David L. Gruber
About David L. Gruber
Independent director of LTC Properties since July 2023 (age 55). He is a capital markets and investment consultant at Venture Visionary Partners (since February 2024) following a 25-year career at KeyBanc Capital Markets, where he served as Managing Director and Head of Equity Capital Markets, chaired the Equity Commitment and Capital Commitment Committees, and led corporate finance and equity offerings with governance, compliance, and risk management oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venture Visionary Partners | Capital Markets & Investment Consultant | Feb 2024–present | Advises on capital markets and investments |
| KeyBanc Capital Markets | Managing Director, Head of Equity Capital Markets | c. 1997–Dec 2022 (25-year career; retired Dec 2022) | Chaired Equity Commitment and Capital Commitment Committees; led equity offerings, corporate finance; governance/compliance/risk responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cleveland Central Catholic High School (Cleveland, OH) | Advisory Board Member | Current | Nonprofit advisory role |
| Various nonprofits | Board service | Prior service | Has served on numerous nonprofit organization boards (not specified) |
Board Governance
| Committee | Member | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Yes | No | 6 |
| Compensation Committee | Yes | No | 7 |
| Environmental, Social & Governance (ESG) Committee | Yes | No | 4 |
| Investment Committee | Yes | Yes | 5 |
| Nominating & Corporate Governance Committee | Yes | No | 4 |
- Independence: The Board affirmed all directors and 2025 nominee Hawken are independent except Executive Chairman Wendy L. Simpson; all Board committees are composed solely of independent directors .
- Lead Independent Director: Boyd W. Hendrickson; LID can call meetings of independent directors and presides over executive sessions .
- Attendance: The Board held eight meetings in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Annual self-assessments of Board and committees are conducted per Corporate Governance Guidelines .
Fixed Compensation (Director Pay)
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $98,000 | 2024 cash fees as a non-employee director |
| Stock Awards (grant-date fair value) | $110,000 | Annual director equity grant |
| Total 2024 Compensation | $208,000 | Sum of cash and stock awards |
Quarterly fee schedule in 2024 (for context):
- Quarterly retainer: $15,000 (Jan–May); $17,500 (Jun–Dec) .
- Quarterly committee membership fee (per committee): $1,250 (unchanged) .
- Quarterly committee chair retainers: Audit, Compensation, ESG, Investment, Nominating & Corporate Governance: $6,250 each (unchanged) .
- Quarterly Lead Independent Director retainer: $2,500 (Jan–May); $6,250 (Jun–Dec) .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Price/Value | Vesting |
|---|---|---|---|---|
| Restricted Common Stock (RSA) | 2024 Annual Meeting | 3,179 shares | $34.60 per share (~$110,000) | Vests on the earlier of May 22, 2025 (1-year anniversary) or the date of the next annual meeting |
- Directors participate in the 2021 Equity Participation Plan; 2024 non-employee director awards were time-based RSAs; no performance metrics apply to director equity; unvested at 12/31/24: 3,179 shares .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Private/Nonprofit boards | Advisory Board, Cleveland Central Catholic High School; prior service on numerous nonprofit boards |
| Compensation Committee interlocks | None for LTC’s Compensation Committee in 2024; all members independent |
Expertise & Qualifications
- Multi-decade equity capital markets leadership (Head of ECM at KeyBanc), including chairing capital commitment committees and leading equity offerings; relevant for LTC’s financing, capital allocation, and underwriting oversight .
- Governance, compliance, and risk management experience from senior capital markets roles; aligns with Audit, Compensation, ESG, and NCGC responsibilities .
- Current Chair of LTC’s Investment Committee, advising on investment selection, policies, and Board approvals; committee met five times in 2024 .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (as of 3/31/2025) | 21,535 shares | <1% of outstanding (star in table denotes <1%) |
| Unvested RSAs (12/31/2024) | 3,179 shares | 2024 director grant; one-year vest or next annual meeting |
| Pledged/Hedged shares | Not permitted | Company prohibits pledging and hedging; all executives/directors were in compliance during 2024 |
| Stock ownership guideline (Independent Directors) | 5x annual retainer; 5 years to achieve | All executive officers and independent directors either meet the guideline or are within the five-year compliance window; quarterly reporting to NCGC |
Governance Assessment
- Strengths: Fully independent director; serves on all five committees and chairs Investment Committee, signaling deep engagement in capital deployment and portfolio oversight . Attendance threshold met at Board/committee level in 2024; all directors attended the 2024 annual meeting, supporting engagement . No related-party transactions involving directors/officers since the beginning of 2024; Audit Committee oversees related-party review . Anti-pledging/anti-hedging policy with confirmed compliance in 2024; robust clawback for executives; committees composed solely of independents . Strong say-on-pay support (≈92% approval in 2024), indicating shareholder confidence in pay governance .
- Potential watch items: Board leadership combines an Executive Chairman with a Lead Independent Director structure; while mitigated by a strong LID charter and independent committees, investors often monitor efficacy of independent oversight under this model .
- Compensation alignment for directors: Balanced mix of cash and time-based RSAs; no options; standard retainers adjusted mid-2024; structure avoids performance-linked director pay, in line with governance best practices to maintain board objectivity .
Additional Reference Details
- Independence status: Board determined he is independent; committees are all-independent .
- Lead Independent Director authorities and executive sessions outlined; LID currently Boyd W. Hendrickson .
- Committee mandates: Audit (financial reporting, risk, cybersecurity, related-party oversight), Compensation (exec comp, plans), ESG (strategy, performance, disclosure), Investment (investments/policies), NCGC (board composition, governance, ethics, succession) .
- Related-party transactions: None since beginning of 2024; policy requires disinterested board approval for >$120k transactions involving related persons .
- Section 16 compliance: All directors and officers complied in 2024; one late filing pertained to Dr. Triche, not Mr. Gruber .
- Say-on-Pay: ~92% approval in 2024; Board/Comp Committee view this as support for program structure .