Kristin A. Campbell
About Kristin A. Campbell
Kristin A. Campbell (age 63) is an independent director of Regency Centers (REG) since 2023. She is the former Executive Vice President, General Counsel and Chief ESG Officer of Hilton Worldwide Holdings Inc. (2011–Oct 2023) and currently serves as a Senior Advisor at BarkerGilmore; she holds a B.S. from Arizona State University and a J.D. from Cornell Law School . She brings deep experience in legal, compliance, ESG, retail, public company governance, real estate, and M&A, and is Chair of the Board’s Nominating & Governance Committee and a member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilton Worldwide Holdings Inc. | EVP, General Counsel and Chief ESG Officer | June 2011 – Oct 2023 | Led global legal, compliance, government affairs, and ESG functions . |
| Staples, Inc. | SVP, General Counsel and Corporate Secretary | 2007 – 2011 | Senior legal leadership at a major retailer . |
| Goodwin Procter; Rackemann, Sawyer & Brewster | Attorney (prior roles) | Not disclosed | Corporate and commercial legal practice experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The ODP Corporation | Director (Public company) | Since 2016 | Board service; committees not disclosed in REG proxy . |
| BarkerGilmore | Senior Advisor | Current | Legal executive search and leadership advisory . |
| Crete Mechanical Group (private) | Director | Current | Private multi-service building solutions board member . |
| Boston University School of Hospitality Administration | Advisory Board Member | Current | Academic advisory role . |
| LegalMation | Advisory Board Member | Current | Legal technology advisory role . |
Board Governance
- Independence: The Board determined Campbell is independent under Nasdaq rules (9 of 11 nominees are independent) .
- Committees and roles (2024 activity):
- Nominating & Governance Committee: Chair; met five times in 2024; oversees corporate governance, ethics/compliance, corporate responsibility (ESG), political contribution oversight, board composition/refreshment, and the annual board/committee evaluations .
- Compensation Committee: Member; met five times in 2024; oversees executive pay design, targets, payouts; retains Semler Brossy as independent compensation consultant .
- Attendance and engagement: Board held six meetings in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held executive sessions at all regularly scheduled Board and committee meetings .
- Executive sessions and leadership: Regular executive sessions chaired by independent leaders/committee chairs; robust governance framework with separate Chair/CEO and a Lead Independent Director .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainers and committee fees) | $95,000 | Actual fees earned/paid in cash (directors may elect shares in lieu) . |
| Equity (annual restricted stock award) | $125,018 | Aggregate grant-date fair value; annual grant to non-employee directors . |
| Total 2024 | $220,018 | Sum of cash and equity compensation . |
Elements of 2024 non‑employee director compensation (program design):
- Annual cash retainer: $75,000; additional annual cash retainers: Lead Director $35,000; Committee Chairs: Audit/Investment $20,000; Compensation/Nominating & Governance $15,000; Committee members (non-chairs): Audit/Investment $15,000; Compensation/Nominating & Governance $10,000; Annual restricted stock award: $125,000; Additional stock rights award for Lead Director: $10,000; retainers may be taken in stock and may be deferred .
Performance Compensation
| Award Type | Grant Timing/Value | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Annual restricted stock/stock rights | $125,018 grant-date fair value; per-share valuation $59.11 on May 1, 2024 (annual director grant) | 100% on first anniversary of grant | None (time-based vesting) | Directors can defer awards; shares underlying award not issued until vesting . |
The company does not disclose option grants for directors; director equity is delivered as restricted stock/stock rights with time-based vesting, not performance share units .
Other Directorships & Interlocks
- Public boards: The ODP Corporation (since 2016) .
- Compensation Committee interlocks: None reported for any Compensation Committee member in 2024; no insider participation and no relationships requiring disclosure under Item 404 .
- Overboarding policy: REG limits independent directors who are not full-time executives to a maximum of four public boards (including REG); Campbell’s one outside public board is within policy .
Expertise & Qualifications
- Education: B.S., Arizona State University; J.D., Cornell Law School .
- Domain expertise: Legal, compliance, ESG leadership, retail, public company governance, real estate, and M&A; identified in REG’s nominee qualifications .
- Governance focus: Chairs Nominating & Governance (overseeing corporate responsibility and ethics/compliance); member of Compensation overseeing pay-for-performance design with independent consultant support .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Shares owned | 2,790 | Beneficial ownership as of March 14, 2025 . |
| Right to acquire within 60 days | 2,179 | Includes shares underlying restricted stock/stock rights vesting within 60 days . |
| Ownership as % of outstanding | <1% | Less than one percent of class . |
| Shares pledged | None | No shares pledged by directors/officers reported . |
Alignment policies:
- Stock ownership policy: Directors must meet ownership targets expressed as a multiple of annual retainer within five years; 25% post‑vesting share retention requirement; individual compliance status not disclosed .
- Hedging/pledging: Prohibited for officers and directors; no margin accounts or pledges allowed .
Governance Assessment
- Positive signals: Independent status; leadership as Chair of Nominating & Governance (oversight of ESG, ethics, board refreshment); membership on Compensation Committee that uses an independent consultant (Semler Brossy); strong shareholder support on 2024 Say‑on‑Pay (96% For), suggesting investor alignment with pay design overseen by the committee .
- Engagement/attendance: Board met six times; all directors met ≥75% attendance; independent directors met in executive session at all regular meetings—supporting robust oversight culture .
- Conflicts/related‑party: No related‑party transactions requiring disclosure in 2024; policy includes pre‑approval thresholds (e.g., de minimis 1% revenue for entities where a director serves solely as a non‑employee director) .
- Risk controls: Prohibitions on hedging/pledging; stock ownership policy; comprehensive clawback policies (restatement‑based and misconduct‑based) for officers (reinforces overall governance posture) .
- Policy compliance: Overboarding limits in CGGs; Campbell’s single outside public board is within the cap .
No RED FLAGS identified in company disclosures regarding attendance shortfalls, related‑party transactions, hedging/pledging, or committee interlocks for Campbell in 2024 .