Claire A. Koeneman
About Claire A. Koeneman
Claire A. Koeneman (age 55) has served as an independent trustee of LXP since 2015. She is an EVP and Managing Director of Financial Communications at Ketchum and brings deep investor relations, crisis communications, risk management, strategic planning, and corporate responsibility expertise to LXP’s board. She currently serves on the Compensation and the Nominating & ESG Committees and is designated independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Financial Relations Board (FRB) | President | Not disclosed | Established the leading REIT & real estate investor relations practice in the U.S. |
| Golin | Senior positions (communications) | Not disclosed | Corporate/financial/crisis communications advisor |
| Hill+Knowlton | Senior positions (communications) | Not disclosed | Corporate/financial/crisis communications advisor |
| Bully Pulpit Interactive | Senior role (digital-first communications) | Not disclosed | Digital-first communications expertise |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Ketchum (global PR/communications) | EVP, Managing Director, Financial Communications | Not disclosed | Leads financial communications; advisor to CEOs/boards on transactions, corporate, financial and crisis communications |
Board Governance
- Independence and tenure: Independent trustee since 2015; age 55; independent status affirmed in the 2025 proxy .
- Committee assignments (2024 activity): Compensation (6 meetings), Nominating & ESG (4 meetings); all committee members are independent; Koeneman is not a chair. Audit & Cyber Risk met 8 times in 2024 (she is not a member) .
- Attendance: The Board held five meetings in 2024; each trustee attended at least 75% of the aggregate Board and committee meetings on which they served, and all trustees attended the 2024 annual meeting of shareholders .
- Election/oversight mechanics: Majority vote standard with resignation policy if an incumbent fails to receive a majority; clear say‑on‑pay cadence and committee charters available on the website .
- Lead independent trustee: The Board has an independent Lead Trustee (Jamie Handwerker) and a combined Chair/CEO structure; refreshment and limits on trustee commitments (no more than three other public company boards) are codified .
Fixed Compensation
| Item | 2024 Value | Source |
|---|---|---|
| Fees Earned or Paid in Cash (Koeneman) | $60,000 | |
| Share Awards (Koeneman) | $120,000 | |
| Option Awards (Koeneman) | $0 | |
| Total (Koeneman) | $180,000 |
| Non‑Employee Trustee Retainer Structure | 2024 | 2025 (updated) | Source |
|---|---|---|---|
| General Cash Retainer | $60,000 | $65,000 | |
| General Vested Common Share Retainer | $120,000 | $130,000 | |
| Lead Trustee Cash Retainer | $30,000 | $40,000 | |
| Audit & Cyber Risk Chair Cash Retainer | $20,000 | $25,000 | |
| Compensation Chair Cash Retainer | $15,000 | $20,000 | |
| Nominating & ESG Chair Cash Retainer | $15,000 | $20,000 |
Notes:
- Retainers are paid quarterly; the share retainer is based on the average closing price over the applicable quarter. Newly appointed trustees may receive a case-by-case initial equity award .
Performance Compensation
- Non‑employee trustee pay is structured as cash and vested common shares; no performance-based equity or options are disclosed for directors. The 2024 table shows $0 option awards for all directors, including Koeneman .
- Plan governance: The 2022 Equity-Based Award Plan is administered by independent trustees; includes a clawback, 10‑year option/SAR term limits, no repricing/cash buyouts without shareholder approval, no evergreen, individual annual grant value caps ($1,177,500 for non‑employee trustees), and no excise tax gross‑ups .
| Performance Metric Linkage for Directors | Disclosure |
|---|---|
| Equity subject to performance conditions (PSUs) | Not disclosed for directors; equity is vested common shares as part of retainer |
| Options to directors | None (2024: $0) |
| Clawback applicability | Plan subject to Dodd‑Frank and Company clawback policy |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships (besides LXP) | None disclosed for Koeneman in the 2025 proxy . |
| Compensation Committee interlocks | None; during 2024, members of the Compensation Committee (including Koeneman) were not current/former executive officers of LXP; no interlocks disclosed . |
Expertise & Qualifications
- Investor relations, crisis communications, and corporate/financial communications expertise; recognized corporate responsibility expert .
- Strategic planning: Built the leading REIT/real estate IR practice at FRB; senior roles across top PR firms; currently EVP/MD at Ketchum .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Notes |
|---|---|---|---|
| Claire A. Koeneman | 114,591 | <1% | As of record date March 31, 2025; all trustees subject to ownership guidelines . |
Ownership and alignment policies:
- Trustees must own common shares equal to 5x their annual cash retainer within 5 years of appointment; as of the reporting date, trustees were in compliance (subject to phase‑in) .
- Anti‑hedging and anti‑pledging policies apply to trustees; short positions and hedging transactions are prohibited .
Insider Trades (Form 4)
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| 2025‑01‑06 | Form 4 | Statement of changes in beneficial ownership (details in filing) | |
| 2025‑04‑02 | Form 4 | Statement of changes in beneficial ownership (details in filing) | |
| 2025‑07‑03 | Form 4 | Statement of changes in beneficial ownership (PDF) | |
| 2025‑10‑02 | Form 4 | Statement of changes in beneficial ownership |
Note: See individual filings for transaction codes, share amounts, and award types.
Related Party Transactions and Conflicts
- Review/approval policy in place for related‑party transactions; handled by the Audit & Cyber Risk Committee or non‑conflicted Board members .
- Hedging/pledging prohibited for trustees; transactions by the Company in its own securities are monitored by internal/external counsel .
- Charitable contributions: In 2024, LXP did not contribute to any tax‑exempt organization where an independent trustee serves as an executive officer (reduces potential conflicts) .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay support | ~96% FOR |
| Five‑year average support | 97% |
| Shareholder engagement | Contacted/offered meetings to holders of 73% of shares; held meetings with 61% (as of 12/31/2024) |
Governance Assessment
Strengths
- Independent director with 10 years of service, serving on two key committees (Compensation; Nominating & ESG), bringing specialized IR and crisis communications expertise valuable for disclosure, engagement, and risk oversight .
- Solid board process indicators: majority voting with resignation policy; robust committee schedules and universal invitation to quarterly committee meetings; attendance at least 75% for all trustees in 2024 .
- Shareholder alignment: mandatory ownership guidelines (5x cash retainer) with compliance; anti‑hedging/anti‑pledging policies; director equity retainer paid in common shares .
- Pay governance: equity plan best‑practice features (no repricing, caps on director awards, clawback, no evergreen, no excise tax gross‑ups) .
- High investor support on executive pay indicates limited governance friction with shareholders (96% 2024; 97% five‑year average) .
Watch‑items / Potential Risks
- Time commitments: Holds a senior operating role (EVP/MD at Ketchum); Board limits outside public boards to mitigate overload, and attendance thresholds were met (≥75%) in 2024; continue to monitor bandwidth as committee workloads evolve .
- Compensation Committee membership warrants ongoing scrutiny for independence and interlocks; no interlocks or insider participation reported for 2024 .
- Continue monitoring Form 4 activity for alignment (director share retainers typically drive periodic filings); details in SEC links above.
Other Directorships & Interlocks
- None disclosed for Koeneman beyond LXP in the 2025 proxy .
Committee Assignments and Roles
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 6 | Independent committee; oversees executive and director compensation; prepares annual report |
| Nominating & ESG | Member | 4 | Oversees board refreshment, governance, ESG+R and succession planning |
Director Compensation Structure Summary
- 2024 mix for Koeneman: $60,000 cash retainer + $120,000 vested common share retainer; no options or performance equity disclosed .
- 2025 increases: cash retainer to $65,000; share retainer to $130,000; chair and lead trustee fees increased (not applicable to Koeneman unless role changes) .
Data Integrity Notes
- Beneficial ownership for Koeneman: 114,591 shares; <1% of outstanding as of the 2025 record date .
- Ownership guidelines and anti‑hedging/pledging policies apply to trustees; trustees were in compliance subject to phase‑ins .
- All governance and compensation details above are sourced from LXP’s 2025 DEF 14A (and referenced sections) and linked SEC Form 4 filings.