Priya Cherian Huskins

About Priya Cherian Huskins

Priya Cherian Huskins (age 53) is an independent director at Realty Income and has served on the Board since 2007; she chairs the Compensation and Talent Committee and is a member of the Nominating/Corporate Governance Committee. She is Senior Vice President and partner at Woodruff Sawyer & Co. (since 2003) and previously practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati (1997–2003); she holds a J.D. from the University of Chicago Law School and an undergraduate degree from Harvard College . She is recognized for expertise in directors’ and officers’ liability risk, governance, and compensation best practices .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation and Talent Committee; Member, Nominating/Corporate Governance Committee; Independent director status affirmed by Board .
• Committee responsibilities: Compensation & Talent oversees executive pay, incentive metrics, severance, Board compensation, human capital, and clawback policy; 2024 meetings: 6; all members independent . Nominating/Corporate Governance oversees board composition, ESG policies, succession planning, effectiveness reviews; 2024 meetings: 4; all members independent .
• Attendance and engagement: Board met 8 times in 2024; all directors attended at least 75% of Board and committee meetings, and attended the 2024 annual meeting; executive sessions held with independent directors only .
• Board leadership: Non-Executive Independent Chairman presides as lead independent director (Michael D. McKee) .
• Shareholder engagement: Company engaged holders representing ~75% of common stock across ~250 firms; feedback on compensation and board composition relayed to relevant committees .

Fixed Compensation

Director compensation structure (2024):

• Annual equity grant: 4,000 restricted shares (or RSUs) granted at annual meeting; approximately 75% of director compensation in restricted shares to align interests .
• Cash retainers: Board member $35,000; Compensation & Talent Chair $25,000; Nominating/Corporate Governance Member $15,000; Audit Chair $35,000; Audit Member $17,500; Non-Executive Chair additional $125,000 .
• 2025 changes (subject to shareholder approval and effective as of Annual Meeting): Annual cash retainer increases to $100,000; Non-Executive Chair to $150,000; annual equity grant switches from fixed shares to $200,000 value award (shares determined by grant-date price) .

Performance Compensation

• Options: As of Dec 31, 2024, non-employee directors held no stock options .
• Clawback: Committee administers and oversees clawback policy for executives and covered employees; no director-specific performance metric disclosures .

Other Directorships & Interlocks

• Potential conflicts/related-party exposure: Huskins’ senior role and board position at Woodruff Sawyer (insurance brokerage) is a potential area to monitor if the company procures insurance services; Audit Committee reviews related-party transactions per policy .
• No specific related-party transactions involving Huskins are disclosed in the provided excerpts.

Expertise & Qualifications

• Legal and risk management expertise with recognized proficiency in D&O liability and risk mitigation .
• Governance and compensation best practices experience; advisory role at Stanford Rock Center .
• Education: J.D., University of Chicago Law School; undergraduate, Harvard College .

Equity Ownership

• Director stock ownership guidelines: Each non-employee director must hold stock valued at ≥5x annual cash retainer .
• Compliance status vs guideline is not explicitly disclosed in the provided excerpts; Huskins’ beneficial ownership noted above .

Governance Assessment

• Strengths: Long-tenured independent director with deep legal, risk, and governance expertise; serves as Chair of Compensation & Talent with active remit over performance metrics, severance, clawback, and Board compensation; committee independence confirmed; robust shareholder engagement .
• Alignment: Director compensation heavily equity-based (~75% in 2024), annual grants vest immediately given her tenure, supporting alignment through direct ownership; stock ownership guidelines enforce meaningful minimum holdings .
• Oversight Quality: Clear committee responsibilities and meeting cadence (Compensation & Talent: 6; Nominating/Corporate Governance: 4; Board: 8), attendance thresholds met by all directors, executive sessions for independents, lead independent chair structure since 1997 .
• Watch items/RED FLAGS to monitor:
  • Pay inflation risk: cash retainer increases to $100,000 and shift to $200,000 equity value grants; while aligned to peers, higher fixed cash can reduce at-risk mix over time .
  • Potential related-party exposure given senior role and board seat at Woodruff Sawyer; ensure disclosure and Audit Committee oversight if services are procured .

Compensation Committee Analysis

• Composition: Priya Cherian Huskins (Chair), Mary Hogan Preusse, Gerardo I. Lopez, Michael D. McKee, Gregory T. McLaughlin; all independent; 6 meetings in 2024 .
• Consultant: FPC engaged; recommended increases to director cash retainer and switch to $200,000-equivalent equity grants to align with market practice .
• Committee report: Compensation & Talent Committee recommended inclusion of CD&A in proxy and 10-K .
• Responsibilities include setting performance metrics for executive incentives, approving CEO goals and pay, severance arrangements, Board compensation, administering clawback .

Fixed Compensation (Structure Reference)

Performance Compensation (Director Equity Vesting)

Huskins has served since 2007 (≥8 years), so annual grants vest immediately .