Bradley J. Preber
About Bradley J. Preber
Independent director of LTC Properties since 2024; age 65. Former CEO of Grant Thornton LLP (2019–2022), prior Chair of its Board (Dec 2018–Jun 2019) and director (2014–2022). Brings four decades in financial leadership, risk assessment and cybersecurity oversight; designated by the Board as an “audit committee financial expert.” Serves as Chair of LTC’s Audit Committee and is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Chief Executive Officer | Jun 2019 – Aug 2022 | Led firm operations; oversight of risk and technology initiatives. |
| Grant Thornton LLP | Chair, Board of Directors | Dec 2018 – Jun 2019 | Board leadership during strategic and governance oversight. |
| Grant Thornton LLP | Director | 2014 – 2022 | Member, Risk Committee and International Technology & Innovation Committee. |
| National audit/tax/advisory firms (prior) | Partner | Prior to GT tenure | Responsible for accounting, financial reporting, and controls. |
| Center for Audit Quality | Member | Since Jun 2019 | Professional body participant focused on audit quality. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Plaza Group (private) | Director; Audit Committee Chair | Not disclosed | Private entity; audit oversight role. |
| Dine Development Company (private) | Director | Not disclosed | Private entity. |
| PKF O’Connor Davies (accounting & advisory firm) | Director | Since Jan 2025 | Accounting/advisory firm; not LTC’s auditor. |
| University of New Mexico Foundation | Trustee | Since Jan 2021 | Non-profit board role. |
Board Governance
- Committee assignments (2024–2025): Audit Committee Chair; member of Compensation, ESG, Investment, and Nominating & Corporate Governance (NCGC). All committee members, including Mr. Preber, are independent under NYSE standards.
- Audit Committee effectiveness: Met 6 times in 2024; discussed audited financials with EY; received PCAOB-required independence communications; met with EY five times, including two sessions without management; recommended inclusion of audited financials in the 2024 Form 10-K.
- Full Board effectiveness: Board held 8 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Risk and cybersecurity oversight: Audit Committee reviews policies for information security and data protection; Board/Audit receive quarterly cyber reports; third‑party testing and cyber insurance are in place; no material cyber incidents or losses over the past three years.
- Independence: Board determined all directors except the Executive Chair (Ms. Simpson) are independent per NYSE standards.
Committee Composition and Meetings (2024)
| Committee | Role | Meetings |
|---|---|---|
| Audit | Chair (Preber) | 6 |
| Compensation | Member | 7 |
| ESG | Member | 4 |
| Investment | Member | 5 |
| NCGC | Member | 4 |
Fixed Compensation
Director Compensation – Year Ended Dec 31, 2024
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Bradley J. Preber | $67,000 (from May 2024 appointment) | $110,000 | $177,000 |
Footnote: Cash fees represent service from appointment in May 2024 through Dec 31, 2024.
Quarterly Fee Schedule in 2024
| Type of Fee | Jan–May 2024 | Jun–Dec 2024 |
|---|---|---|
| Quarterly Retainer | $15,000 | $17,500 |
| Lead Independent Director Retainer | $2,500 | $6,250 |
| Audit Committee Chair Retainer | $6,250 | $6,250 |
| Compensation Committee Chair Retainer | $6,250 | $6,250 |
| ESG Committee Chair Retainer | $6,250 | $6,250 |
| Investment Committee Chair Retainer | $6,250 | $6,250 |
| NCGC Chair Retainer | $6,250 | $6,250 |
| Committee Membership Fee (per committee) | $1,250 | $1,250 |
Performance Compensation
2024 Director Equity Awards and Vesting
| Grant | Shares | Price/Share | Approx. Grant Value | Vesting |
|---|---|---|---|---|
| 2024 Annual Non‑Employee Director RSA | 3,179 | $34.60 | ~$110,000 | Vests on earlier of May 22, 2025 (one‑year anniversary) or the date of the next annual meeting. |
- Unvested RSAs at 12/31/2024: 3,179; Options outstanding: 0.
- Directors receive equity under the 2021 Equity Participation Plan (RSAs or NQ options may be granted; 2024 used RSAs).
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| PKF O’Connor Davies | Accounting & advisory firm | Director (since Jan 2025) | LTC’s auditor is Ernst & Young LLP; Audit Committee pre-approves all EY services; no disclosed related‑party transactions. |
| The Plaza Group | Private | Director; Audit Chair | Private entity; no LTC related‑party transactions disclosed. |
| Dine Development Company | Private | Director | Private entity; no LTC related‑party transactions disclosed. |
No other public company directorships were disclosed for Mr. Preber in LTC’s 2025 proxy.
Expertise & Qualifications
- Audit committee financial expert; accounting and financial management expertise under SEC/NYSE standards.
- Extensive background in risk management and cybersecurity oversight from public accounting leadership roles.
- Broad governance and compensation exposure as a member of Compensation, ESG, Investment, and NCGC committees.
Equity Ownership
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Bradley J. Preber | 3,179 | <1% | 45,887,855 shares outstanding used for % calculation. |
Director Equity Status (as of Dec 31, 2024)
| Security | Unvested | Exercisable/Outstanding Options |
|---|---|---|
| Restricted Common Stock | 3,179 | — |
- Stock ownership guidelines: Independent directors are expected to hold stock equal to 5x annual retainer within five years of election; all independent directors either meet the minimum or are within the five‑year period to achieve it.
Insider Trades
- No Form 4 transactions for “Bradley J. Preber” in LTC common stock were found between 2024-01-01 and 2025-11-20 (per insider-trades skill query).
Related-Party Transactions and Conflicts
- LTC Related Persons Transactions Policy requires Board approval for any related‑party transaction >$120,000; factors include fairness, business rationale, independence, and conflicts.
- There were no transactions within the scope of the policy since the beginning of 2024, nor any currently proposed.
- Auditor oversight and independence: All audit, audit‑related, and tax services by EY were pre‑approved; Audit Committee Chair has delegated authority to pre‑approve non‑audit services subject to reporting to the full committee; Audit Committee concluded non‑audit services were compatible with auditor independence.
Governance Assessment
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Strengths
- Financial rigor and independence: Preber chairs the Audit Committee, is designated an audit committee financial expert, and the committee engages with EY independently, including sessions without management—hallmarks of strong oversight.
- Broad committee engagement: Simultaneous service on Compensation, ESG, Investment, and NCGC provides cross‑functional visibility into incentive structures, ESG risks, capital allocation, and governance practices.
- Alignment: Director equity grants with one‑year vesting and stock ownership guidelines (5x retainer within five years) promote alignment; Preber’s 2024 mix skews toward equity ($110k stock vs $67k cash).
-
Watchpoints
- Ownership scale: As a newer director, current beneficial ownership is modest (3,179 shares), though within the five‑year window to meet director ownership guidelines.
- External board at an accounting/advisory firm (PKF O’Connor Davies): While not LTC’s auditor (EY serves that role) and no related‑party transactions are disclosed, continued monitoring is prudent for any evolving service relationships across LTC’s ecosystem.
-
Red Flags
- None identified: No related‑party transactions, no independence exceptions, no attendance shortfalls disclosed (each director ≥75%), and robust auditor independence procedures are in place.