center | Board Member | Not disclosed | Non-profit board service |
| Fisher Center for Real Estate & Urban Economics | Board Member | Not disclosed | Industry thought leadership |
| Young Presidents’ Organization (YPO) Gold Los Angeles | Member | Not disclosed | Executive network |
| Los Angeles Sports & Entertainment Commission / ChampionLA | Board/Philanthropic initiative | Not disclosed | Community engagement |
| NAREIT Advisory Board of Governors | Member | Not disclosed | REIT industry governance |
| Vegas Golden Knights (NHL) | Investor | Not disclosed | Private investment |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent trustee (Board determination) |
| Committee Assignments | Compensation Committee member (with Derrick Burks, Chair, and David R. O’Reilly) |
| Committee Activity | Compensation Committee met 5 times in 2024 |
| Board Attendance | In 2024, Board met 4 times; each trustee attended at least 75% of Board and applicable committee meetings |
| Lead Independent Trustee | Derrick Burks (since 2024); presides over executive sessions held at least once each quarter |
| Executive Sessions | Non-management trustees meet in executive session at least quarterly; led by the Lead Independent Trustee |
The company states it has entirely independent Board committees and no significant related party transactions currently, supporting governance quality .
Fixed Compensation (Non-Employee Trustee Pay – FY2024)
| Component | Amount/Terms | Source |
|---|---|---|
| Fees Paid in Cash (Coleman) | $47,543 | 2025 DEF 14A |
| Equity and Unit Awards (Coleman) | $177,477 total: includes annual restricted share grant plus DSUs elected under Trustee Plan | 2025 DEF 14A |
| Total (Coleman) | $225,020 | 2025 DEF 14A |
| Unvested Restricted Common Share Awards at 12/31/2024 | 6,233 shares (Coleman) | 2025 DEF 14A |
| Standard Trustee Retainer (2024–2025 service year) | $85,000 cash annual retainer; $130,000 equity grant; Committee Member fees: Audit $12,500, Compensation $10,000, Governance $10,000; Committee Chair fees: Audit $25,000, Compensation $20,000, Governance $20,000; Lead Independent Trustee fee $35,000 | 2025 DEF 14A |
| Deferred Compensation Plan | Trustees may elect to defer eligible cash fees into fully vested Deferred Share Units (DSUs) credited with dividend equivalents | 2025 DEF 14A |
Detail on Coleman’s 2024 DSUs and Equity:
- Annual equity: 6,233 restricted common shares with grant date fair value $130,020 (annual grant dated May 30, 2024; shares determined using May 29, 2024 close) .
- DSUs (elected portion of fees): 2,043 DSUs via four quarterly grants (519 units at $11,864; 547 units at $11,859; 530 units at $11,862; 447 units at $11,872) .
Performance Compensation
For non-employee trustees, equity is time-based, not performance-based.
| Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Common Shares (Annual) | May 30, 2024 | 6,233 | $130,020 | One-year vesting | None (time-based) |
| Deferred Share Units (DSUs) | 2024 quarterly grants | 519 / 547 / 530 / 447 | $11,864 / $11,859 / $11,862 / $11,872 | Fully vested upon grant (deferred until board service ends) | None (fee deferral) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock Risk Indicator |
|---|---|---|---|
| Hudson Pacific Properties, Inc. (NYSE: HPP) | CEO and Chairman | Not disclosed | Company reported no Compensation Committee interlocks in 2024; KRG’s Comp Committee members (Burks, Coleman, O’Reilly) are all independent |
Expertise & Qualifications
- Real estate investment and REIT leadership (CEO/Chair of a public REIT) with capital markets acumen; brings investor and industry perspective to KRG .
- Education: MBA (Golden Gate University), B.A. History (UC Berkeley) .
- Industry affiliations and recognitions: NAREIT Advisory Board, multiple civic/industry boards, and prior public company board service .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Shares/Units) | 89,760; less than 1% of shares outstanding |
| Unvested Restricted Shares (12/31/2024) | 6,233 |
| Stock Ownership Guideline (Trustees) | Required to own ≥5x annual cash retainer within 5 years of joining Board |
| Anti-Hedging Policy | Trustees prohibited from hedging company stock |
| Pledging | Not specifically disclosed in cited sections; no significant related party transactions currently disclosed |
Say-on-Pay & Shareholder Feedback (Signal of Compensation Governance)
- 2025 Say-on-Pay (Advisory) voting: For 179,778,967; Against 6,929,312; Abstain 656,125; Broker Non-Votes 10,767,223 .
- 2024 Say-on-Pay result (for 2023 pay): approximately 97.7% support, indicating strong shareholder endorsement of compensation practices .
Compensation Committee Analysis (as applicable to Coleman’s committee service)
- Composition: Derrick Burks (Chair), Victor J. Coleman, David R. O’Reilly; all independent .
- Activity: 5 meetings in 2024 .
- Consultant: Ferguson Partners Consulting engaged as independent compensation consultant to advise on NEO compensation .
- Interlocks: None in 2024 (per SEC proxy rules definition) .
Governance Assessment
- Independence and Engagement: Independent status with participation on an active Compensation Committee (5 meetings), and Board-wide attendance at or above 75% standard in 2024 support engagement .
- Alignment: Compensation structure mixes cash with time-based equity; Coleman also elected DSUs, increasing equity exposure and alignment with shareholders .
- Shareholder Confidence Signals: Strong say-on-pay outcomes in 2024 and 2025 signal investor comfort with compensation governance under the oversight of committees that include Coleman .
- Conflicts/Related Parties: Company discloses no significant related party transactions and maintains anti-hedging policy; ownership guidelines for trustees (5x retainer) further align incentives .
- Watch Item: External CEO/Chair role at HPP may pose time-commitment considerations typical for multi-role directors; however, KRG reports adequate attendance and fully independent committees mitigating risk .
No red flags identified in filings regarding related-party transactions, hedging, or compensation committee interlocks. Continue to monitor attendance, DSU/equity elections versus cash, and any future disclosures on pledging or related-party matters .