Mary Hogan Preusse
About Mary Hogan Preusse
Independent director at Realty Income (O), age 56, serving since 2021. Background spans public REIT investing (Managing Director & Co‑Head of Americas Real Estate at APG), sell-side REIT research, and investment banking; she holds a mathematics degree from Bowdoin College and serves on Bowdoin’s Board of Trustees . Currently a member of the Compensation and Talent Committee; independence affirmed under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| APG Asset Management US, Inc. | Managing Director & Co‑Head of Americas Real Estate | 2000–2017 | Led public real estate investments; capital markets expertise |
| Sell-side REIT research | Equity Research Analyst (REITs) | ~1992–2000 (8 years) | Sector coverage; investor perspective |
| Merrill Lynch | Investment Banking Analyst | Early career | Transactional foundation |
| VEREIT, Inc. | Director | Feb 2017–Nov 2021 | Served until merger with Realty Income |
External Roles
| Organization | Role | Tenure/Start | Committees/Impact |
|---|---|---|---|
| Digital Realty Trust (DLR) | Director; Chair of the Board | Director since May 2017; Chair since Jun 2023 | Governance leadership at large-cap REIT |
| Kimco Realty (KIM) | Director | Since Feb 2017 | Retail REIT board experience |
| Host Hotels & Resorts (HST) | Director | Since Jun 2017 | Lodging REIT board perspective |
| Fifth Wall | Senior Advisor | Since Oct 2021 | VC advisory; innovation lens |
| Nareit | Advisory Board of Governors member; Industry Achievement Award recipient | Ongoing | Industry leadership, policy engagement |
| Bowdoin College | Trustee | Ongoing | Academic governance |
Board Governance
- Committee assignments: Compensation and Talent Committee member; the committee met 6 times in 2024 and is entirely independent; responsibilities include setting executive metrics (STIP/LTIP), reviewing severance, overseeing clawback policy, and board pay .
- Independence: Board determined all directors except the CEO (Sumit Roy) are independent; committees are composed entirely of independent directors; Mary is independent .
- Attendance: Board met 8 times in 2024; all directors attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting; executive sessions are led by the Non‑Executive Independent Chairman .
- Leadership structure: Non‑Executive Independent Chairman (Michael D. McKee) separate from CEO; McKee presides as lead independent director .
- Stockholder engagement: Outreach to holders of ~75% of common stock (≈250 firms) in 2024; board leadership (Chairman and Nominating Chair) participated directly; feedback flows to Compensation & Talent among others .
- Board service limits: Directors may not sit on >5 public boards (or >4 if chair/lead director); aligns with Mary’s multi‑board roles .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 50,000 | 207,000 | — | 257,000 |
- Director pay structure (2024): Annual equity grant of 4,000 restricted shares (grant on May 30, 2024 at $51.75, fair value $207,000); cash retainers: Board $35,000; Compensation & Talent member $15,000; Chair fees set as disclosed .
- Policy changes effective as of 2025 Annual Meeting: Board cash retainer increases to $100,000; Non‑Executive Chair to $150,000; annual equity moves from 4,000 shares to $200,000 value pending plan amendment .
Director Equity Vesting Schedule (Non‑Employee Directors)
| Years of Service | Vesting |
|---|---|
| < 6 years | 33.33% each year over 3 anniversaries |
| 6 years | 50% each year over 2 anniversaries |
| 7 years | 100% at first anniversary |
| ≥ 8 years | Immediate vesting |
Performance Compensation
Although director equity is time‑based, Mary, as a Compensation and Talent Committee member, sets and oversees executive performance metrics. The company’s incentive framework includes:
| Program | Metric | Weight |
|---|---|---|
| STIP (2024) | AFFO per Share | 40% |
| STIP (2024) | Fixed Charge Coverage Ratio | 20% |
| STIP (2024) | Portfolio Occupancy | 10% |
| STIP (2024) | Individual Objectives | 30% |
| LTIP (2024–2026) | TSR Ranking within MSCI US REIT Index | 50% |
| LTIP (2024–2026) | Dividend per Share Growth Rate | 25% |
| LTIP (2024–2026) | Net Debt‑to‑Pro Forma Adjusted EBITDAre Ratio | 25% |
Additional governance features: formal clawback policy administered by the committee; independent compensation consultant (FPC) engaged in 2024 .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Digital Realty (DLR) | Data center REIT | Chair of the Board | Different asset class; no related‑party transactions disclosed at O in 2024 |
| Kimco (KIM) | Retail REIT | Director | REIT peer; independence affirmed at O |
| Host Hotels (HST) | Lodging REIT | Director | REIT peer; independence affirmed at O |
| VEREIT (prior) | Net‑lease REIT | Director (ended 2021 merger) | Historical affiliation; O merged with VEREIT in 2021 |
- Related party transactions: None in 2024; Audit Committee reviews per policy .
- Section 16 compliance: No delinquent filings in 2024 .
Expertise & Qualifications
- Extensive real estate and capital markets experience; leadership across multiple public REIT boards; industry recognition via Nareit Industry Achievement Award .
- Skills aligned with board needs (investment management, capital markets, real estate), per director biography and board skills overview .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Directly Owned | Unvested Restricted Stock | Options |
|---|---|---|---|---|---|
| Mary Hogan Preusse | 26,579 | <0.1% | 18,578 | 8,001 | None held by non‑employee directors as of 12/31/2024 |
- Director ownership guideline: Minimum stock value ≥ 5x annual cash retainer; directors also receive annual equity grants; structure aims to align interests with stockholders .
Governance Assessment
- Board effectiveness: Mary’s multi‑REIT perspective (DLR Chair; KIM/HST director) strengthens oversight of executive pay and performance metrics as a member of Compensation & Talent; committee independence, use of FPC, and codified clawback bolster investor confidence .
- Alignment and incentives: Director pay is primarily equity (~75% in 2024), with clear vesting schedules and robust ownership guidelines (≥5x cash retainer), supporting long‑term alignment; her unvested RSUs (8,001) and overall holdings enhance skin‑in‑the‑game .
- Independence and attendance: Independence affirmed; 2024 attendance thresholds met; executive sessions led by independent chair; strong shareholder engagement outreach with board participation .
- Say‑on‑pay signal: 93.3% approval in 2024 underlines support for pay framework overseen by her committee .
- Conflicts and related‑party risk: No related‑party transactions in 2024; board service limit policy in place; her four public boards (including chair role at DLR) remain within company limits .
- RED FLAGS: None identified in disclosures (no pledging disclosed; no related‑party transactions; strong attendance; independent committee oversight). Continued monitoring warranted on time commitments given multiple board roles, but current governance policy mitigates risk .