B.J. Penn
About B.J. Penn
The Honorable B.J. Penn, age 87, is a Class I independent director of National Healthcare Properties, Inc. (NHPAP) and has served on the board since July 2019; his current term expires at the 2027 Annual Meeting . He is a former Acting Secretary of the Navy and Assistant Secretary (Installations & Environment), with prior service as a naval aviator; he holds an M.S. from George Washington University and a B.S. from Purdue University . He is president of Penn Construction Group, Inc. (since Jan 2010) and president/CEO of Genesis IV, LLC (since Oct 2010), and currently chairs the board of Spectra Systems Corporation; he is trustee emeritus at George Washington University and serves on boards of the National Trust for the Humanities and the Naval Historic Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Navy | Acting Secretary of the Navy | Previously | Responsible for 900,000 personnel and >$150B annual budget; oversight of recruiting, organizing, equipping, training, mobilization . |
| U.S. Department of the Navy | Assistant Secretary (Installations & Environment) | Previously | Managed Navy/Marine Corps real property, housing and facilities (72,500 buildings; 4,484,000 acres) . |
| American Realty Capital Healthcare Trust III, Inc. | Independent Director | Aug 2014 – Mar 2019 | Board service at a healthcare REIT predecessor entity . |
| U.S. Navy | Naval Aviator | Earlier career | Long, distinguished flying career prior to administrative leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Penn Construction Group, Inc. | President | Since Jan 2010 | Design/engineering, construction solutions, project management services . |
| Genesis IV, LLC | President & CEO | Since Oct 2010 | Consulting in cyber procurement and systems acquisition . |
| Spectra Systems Corporation | Chairman of the Board | Current | Corporate chair role (company nature not specified in proxy) . |
| George Washington University | Trustee Emeritus | Current | Higher education governance . |
| National Trust for the Humanities | Board Member | Current | Non-profit governance . |
| Naval Historic Foundation | Board Member | Current | Non-profit governance . |
Board Governance
- Independence: The board affirmatively determined Penn is “independent” under Nasdaq, SEC, and Exchange Act standards .
- Board leadership: Leslie D. Michelson is non-executive chair; majority of the board is independent .
- Committee memberships: Penn serves on the Audit Committee (chair: Leslie D. Michelson), Compensation Committee (chair: Elizabeth K. Tuppeny), and Nominating & Corporate Governance Committee (chair: Elizabeth K. Tuppeny) .
- Attendance and engagement: In 2024 the board held 12 meetings; all directors attended at least 75% of aggregate board and committee meetings, and all attended the 2024 Annual Meeting . Audit Committee held 4 meetings, Compensation 9, and Nominating & Corporate Governance 1; all members attended each committee’s meetings .
| Committee | Penn’s Role | Chair | 2024 Meetings | Attendance |
|---|---|---|---|---|
| Audit | Member | Leslie D. Michelson | 4 | All members attended |
| Compensation | Member | Elizabeth K. Tuppeny | 9 | All members attended |
| Nominating & Corporate Governance | Member | Elizabeth K. Tuppeny | 1 | All members attended |
Fixed Compensation
- 2024 actual: Penn received $72,500 in cash compensation; no stock awards or options were granted to non-employee directors in 2024 .
- 2025 program (effective Jan 1, 2025): Non-employee directors receive a $75,000 annual cash retainer; annual equity grant of $100,000 grant-date value is expected, subject to stockholder approval of the 2025 Omnibus Incentive Compensation Plan; committee chair retainers apply only to chairs (Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000); additional meeting fees apply if thresholds are exceeded .
| Metric | 2024 (Actual) | 2025 (Program) |
|---|---|---|
| Cash compensation | $72,500 | $75,000 annual retainer (non-chair) |
| Committee chair fees | N/A (not chair) | N/A for Penn; chair fees only for designated chairs |
| Equity grant | None | $100,000 annual grant, subject to plan approval |
| Meeting fees | Included in cash totals per program design | Additional fees if meeting thresholds exceeded |
Performance Compensation
- No director performance-based compensation metrics (e.g., TSR-linked PSU targets) were disclosed for non-employee directors; equity grants are service-based subject to plan approval .
Other Directorships & Interlocks
- Current external corporate chair: Spectra Systems Corporation (chair) .
- Compensation Committee Interlocks: None; no member (including Penn) was an officer/employee, nor were there interlocks with other companies in 2024 per SEC proxy rules .
Expertise & Qualifications
- Education: M.S., George Washington University; B.S., Purdue University .
- Sector expertise: Federal installations, environmental management, large-scale operations, and defense; leadership of construction and procurement consulting firms .
- Audit committee financial expert designation: The board designated Michelson, Rendell, and Tuppeny as “audit committee financial experts”; Penn is not listed among designated ACFE members .
Equity Ownership
| Metric | As of Record Date (Mar 31, 2025) |
|---|---|
| Shares beneficially owned | 4,587 (Penn) |
| Ownership % of outstanding | Less than 1% |
| Beneficial ownership nature | Unless otherwise indicated, sole voting and investment power |
| Anti-hedging/pledging policy | Company prohibits hedging, short sales, and pledging (except by prior approval) for directors, officers, and employees |
Governance Assessment
- Strengths: Independent status; multi-committee service; full committee meeting attendance; presence of anti-hedging/anti-pledging and clawback policies; formal related-party transactions policy overseen by the nominating & corporate governance committee on which Penn serves .
- Alignment: 2025 director compensation program introduces annual equity grants ($100,000) alongside cash retainer ($75,000), improving long-term alignment versus prior cash-only structure .
- Shareholder feedback: Most recent advisory vote on executive compensation (2023 say-on-pay) received ~78.5% approval; while not director-specific, it informs overall governance sentiment .
- Watch items and potential red flags: Advanced director age (87) warrants attention to board refreshment and succession planning for committee workloads ; legacy external manager ties at the company (e.g., internalization payments to former advisor; director Edward M. Weil, Jr. has a non-controlling interest in parent of AR Global) can present perceived conflicts—mitigated by adoption of a formal related-party transactions policy in Feb 2025 and committee oversight . No pledging or hedging by directors is permitted under policy; no compensation committee interlocks reported for 2024 .
Overall, Penn appears to be an engaged independent director with deep operational and government experience, broad committee participation, and improving alignment via the 2025 equity retainer structure; monitoring board refreshment and any residual external management-related exposures remains prudent for investor confidence .