Edward Grace
About Edward P. Grace III
Edward P. Grace III (age 74) is an Independent Trustee of Barings Corporate Investors (MCI), serving since 2012 with a current term expiring in 2027 . He chairs the Nominating Committee and serves on the Audit Committee; his background spans private equity, restaurant operations, and board leadership, including President of Phelps Grace International, Inc., and directorships at Shawmut Design and Construction and Benihana Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Angelo Gordon & Co. (Private Equity Group) | Senior Advisor | Not disclosed | Advisory role to PE group |
| Grace Venture Partners, LP | Managing Director | 1998–2018 | Led venture investments |
| Grace Restaurant Partners, LP | Managing Director | Not disclosed | Restaurant portfolio leadership |
| Firebirds Wood Fired Holding Corporation | Director | 2011–2018 | Board oversight for restaurant chain |
| Larkburger, Inc. | Director | 2010–2017 | Board oversight for restaurant chain |
| The Capital Grille; Bugaboo Creek Steak House | Founder; former Chairman, President & CEO | Not disclosed | Founded and scaled major restaurant chains |
| RARE Hospitality International, Inc. | Director and Vice Chairman (post-sale of chains) | Not disclosed | Board leadership following sale of chains |
| Not Your Average Joe’s, Inc.; Boston Restaurant Associates, Inc.; Logan’s Roadhouse, Inc.; The Gemesis Corporation; Claim Jumper Restaurants | Director (prior) | Not disclosed | Multiple prior board roles across sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Phelps Grace International, Inc. | President | Since 1997 | Investment management firm |
| Shawmut Design and Construction | Director | Since 1998 | Construction management/general contracting |
| Benihana Inc. | Director | Since 2012 | Restaurant chain |
Board Governance
- Committee assignments (MCI/MPV): Audit Committee member; Nominating Committee Chair; Governance Committee member (the Governance Committee is comprised of all Independent Trustees) .
- Audit Committee: All members qualify as Independent Trustees under NYSE and SEC rules; Audit Committee held four meetings in the twelve months ended Dec 31, 2024; Barbara M. Ginader is designated Audit Committee Financial Expert .
- Board and committee attendance: In the past fiscal year, each Board held six regular meetings, and each Trustee attended at least 75% of Board and applicable Committee meetings; all Trustees attended the May 16, 2024 Annual Meeting .
- Auditor oversight: Audit Committee reported clean audits for 2024, reviewed KPMG independence, and recommended inclusion and filing of audited financials; appointed KPMG for FY2025 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (MCI) | $75,176 | $75,176 |
| Annual retainer (MPV) | $49,724 | $49,724 |
| Total cash from Fund Complex | $124,900 | $124,900 |
| Quarterly fee per Trust (MCI) | $18,794 | $18,794 |
| Quarterly fee per Trust (MPV) | $12,431 | $12,431 |
| Additional stipends | Audit Chair & Lead Independent: $1,250/quarter per Trust; not applicable to Nominating Chair | |
| Pension/retirement benefits | None (Trustees do not receive pension or retirement benefits) |
Performance Compensation
| Component | Disclosure |
|---|---|
| Cash bonus | None disclosed; Trustees receive flat fees |
| Equity awards (RSUs/PSUs/Options) | None disclosed in proxy |
| Performance metrics tied to pay | None disclosed; committee stipends limited to Audit Chair/Lead Independent |
| Clawbacks/Change-of-control/Severance | Not disclosed for Trustees |
Emphasis: Director pay is entirely cash-based with no disclosed variable or equity components, aligning compensation with oversight responsibilities rather than performance targets .
Other Directorships & Interlocks
| Company | Role | Status | Tenure/Date | Notes |
|---|---|---|---|---|
| Benihana Inc. | Director | Current | Since 2012 | Restaurant chain |
| Shawmut Design and Construction | Director | Current | Since 1998 | Construction management |
| Firebirds Wood Fired Holding Corporation | Director | Prior | 2011–2018 | Restaurant chain |
| Larkburger, Inc. | Director | Prior | 2010–2017 | Restaurant chain |
| RARE Hospitality International, Inc. | Director/Vice Chair | Prior | Not disclosed | Post-sale of Capital Grille/Bugaboo Creek |
| Not Your Average Joe’s; Boston Restaurant Associates; Logan’s Roadhouse; The Gemesis Corporation; Claim Jumper | Director | Prior | Not disclosed | Multiple prior roles |
Expertise & Qualifications
- Extensive executive, operations, private equity, and board experience; founder/operator of scaled restaurant concepts (The Capital Grille, Bugaboo Creek) .
- Current leadership roles in investment management and construction sectors (Phelps Grace International; Shawmut) .
- Masters Professional Director Certification (American College of Corporate Directors) .
- Audit Committee membership with independence under NYSE/SEC standards; Nominating Committee Chair experience .
Equity Ownership
| Holder | MCI Ownership (Dollar Range) | MPV Ownership (Dollar Range) | Aggregate Family Ownership |
|---|---|---|---|
| Edward P. Grace III | Over $100,000 | None | Over $100,000 |
| Trustees & Officers (group) | 1.95% of MCI outstanding shares | <1% of MPV outstanding shares | Not applicable |
| Ownership guidelines | Independent Trustees must invest one year’s worth of Trustee fees (excluding committee fees) in MCI and/or MPV; 3-year phase-in for new Trustees | ||
| Pledging/Hedging | No pledging or hedging disclosures noted in proxy |
Alignment signal: The Board’s formal ownership guideline requiring investment equal to one year of fees in MCI/MPV supports alignment with shareholder interests; Mr. Grace’s disclosed MCI holdings are “Over $100,000” which is directionally consistent with the guideline framework .
Governance Assessment
- Independence and committee leadership: As an Independent Trustee and Nominating Committee Chair with Audit Committee membership, Mr. Grace is positioned to influence board composition and financial oversight; independence status is clearly affirmed under NYSE/SEC rules .
- Engagement: Attendance met at least the 75% threshold across Board/committee meetings; participation in a clean 2024 audit cycle under KPMG further reinforces oversight quality .
- Compensation structure: Cash-only director fees with no disclosed equity or performance metrics reduce pay-for-performance concerns but may limit long-term incentive alignment; however, the Board’s ownership guideline mitigates this by mandating meaningful share ownership .
- Conflicts/related-party risks: Proxy disclosures do not identify related-party transactions, loans, pledging, or tax gross-ups involving Mr. Grace; his external roles (Benihana, Shawmut) do not present disclosed interlocks or transactions with MCI .
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, equity award repricing, hedging/pledging, or say-on-pay concerns (not applicable). Continued monitoring of committee role changes and any future related-party disclosures is prudent .