Christie B. Kelly
About Christie B. Kelly
Independent director of Park Hotels & Resorts Inc. since December 2016; age 63; currently Audit Committee Chair and member of the Compensation & Human Capital Committee. Former EVP, CFO & Treasurer of Realty Income (2021–Dec 2023); previously CFO of JLL (2013–2018) and Duke Realty (2009–2013); earlier roles at Lehman Brothers (SVP, Global Real Estate) and GE (1983–2007). Holds a B.A. in Economics from Bucknell; recognized for exemplary engagement and attendance; designated an “audit committee financial expert.” Also serves on the board of Kite Realty Group Trust.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Realty Income Corporation (NYSE: O) | EVP, CFO & Treasurer | Jan 2021 – Dec 2023 | CFO of large net-lease REIT; later Director (prior period noted below) |
| Jones Lang LaSalle (NYSE: JLL) | EVP & CFO | Jul 2013 – Sep 2018 | Global public real estate services firm |
| Duke Realty (NYSE: DRE) | EVP & CFO | 2009 – Jun 2013 | Industrial REIT; CFO experience |
| Lehman Brothers | SVP, Global Real Estate | 2007 – 2009 | Led real estate equity syndication U.S./Canada |
| General Electric (NYSE: GE) | Finance & Operational Finance roles | 1983 – 2007 | M&A, process improvement, internal audit, ERM in U.S., Europe, Asia |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Kite Realty Group Trust (NYSE: KRG) | Director | Current | Public company directorship |
| Gilbane, Inc. (private) | Director | Current | Private development company board |
| Realty Income Corporation (NYSE: O) | Director | Nov 2019 – Jan 2021 | Prior public directorship |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation & Human Capital Committee member. Audit Committee attendance in 2024 was 100% (4 meetings, 4 executive sessions); Compensation Committee attendance was 97% (7 meetings, 4 executive sessions). Each director attended at least 75% of aggregate Board/committee meetings; Board held 8 meetings in 2024.
- Independence: Board determined Kelly is independent under NYSE and Company guidelines (all three standing committees are fully independent).
- Designations: Audit Committee “financial expert” (SEC definition).
- Stockholder alignment signals: No hedging or pledging permitted for directors; meaningful stock ownership guidelines for directors (5x annual cash retainer) with all independent directors satisfied or on track as of Jan 2, 2025; regular executive sessions of independent directors.
- Say‑on‑pay support (confidence indicator): 93% (2023) and 94% (2024) approval of advisory vote on executive compensation following program changes responsive to investor feedback.
Fixed Compensation
Program structure (2024–2025 service year):
| Component | Amount |
|---|---|
| Annual cash retainer | $80,000 |
| Lead Independent Director (additional) | $35,000 |
| Audit Committee Chair | $25,000 |
| Audit Committee Member | $7,500 |
| Compensation Committee Chair | $20,000 |
| Compensation Committee Member | $7,500 |
| Governance Committee Chair | $20,000 |
| Governance Committee Member | $7,500 |
Director compensation – Kelly (FY2024):
| Metric (FY2024) | Amount |
|---|---|
| Fees earned or paid in cash | $112,467 |
| Stock awards (grant-date fair value) | $139,988 |
| All other compensation | $0 |
| Total | $252,455 |
| Cash fees elected in stock (fully vested shares granted) | 7,222 shares |
Program notes: Independent directors receive annual restricted stock; April 19, 2024 grant vested at the April 25, 2025 annual meeting; cash retainers paid quarterly; directors may elect cash fees in fully vested shares; reasonable travel expenses reimbursed.
Performance Compensation
| Equity Element | Detail |
|---|---|
| Annual equity grant (2024 cycle) | Restricted stock granted Apr 19, 2024; vests on Apr 25, 2025 (2025 annual meeting) |
| Unvested restricted shares at 12/31/2024 (per director) | 8,668 shares |
| Grant-date fair value (Kelly, FY2024) | $139,988 |
| Performance metrics tied to director equity | None disclosed; time‑based vesting only |
| Additional equity alignment | Elected to take 7,222 shares in lieu of cash fees during 2024 |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Notes |
|---|---|---|
| Kite Realty Group Trust (KRG) | Public REIT | Current external public board; no PK‑specific interlocks disclosed |
| Realty Income Corporation (O) | Public REIT | Former director (2019–2021); no PK related‑party ties disclosed |
| Gilbane, Inc. | Private | Private board; no PK related‑party ties disclosed |
Related‑party exposure: PK’s Governance Committee reviews and approves related‑party transactions; the proxy discloses the policy and process; no related‑party transactions involving Kelly are disclosed. Hedging/pledging by directors is prohibited.
Expertise & Qualifications
- Former CFO of three major real estate companies (REIT and services): Realty Income, JLL, Duke Realty; deep REIT, capital markets, risk management and real estate expertise; designated audit committee financial expert.
- Board skills matrix flags her for accounting/financial expertise, REIT and real estate experience, and risk management.
- Education: B.A. Economics, Bucknell; recognized as a “Woman of Influence” by Indianapolis Business Journal.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Kelly) | 121,352 shares (as of Mar 3, 2025) |
| % of shares outstanding | <1% (based on 201,864,175 shares outstanding) |
| Unvested restricted shares at 12/31/2024 | 8,668 shares (annual RS grant, time‑based) |
| Ownership policy (directors) | Must hold 5x annual cash retainer; includes unvested time‑based RS; compliance measured annually |
| Compliance status | Each independent director satisfied or on track as of Jan 2, 2025 |
| Hedging/Pledging | Prohibited for directors/officers |
Governance Assessment
-
Positives for investor confidence:
- Independent director with deep REIT CFO background; Audit Chair and SEC “financial expert,” supporting strong financial reporting oversight.
- High governance quality indicators: fully independent committees, regular executive sessions, robust stock ownership guidelines; no hedging/pledging.
- Alignment: significant equity-based director pay; ability to take fees in stock (Kelly elected 7,222 shares in 2024); unvested RS outstanding (8,668 at year‑end).
- Shareholder support: strong recent say‑on‑pay outcomes (93%/94%), reflecting broader governance/compensation credibility.
-
Watch items/neutral:
- External board service (KRG) increases exposure to broader REIT sector dynamics but no disclosed interlocks/conflicts with PK; related‑party policy in place; none involving Kelly disclosed.
- Director equity plan share reserve expansion proposed (adds 875,000 shares; extends plan term), which maintains equity-based alignment but modestly increases potential dilution; Compensation Committee reviewed market competitiveness.
-
No red flags identified:
- No related‑party transactions disclosed; no pledging/hedging; no tax gross‑ups on director travel perquisites; attendance requirements met (committee attendance robust).