Elizabeth K. Tuppeny
About Elizabeth K. Tuppeny
Elizabeth K. Tuppeny (age 64) is a Class II independent director of National Healthcare Properties, Inc. (NHP), serving since January 2013; she chairs both the Nominating and Corporate Governance Committee (since January 2016) and the Compensation Committee (since July 2024), and is designated an Audit Committee financial expert. She is the founder and CEO of Domus, Inc., with 30+ years in branding/advertising, and holds governance-focused executive education credentials from Harvard Business School, NACD, MIT, EY Center for Board Matters, and Stanford GSB; she earned her undergraduate degree at the University of Pennsylvania. She has been nominated for re-election to a term ending at the 2028 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domus, Inc. | Founder & Chief Executive Officer | 30+ years | Led ROI-focused strategies for Fortune 500 clients across multiple industries |
| EKT Development, LLC | Founder | Not disclosed | Entertainment projects in publishing, film, and educational video games |
| BDI LLC | Co-Founder | Not disclosed | Online content company in the wine industry |
| Philadelphia Industrial Development Council | Director; Executive Committee | “three-plus years” | Evaluated/approved 500+ industrial & commercial real estate transactions totaling >$1B (e.g., Citizens Bank Park, The Navy Yard) |
| Academic (Penn, NYU, Temple) | Lecturer (Strategic Positioning & Branding) | Not disclosed | Taught/guest-lectured at UPenn, NYU, Temple |
External Roles
| Organization | Role | Tenure | Committees/Leadership |
|---|---|---|---|
| Franklin BSP Realty Trust, Inc. (NYSE: FBRT) | Independent Director; Lead Independent Director | Director since Jan 2013; Lead since Jul 2016 | Lead independent oversight |
| American Strategic Investment Co. (ASIC) | Independent Director; Lead Independent Director | Director since Mar 2014; Lead since Dec 2014 | Lead independent oversight |
| Non-profit/Advisory (Arthur Ashe Foundation, Avenue of the Arts, Drexel Medical, Philadelphia International Tourism Cabinet, PA Commission for Women, Penn Relays, Police Athletic League) | Board/Advisory Roles | Not disclosed | Community and civic governance roles |
Board Governance
| Item | Details |
|---|---|
| Board structure | Six directors; four independent; classified board (three classes) |
| Independence | Board affirmatively determined Ms. Tuppeny is independent under Nasdaq and SEC rules |
| Board meetings (2024) | 12 meetings; all directors ≥75% attendance; all attended 2024 Annual Meeting |
| Audit Committee | Member; 4 meetings in 2024; all members attended; Chair: Leslie D. Michelson; Tuppeny designated an “audit committee financial expert” |
| Compensation Committee | Chair; members: Tuppeny, Michelson, Penn; 9 meetings in 2024; all members attended |
| Nominating & Corporate Governance Committee | Chair; members: Michelson, Penn, Rendell, Tuppeny; 1 meeting in 2024; all members attended |
| Related-party oversight | As nom/gov chair, oversees review/approval of related person transactions under Board policy adopted Feb 2025 |
Fixed Compensation
| Metric | 2024 Actual | 2025 Program (effective Jan 1, 2025) |
|---|---|---|
| Cash retainer (non-employee directors) | $30,000 baseline (pre-2025 structure included meeting fees); Ms. Tuppeny total cash: $75,000 | $75,000 annual retainer |
| Committee chair retainers | N/A under pre-2025 fee grid | $15,000 Compensation Committee Chair; $15,000 Nominating & Corporate Governance Committee Chair (Ms. Tuppeny chairs both) |
| Non-exec Chair retainer | $25,000 per month to chair (2017–Dec 2024) | $90,000 annual (non-exec chair) |
| Meeting fees | Per-meeting cash fees (various caps) | Additional meeting fees if meeting thresholds exceeded |
| Director equity | None granted in 2024 | Annual equity grant $100,000 per director (subject to shareholder approval of 2025 Plan) |
Performance Compensation
| Element | 2024 | 2025 |
|---|---|---|
| Performance-based metrics for director pay | None disclosed for directors | None disclosed for directors; annual equity grant is fixed-value, time-based (subject to Plan approval) |
- Anti-hedging/anti-pledging: Company policy prohibits directors from short sales, hedging/monetization, and pledging/margin accounts except with prior approval; enhances alignment and reduces risk of forced selling .
- Clawback: Company maintains a clawback policy per SEC/Nasdaq rules for erroneously awarded incentive-based pay to covered executives (policy scope primarily executive, but signals stronger governance) .
Other Directorships & Interlocks
| Company | Overlap/Interlock Context |
|---|---|
| American Strategic Investment Co. (ASIC) | Ms. Tuppeny is lead independent director; another NHP director (Edward M. Weil, Jr.) also serves as a director of ASIC; provides network ties but no related-party transaction with Ms. Tuppeny disclosed at NHP |
| Franklin BSP Realty Trust, Inc. (FBRT) | Ms. Tuppeny is lead independent director; no NHP related-party transaction disclosed involving her |
Expertise & Qualifications
- Governance leadership: Chairs two key Board committees (Compensation; Nominating & Corporate Governance); designated Audit Committee financial expert .
- Strategic/branding expertise with Fortune 500 across energy, finance, consumer, healthcare; REIT-adjacent real estate exposure through prior development council work .
- Governance education: HBS (Making Corporate Boards More Effective), NACD Master Class, MIT Cybersecurity, EY Center for Board Matters, Stanford GSB course in DEI leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged Shares |
|---|---|---|---|
| Elizabeth K. Tuppeny | 9,305 | <1% | Not disclosed; company policy prohibits pledging absent prior approval |
Governance Assessment
- Strengths
- Independent director with long tenure (since 2013) and multi-committee leadership; committee attendance was full at the committee level in 2024 and Board attendance thresholds were met .
- Compensation oversight credibility: independent Compensation Committee, use of independent consultant (Ferguson Partners) with no conflicts; adoption of modern plan governance features (no option repricing/discounting, no evergreen) subject to shareholder approval .
- Shareholder-aligned policies: anti-hedging/pledging and clawback; director equity grants planned beginning 2025 to increase alignment .
- Watch items / potential risks
- External board network interlocks (ASIC leadership roles across NHP directors) warrant ongoing monitoring, though no related-party transaction involving Ms. Tuppeny is disclosed and Board has a formal related-party policy overseen by her committee .
- 2024 director compensation was cash-only due to plan expiry; 2025 introduces $100k equity grants—monitor equity grant design, vesting, and any listing/liquidity events given legacy structures tied to prior external manager relationships (e.g., Class B units and special limited partner economics) though not linked to Ms. Tuppeny personally .
- Company’s 2023 say-on-pay support was 78.5%—acceptable but below top decile; as Compensation Chair, continued investor engagement and transparent metric setting remain important .
Additional context: NHP held 12 Board meetings in 2024; Compensation Committee met 9 times (all attended), Audit met 4 times (all attended), and Nominating & Governance met once (all attended). The Board affirms Ms. Tuppeny’s independence, and she is designated an Audit Committee financial expert—enhancing the Board’s financial oversight capacity.