Cornelia Cheng
About Cornelia Cheng
Independent director of LTC Properties since 2021; age 57. Appointed effective April 1, 2021 and currently chairs the Board’s Environmental, Social, and Governance (ESG) Committee; member of Audit, Compensation, Investment, and Nominating & Corporate Governance committees. Background spans managing director roles at MGG Investment Group and Brightwood Capital Advisors with extensive debt capital markets expertise; prior financial leadership at Prudential Capital Group, CIBC World Markets, and First Interstate Bank. The Board has affirmatively determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGG Investment Group LP | Managing Director, Western Region; ESG Committee member | Apr 2022–Nov 2023 | Originated/underwrote senior debt, unitranche, mezzanine, minority equity; ESG committee participation |
| Brightwood Capital Advisors, LLC | Managing Director, Western Region Investments | Aug 2019–Apr 2022 | Focused on debt/minority equity across Health Care Services, Business Services, TMT, Franchising, Transportation & Logistics |
| Independent Consultant | Consultant | Jan 2019–Aug 2019 | Advisory work |
| Prudential Capital Group | Financial leadership positions | Not disclosed | Underwrote LTC’s debt relationship historically per press release context |
| CIBC World Markets | Senior Associate (prior role) | Not disclosed | Capital markets experience |
| First Interstate Bank | Financial leadership positions | Not disclosed | Banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Association for Corporate Growth – Los Angeles Chapter | Director; Chairs Diversity, Equity and Inclusion Committee; Co-chairs DEI taskforce; Member of Executive, Communications, and Contents Committees | Not disclosed | DEI leadership; governance engagement |
Board Governance
- Independence: Board determined Cheng (and all current directors other than Executive Chairman Wendy Simpson) is independent under NYSE standards.
- Committee assignments and chair roles:
- ESG Committee: Chair; independent composition; four meetings in 2024.
- Audit Committee: Member; independent composition; six meetings in 2024.
- Compensation Committee: Member; independent composition; seven meetings in 2024.
- Investment Committee: Member; independent composition; five meetings in 2024.
- Nominating & Corporate Governance Committee: Member; independent composition; four meetings in 2024.
- Attendance: Board held eight meetings in 2024; each Board member attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting.
- Lead independent director: Boyd W. Hendrickson; empowered to call executive sessions; presides at sessions of independent directors.
- Initial appointment: Board elected Cheng March 16, 2021, effective April 1, 2021; Board formed a new ESG/Diversity committee with Cheng as Chair.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 6 |
| Compensation | Member | 7 |
| ESG | Chair | 4 |
| Investment | Member | 5 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $107,000 | Quarterly retainer and committee fees per schedule below |
| Stock Awards (Grant-date fair value) | $110,000 | RSAs granted; see Equity Awards |
| Total | $217,000 | — |
Quarterly fee schedule in effect during 2024 (non-employee directors):
| Type of Fee | Jan–May 2024 | Jun–Dec 2024 |
|---|---|---|
| Quarterly Director Retainer | $15,000 | $17,500 |
| Lead Independent Director Retainer | $2,500 | $6,250 |
| Committee Chair Retainer (Audit, Compensation, ESG, Investment, NCGC) | $6,250 | $6,250 |
| Committee Membership Fee (per committee) | $1,250 | $1,250 |
Performance Compensation
- Director equity is time-based restricted stock; no director PSUs or options were outstanding. RSAs vest on the earlier of the one-year anniversary or the next annual meeting; no performance metrics disclosed for director equity grants.
| Equity Award (2024 Outstanding) | Shares | Grant Price | Grant Value | Vesting |
|---|---|---|---|---|
| Unvested Restricted Common Stock | 3,179 | $34.60 per share | ~$110,000 | Earlier of May 22, 2025 or next annual meeting |
Other Directorships & Interlocks
- Public company boards: None disclosed for Cheng.
- Compensation Committee interlocks: None; committee comprised solely of independent directors.
Expertise & Qualifications
- Board-level ESG leadership; chairs ESG Committee overseeing strategy, policy, performance, and risk/reporting standards.
- Financial services leadership and debt capital markets expertise across direct lending and private credit; industry coverage includes health care services and REIT financing.
- Active involvement in Audit Committee oversight (financial reporting, risk, cybersecurity) and Investment Committee advice on acquisitions/dispositions/loan originations.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Cornelia Cheng | 14,071 | <1% | Sole voting/investment power unless noted |
| Unvested RSAs (director equity) | 3,179 | — | Time-based vesting (see above) |
| Options | — | — | None outstanding |
- Stock ownership guidelines: Independent directors must hold 5x annual retainer within five years of election; all executive officers and independent directors are either compliant or within the five-year period to achieve.
- Hedging/pledging: Prohibited for directors and executive officers; no pre-clearance exceptions.
Governance Assessment
- Positive signals: Full independence of committees; ESG oversight chaired by Cheng; documented cybersecurity oversight; majority voting standard; annual elections.
- Attendance and engagement: ≥75% attendance for all directors and all attended annual meeting; Cheng serves on all five committees, indicating high engagement.
- Pay alignment: Director pay mix balanced between cash retainers and annual RSAs; no options; time-based vesting aligns with service continuity; no performance equity for directors (appropriate for REIT governance norms).
- Shareholder sentiment: Say-on-pay received ~92% support in 2024 (for executives), signaling broader investor confidence in compensation governance.
- Conflicts and red flags: No related party transactions; strict anti-hedging/pledging policy; no interlocks; independence affirmed.
RED FLAGS
- None identified specific to Cheng: No related-party transactions; no pledging/hedging; independent status affirmed; attendance threshold met.