Edward G. Rendell
About Edward G. Rendell
Edward G. Rendell, age 81, is a Class II independent director of National Healthcare Properties, Inc. (NHP) and has served on the board since December 2015. He is an audit committee financial expert and sits on the Audit and Nominating & Corporate Governance committees. Rendell previously served as Governor of Pennsylvania (2003–2011) and Mayor of Philadelphia (1992–2000); he holds a B.A. from the University of Pennsylvania and a J.D. from Villanova Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth of Pennsylvania | 45th Governor | Jan 2003–Jan 2011 | Chief executive of state; oversaw $28.3B budget |
| City of Philadelphia | Mayor | Jan 1992–Jan 2000 | Eliminated $250M deficit; five consecutive surpluses |
| Democratic National Committee | General Chair | Nov 1999–Feb 2001 | National party leadership |
| Private Practice | Attorney | Various | Legal career |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Global Net Lease, Inc. (GNL) | Independent Director | Since Mar 2012 |
| The Necessity Retail REIT, Inc. | Independent Director | Feb 2017–Sep 2023 |
| Franklin BSP Lending Corp. | Independent Director | Until Jan 2024 |
| Franklin BSP Capital Corp | Independent Director | Since Mar 2020 |
Board Governance
- Board structure: 6 directors; 4 independent; classified into three classes .
- Committees: Audit (member; designated financial expert), Nominating & Corporate Governance (member). Not a committee chair .
- Independence: Board affirmatively determined Rendell is independent under Nasdaq/SEC standards .
- Attendance and engagement:
- Board met 12 times in 2024; all directors attended at least 75% of aggregate Board/committee meetings .
- Audit Committee met 4 times; all members attended (Rendell is a member) .
- All directors attended the 2024 Annual Meeting .
- Re-election vote (May 22, 2025): For 4,119,623; Withhold 839,987; Broker non-votes 9,376,695 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Retainers | $63,750 | Director cash fees under prior program |
| 2025 Annual Cash Retainer | $75,000 | New program effective Jan 1, 2025 |
| 2025 Annual Equity Grant | $100,000 grant-date value | Subject to Plan approval; Plan approved May 22, 2025 |
| Chair Fees (structure) | $20,000 audit chair; $15,000 compensation and nom/gov chairs | Rendell is not a chair |
| Meeting Fees (structure) | Additional fees if meetings exceed thresholds | New program detail |
Performance Compensation
| Performance-Tied Elements for Directors | Status |
|---|---|
| Equity awards contingent on performance metrics (e.g., PSUs, TSR, EBITDA) | None disclosed for non-employee directors; annual equity grants described by grant-date value without performance conditions |
| Plan capabilities | Plan authorizes performance awards generally, but director grants are disclosed only by value (not performance metrics) |
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| AR Global ecosystem overlap | NHP previously had relationships with AR Global through former Advisor/Property Manager; Rendell served on boards of GNL and The Necessity Retail REIT, which historically operated within related networks; Proxy does not disclose any specific related-party transaction involving Rendell . |
| Compensation committee interlocks | Company disclosed no compensation committee interlocks for 2024; Rendell is not on the compensation committee . |
Expertise & Qualifications
- Audit committee financial expert designation .
- Senior public executive experience (state and municipal) with budget turnaround credentials .
- Legal training (J.D.) and governance experience across multiple public boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Edward G. Rendell | 8,465 | * (<1%) |
Notes:
- As of record date, 28,296,439 common shares outstanding .
- Company policy prohibits hedging and pledging of company securities by directors absent prior approval; no pledging by Rendell disclosed .
Governance Assessment
- Strengths:
- Independent director since 2015 with re-election support in 2025; brings high-level executive and governance experience .
- Audit committee financial expert; consistent committee attendance; strong oversight credentials .
- Anti-hedging/anti-pledging and clawback policies strengthen governance posture .
- Shift to equity component ($100,000 annual grant) improves alignment for non-employee directors .
- Watch items:
- Ownership is small (<1%); alignment improves with new equity grants but stake remains limited vs. outstanding shares .
- External board commitments across REIT/credit platforms may pose time allocation considerations; no specific conflicts disclosed .
- NHP’s recent internalization involved significant related-party unwind; Rendell sits on nom/gov committee that oversees related-party transactions; continued monitoring appropriate .
- Historical say-on-pay approval (2023: 78.5%) suggests room for investor engagement on pay matters broadly (executive program) .