Robert Antin
About Robert L. Antin
Independent director since the 2013 IPO; age 75. Founder and former Chairman/CEO/President of VCA Inc. (publicly traded until its 2017 sale to Mars), with earlier leadership roles at AlternaCare Corp. and American Medical International. Education: B.A. SUNY Cortland; MBA with certification in hospital and health administration from Cornell. Current board role: Chair of the Compensation Committee; designated independent under NYSE standards. Other public board: B. Riley Financial (NASDAQ: RILY). Core credentials include public company leadership, operations, financing, strategic planning, and human capital/compensation oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VCA Inc. | Founder; Chairman; CEO & President | 1986–2017 | Built a national animal healthcare platform; public company leadership through sale to Mars in 2017 . |
| AlternaCare Corp. | President, CEO, Director; Co‑founder | 1983–1985 | Developed and operated outpatient surgical centers . |
| American Medical International | Officer | 1978–1983 | Health care facilities operator; operating experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| B. Riley Financial (RILY) | Director | Current | Public company directorship . |
| Heska Corporation | Director | 2020–2023 | Prior public company board service . |
Board Governance
| Area | Details |
|---|---|
| Independence | Independent director under NYSE listing standards . |
| Committee assignments (2024) | Compensation Committee (Chair); the three standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors . |
| Committee workload & attendance (2024) | Compensation Committee: 7 meetings; 100% attendance; 5 actions by unanimous written consent . |
| Board attendance (2024) | Each incumbent director attended 100% of regularly scheduled Board and applicable committee meetings; Board held 4 regular and 1 special meeting (overall director attendance 97.5%) . |
| Shareholder vote (2025 election) | Antin re‑elected: For 198,565,331; Against 15,990,485; Abstain 70,161; Broker non‑votes 4,344,291 . |
| Lead independent/Chair structure | Post‑AGM 2025, Tyler H. Rose appointed independent Chairman, enhancing independent oversight . |
Fixed Compensation (Director)
| Component | Amount / Detail |
|---|---|
| Fees earned/paid in cash (2024) | $120,000 . |
| Equity award grant-date fair value (2024) | $149,991 (restricted common stock) . |
| Shares granted (2024) | 3,357 restricted shares, granted June 11, 2024 . |
| Vesting | Annual director restricted stock vests at the earlier of the next annual meeting or first anniversary, subject to service . |
| Ownership guideline | 5x annual cash retainer; all non‑employee directors either satisfied or within allotted time as of April 14, 2025 . |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging; limited exceptions to pledging require stringent conditions . |
Performance Compensation (Oversight Focus)
Non‑employee directors do not receive performance-based pay; equity is time‑based. As Compensation Committee Chair, Antin oversees the executive pay program, which uses the following metrics and structures:
| Component | Weight | Metric/Design | Notes |
|---|---|---|---|
| Annual cash incentive (NEOs, 2024) | 35% | Core FFO per diluted share | Formulaic goal; aligned to profitability . |
| Annual cash incentive (NEOs, 2024) | 35% | Consolidated Portfolio NOI growth | Captures internal/external growth and efficiency . |
| Annual cash incentive (NEOs, 2024) | 10% | ESG goals | Solar commitments; LEED standards; Green Lease Leader; employee training/volunteering; inclusion training . |
| Annual cash incentive (NEOs, 2024) | 20% | Qualitative | Strategy, capital structure, talent moves; 2024 performance supported max payouts . |
| LTI (NEOs, 2024) | 50% | Relative TSR vs. Dow Jones U.S. Equity REIT Index | Payout curve: 50% threshold; 100% target; 225% max; modified by absolute TSR . |
| LTI (NEOs, 2024) | 50% | 3‑yr Core FFO/share growth | Same payout curve; three‑year measurement . |
| Program changes (2024–2025) | — | Reduced LTI max to 275%; added absolute TSR modifier; one‑year post‑vest hold on service‑vesting units (from 2025); increased formulaic STI to 80% in 2025 | Changes responsive to investor feedback; Comp Committee chair engaged directly with investors . |
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Cash fees ($) | $120,000 . |
| Stock awards ($) | $149,991 . |
| Total ($) | $269,991 . |
| Shares granted (#) | 3,357 (6/11/2024) . |
Other Directorships & Interlocks
- Current public boards: B. Riley Financial (RILY) .
- Prior public boards: Heska Corporation (2020–2023) .
- Compensation Committee interlocks: None; committee comprised solely of independent directors; no related-person transactions requiring disclosure for members .
Expertise & Qualifications
- Public company leadership and operations/strategic planning (VCA founder/CEO/Chair) .
- Human capital/compensation oversight; financial/capital allocation; financial literacy .
- Healthcare services operating pedigree; governance experience across public boards .
- Education: SUNY Cortland (BA); Cornell (MBA, hospital and health administration certification) .
Equity Ownership
| Holder | Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|
| Robert L. Antin | 47,110 shares/units (as of April 3, 2025) | <1% | Company had 236,170,792 shares outstanding; directors subject to 5x retainer ownership guideline . |
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging, with limited exceptions; proxy does not disclose any pledging exceptions for directors .
- Director ownership guideline compliance: All non‑employee directors either satisfied or within time to comply as of April 14, 2025 .
Insider Trades (Form 4)
| Date (Filing) | Transaction | Description | Post‑Transaction Holdings |
|---|---|---|---|
| 2025‑06‑05 | Award | Restricted common stock issued under Non‑Employee Director plan; routine annual grant | 51,883 shares . |
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay: For 185,057,412; Against 29,480,709; Abstain 87,856; Broker non‑votes 4,344,291 .
- 2024 Say‑on‑Pay support: approximately 62%; committee undertook outreach (reached out to holders of 94% of shares; engaged with 67%); Compensation Committee Chair (Antin) participated in several investor meetings; program changes implemented for 2024–2025 .
Related‑Party Transactions & Conflicts
- Company discloses registration rights and a tax matters agreement involving certain insiders (Ziman, Schwimmer, Frankel) to manage formation‑related tax matters; Antin not listed among beneficiaries .
- Property management agreements generate fees from properties owned by the Co‑CEO; potential conflicts managed through disclosure and governance processes; Antin not party to these arrangements .
- Related‑party transaction review is overseen by the Audit Committee under a written policy; no related‑person transactions disclosed involving Antin in the proxy .
Governance Assessment
- Signals supporting investor confidence
- Independence and roles: Independent director; Compensation Committee Chair; strong attendance (100% on Compensation Committee) .
- Shareholder engagement: Active outreach following lower 2024 SOP; Antin personally participated; program changes (reduced LTI leverage; absolute TSR modifier; added holding period; more formulaic STI) .
- Ownership alignment: 5x retainer guideline; anti‑hedging/pledging policy; routine annual equity grants; beneficial ownership disclosed .
- No compensation committee interlocks; committee fully independent .
- Watch items / potential red flags
- 2024 Say‑on‑Pay support at ~62% flagged prior investor concern; improved 2025 SOP vote suggests progress but ongoing scrutiny of pay rigor and outcomes is warranted under Antin’s chairmanship .
- Cross‑board service: Concurrent RILY directorship introduces external time commitments and potential reputational interdependencies (no direct customer/supplier/conflict disclosed at REXR) .
Overall: Antin brings seasoned CEO/operator perspective and deep compensation oversight, with strong attendance and engagement. Following investor pushback in 2024, the committee he chairs implemented multiple shareholder‑aligned changes; 2025 SOP results and policy enhancements are constructive governance signals .