Elizabeth K. Tuppeny
About Elizabeth K. Tuppeny
Elizabeth K. Tuppeny, age 64, is an independent Class II director at American Strategic Investment Co. (NYC), serving since March 2014 and as Lead Independent Director since December 2014; she chairs the Nominating and Corporate Governance Committee and sits on the Audit and Compensation Committees. She holds an undergraduate degree from the University of Pennsylvania and has completed governance and technical programs at Harvard Business School, NACD, MIT, EY’s Center for Board Matters, and Stanford GSB, and has taught branding/strategy at Temple University and NYU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domus, Inc. | Founder & CEO | 30+ years (branding/advertising) | Led ROI-focused strategies for Fortune 500 clients; real estate clients include Ritz Carlton Residences, Parkway 22, PMC Real Estate |
| EKT Development, LLC | Founder | Not disclosed | Entertainment projects in publishing, film, education video games |
| Philadelphia Industrial Development Council | Director & Executive Committee | 3+ years | Evaluated/approved 500+ real estate transactions totaling >$1B (e.g., Citizens Bank Park, The Navy Yard) |
| American Realty Capital Trust IV, Inc. | Independent Director | May 2012–Jan 2014 | Board service at public REIT predecessor entities |
External Roles
| Company | Role | Tenure | Committees/Positions |
|---|---|---|---|
| National Healthcare Properties, Inc. (public REIT) | Independent Director | Since Jan 2013 | Chair, Nominating & Corporate Governance (since Jan 2016); Chair, Compensation (since Oct 2024) |
| Franklin BSP Realty Trust, Inc. | Independent Director | Since Jan 2013 | Lead Independent Director (since July 2016) |
| Franklin BSB Real Estate Debt, Inc. | Independent Director | Not disclosed | Board service |
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Board affirmatively determined Ms. Tuppeny is independent under NYSE and SEC rules |
| Lead Independent Director Responsibilities | Chairs executive sessions; reviews Board agendas; liaises among independent directors and Advisor; external representation; compensated for lead role |
| Committees | Audit (member; “financial expert”), Compensation (member), Nominating & Corporate Governance (Chair) |
| Board Meetings (2024) | 8 meetings; 5 written consents/electronic actions; all directors attended all Board and committee meetings; all attended 2024 Annual Meeting |
| Committee Activity (2024) | Audit: 4 meetings, full attendance; Compensation: 1 meeting, full attendance; Nominating & Corporate Governance: 1 meeting, full attendance |
| Related-Party Oversight | Nominating & Corporate Governance Committee (chaired by Tuppeny) reviews/approves related-party transactions and quarterly Advisor services/fees |
| Board Structure Context | Externally managed; Advisor under common control with AR Global; managing director on Board; Bellevue Capital beneficially owns 56.5% (majority control) |
Fixed Compensation
| Component | Policy/Amount | 2024 Amount for E.K. Tuppeny | Notes |
|---|---|---|---|
| Annual cash retainer (independent director) | $30,000 | Included in total | Standard for independent directors |
| Lead Independent Director retainer | $55,000 | Included in total | Additional yearly retainer for lead role |
| Meeting fees | $2,000 per Board/committee meeting; $2,500 for Audit Chair per audit meeting; $1,500 per telephonic meeting; daily cap $2,500 ($3,000 for audit chair day) | Included in total | E-votes: $750 per transaction up to $2,250 cap per e-vote |
| External events participation | $2,500/day (≤4 hours) or $5,000/day (>4 hours), plus expenses | Not separately disclosed | Only when participating as NYC independent director |
| Equity retainer (restricted shares) | $65,000 market value after each annual meeting; vests 20% per year over 5 years | $63,719 (grant-date fair value) | Time-based RS; directors may elect stock in lieu of cash fees; those shares not subject to vesting |
| Total Director Compensation (2024) | — | $176,719 | Cash fees: $113,000; Stock awards: $63,719; no options, non-equity incentive, pension, or other compensation |
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Disclosure |
|---|---|---|
| Financial/TSR/ESG performance metrics tied to director pay | No | Director equity is time-based restricted shares; no performance metrics disclosed |
| Clawback policy | Applies to NEOs’ incentive-based comp | Company maintains SEC/NYSE-compliant clawback for executives; no director performance comp disclosed |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Overlap | Notes |
|---|---|---|---|
| National Healthcare Properties, Inc. | Healthcare REIT | Sector exposure adjacent to NYC’s real estate domain | Committee leadership roles may inform governance best practices |
| Franklin BSP Realty Trust, Inc. | Commercial real estate finance | Real estate finance exposure | Lead independent role suggests governance influence |
| Franklin BSB Real Estate Debt, Inc. | Real estate debt | Real estate debt specialization | Board service |
Expertise & Qualifications
- CEO/founder of Domus with Fortune 500 branding and advocacy marketing expertise; real estate client experience (Ritz Carlton Residences, Parkway 22, PMC Real Estate) .
- Public-company governance depth across multiple REITs; leadership roles as committee chair and lead independent director .
- Education/credentials: UPenn undergraduate; Harvard Executive Leadership (Making Corporate Boards More Effective); NACD Master Class; MIT Cybersecurity; EY Center for Board Matters; Stanford GSB diversity/inclusion program (in progress) .
- Academic contributions: taught at Temple; taught post-graduate branding/strategic positioning at NYU; guest-lectured at UPenn .
- Recognition: Stevie Award “Top Woman Entrepreneur” (2004); multiple state/local honors indicating leadership profile .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Record Date Context |
|---|---|---|---|
| Elizabeth K. Tuppeny | 15,349 | * | 2,634,355 shares outstanding as of April 7, 2025 (Record Date) |
| Hedging/Pledging Policy | Hedging, short sales, and trading in publicly traded puts/calls prohibited; pledging not explicitly addressed | — | Applies to directors, executive officers, designated employees |
Note: Asterisk indicates “less than 1%” as presented in the proxy’s ownership table formatting .
Governance Assessment
- Board effectiveness: Tuppeny is central to governance as Lead Independent Director and Chair of Nominating & Corporate Governance, with full attendance across Board and committee meetings in 2024; she is also qualified as an Audit Committee Financial Expert, strengthening financial oversight .
- Independence and engagement: The Board and committee affirm independence; she leads executive sessions and agenda-setting, enhancing independent oversight in an externally managed structure .
- Compensation alignment: Director pay mixes cash (retainers/meeting fees) with time-based RS worth $65,000 annually (2024 grant FV $63,719), aligning with long-term service but lacking performance linkage; ability to elect stock in lieu of cash improves alignment, though equity is not performance-conditioned .
- Potential conflicts/context: The company is externally managed by an Advisor under common control with AR Global; a managing director sits on the Board and Bellevue Capital beneficially owns 56.5%—the Nominating & Corporate Governance Committee (chaired by Tuppeny) is explicitly responsible for reviewing/approving related-party transactions and Advisor fees, which is a key mitigation but remains a structural risk factor for investors to monitor .
- Shareholder oversight signals: Say-on-pay is advisory and non-binding with an advisory agreement running to July 2030, limiting direct leverage over executive compensation structure; presence of an SEC/NYSE-compliant clawback for NEOs is a positive governance feature .
Red flags to monitor
- Externally managed model with majority ownership by Bellevue Capital can create inherent conflicts; continued rigorous related-party review by Tuppeny’s committee is critical .
- Director equity awards are time-based without disclosed performance metrics, reducing pay-for-performance linkage for directors .
- No explicit pledging prohibition disclosed for directors (hedging is prohibited); confirm future disclosures .