Jeffrey C. Hawken
About Jeffrey C. Hawken
Jeffrey C. Hawken (age 66) is nominated as an independent director at LTC Properties for election at the 2025 Annual Meeting; if elected, he will succeed long-time director Boyd W. Hendrickson . He brings forty years of commercial real estate experience, including more than two decades as EVP and COO of Kilroy Realty Corporation (NYSE: KRC), overseeing operations, asset/property management, legal affairs, and serving on its investment committee; he is a licensed California Real Estate Broker . The Board has affirmatively determined he meets LTC’s independence standards under NYSE rules; his independence status is explicitly recognized in the proxy as a nominee . As a nominee new to LTC’s Board, his tenure at LTC will commence upon election; he currently has no disclosed share ownership of LTC as of March 31, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kilroy Realty Corporation (NYSE: KRC) | Executive Vice President and Chief Operating Officer | January 1997 to July 2020 | Oversaw operations including asset/property management, legal affairs; served on KRC’s investment committee; oversight of leasing, acquisitions/dispositions, insurance risk management, HR |
| Kilroy Industries (pre-KRC IPO) | Senior operating role managing real estate portfolio | Joined 1980; served prior to KRC IPO | Served on acquisitions and executive committees; responsible for management and operations of the real estate portfolio |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Southern California Lusk Center for Real Estate | Executive Committee member | Current (not dated) | Executive Committee member contributing industry expertise |
Board Governance
- Independence and election status: Hawken is affirmed independent by LTC’s Board and stands as a nominee for election in 2025 to replace Hendrickson .
- Committee structure: LTC maintains five fully independent Board committees—Audit, Compensation, ESG, Investment, and Nominating & Corporate Governance—with named chairs and meeting counts in 2024 (Audit 6; Compensation 7; ESG 4; Investment 5; NCGC 4) .
- Lead Independent Director: Role exists and chartered; Hendrickson currently serves as Lead Independent Director, with authority over agendas, executive sessions, and calling meetings of independent directors .
- Attendance: The Board held eight meetings in 2024, and each Board member attended at least 75% of Board and committee meetings; Hawken was not yet on the Board in 2024 .
- Executive sessions and independence: All Board committees are composed solely of independent directors; executive sessions are presided over by the Lead Independent Director .
Fixed Compensation
| Component | Amount (Jan–May 2024) | Amount (Jun–Dec 2024) | Notes |
|---|---|---|---|
| Quarterly Retainer | $15,000 | $17,500 | Non-employee directors |
| Lead Independent Director Quarterly Retainer | $2,500 | $6,250 | Incremental retainer |
| Committee Chair Quarterly Retainer (Audit, Compensation, ESG, Investment, NCGC) | $6,250 each | $6,250 each | Chair does not also receive membership fee |
| Committee Membership Fee (per committee, quarterly) | $1,250 | $1,250 | Applies to members |
- 2024 aggregate non-employee director compensation examples (cash + stock awards): e.g., Cheng $217,000; Gruber $208,000; Hendrickson $235,000; Preber $177,000; Triche $217,000 . Stock awards reflect grant-date fair value; see Equity Awards section for structure .
Performance Compensation
| Metric/Instrument | Grant size | Grant date/value context | Vesting | Notes |
|---|---|---|---|---|
| Restricted Common Stock (Directors) | 3,179 shares per continuing/new non-employee director | Granted at $34.60 per share (~$110,000 grant value) at 2024 Annual Meeting | Vests on earlier of May 22, 2025 or the next annual meeting | Director equity is time-based RSAs; directors do not receive PSUs/options under standard practice |
- Structure: Under LTC’s 2021 Equity Participation Plan, directors may receive restricted common stock; 2024 grants were uniform across non-employee directors with one-year vesting aligned to annual meeting cadence .
- Hedging/pledging prohibition: Directors are prohibited from pledging/hedging LTC stock under the Insider Trading Policy, supporting alignment .
Other Directorships & Interlocks
| Company/Institution | Board/Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| University of Southern California Lusk Center for Real Estate | Executive Committee | Executive Committee member | No LTC-related related-party transactions disclosed; no public company boards disclosed for Hawken |
Expertise & Qualifications
- Forty years in commercial real estate, including more than twenty years as a public REIT COO overseeing operations, property management, legal affairs, leasing, transactions, risk, and HR; investment committee service at KRC .
- Licensed Real Estate Broker (California), indicating technical and transactional competence .
- Board-level exposure to REIT operations and capital markets from executive roles, complementing LTC’s investment and operating oversight needs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jeffrey C. Hawken | — (none disclosed) | <1% | As of March 31, 2025 |
| Director ownership guidelines | 5x annual retainer | N/A | Achieve within five years from election; directors either meet or are within the 5-year period; Hawken as nominee would be within compliance horizon |
- Anti-pledging/hedging: Directors prohibited from pledging or hedging LTC stock .
- Section 16 compliance: One late filing in 2024 pertained to Dr. Triche; no Hawken-related filings yet as nominee .
Governance Assessment
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Strengths for investor confidence:
- Independent nominee with deep REIT operating expertise and investment committee experience; adds operational discipline and transaction oversight capacity to LTC’s Board .
- Fully independent committee structure with defined charters, financial expert on Audit (Preber), and active committee cadence (6–7 meetings for Audit/Compensation) .
- Robust governance policies: majority voting with resignation policy, Lead Independent Director charter, anti-pledging/hedging policy, clawback policy, and stock ownership guidelines for directors .
- No related-party transactions reported in 2024; Board reviews related-party matters and independence rigorously .
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Watch items / potential risks:
- Committee assignments for Hawken not yet disclosed; monitoring post-election placement (Audit/Investment likely fit given background) will inform his influence on risk oversight and capital allocation .
- Board leadership transition and authorized share increase proposal (anti-takeover effect noted though not intended) warrant scrutiny of capital allocation and dilution management; Board frames increase as flexibility relative to peer norms .
- Say-on-pay support high (92%), but ongoing alignment of pay and TSR requires continued oversight; director compensation is primarily fixed/RSAs without performance metrics .
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Overall read-through: Hawken’s long-tenured REIT operating pedigree and independence support Board effectiveness. With no related-party ties and strict anti-pledging policies, alignment and conflict profile are clean. His eventual committee placement will be the key signal for how his expertise is leveraged in audit/risk and investment decisions .
RED FLAGS: None disclosed specific to Hawken (no related-party transactions, no pledging/hedging, no attendance concerns as nominee) . Monitor authorized shares increase for potential dilution/anti-takeover effects even if Board states no intent .