Kate B. Henriksen
About Kate B. Henriksen
Independent director at Stratus Properties Inc. (STRS); age 51; director since 2021. Co-Chief Investment Officer at RLJ Lodging Trust, with >20 years in real estate and hospitality; B.S. from Cornell University School of Hotel Administration (real estate/asset management concentration). Committee roles: Chair, Nominating & Corporate Governance; Member, Compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RLJ Lodging Trust (NYSE: RLJ) | Co-Chief Investment Officer | 2019–present (at RLJ since 2002; SVP Investments & Portfolio Analysis 2007–Feb 2019) | Oversaw acquisitions/dispositions, portfolio strategy, performance tracking, capital raising and IR |
| Marriott International | Director of Development Planning & Feasibility | Pre-2002 | Development feasibility, planning in hospitality assets |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| RLJ Lodging Trust | Co-Chief Investment Officer | No board disclosed | Management role; no STRS-related party transactions disclosed for Henriksen |
Board Governance
- Independence: Affirmed independent under NASDAQ standards; broad conflicts review performed annually by counsel and the Board .
- Committee assignments and meeting cadence (2024): Chair, Nominating & Corporate Governance (2 meetings); Member, Compensation (4 meetings). All standing committees are 100% independent .
- Attendance: Each director attended over 92% of Board and committee meetings in 2024; directors do not receive meeting fees .
- Governance features: Lead Independent Director role (Dr. Joseph, reappointed Apr 1, 2025); regular executive sessions without management; overboarding policy and stock ownership guidelines for directors .
| Committee | Role | Meetings in 2024 | Key Oversight |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 2 | Board composition/refreshment, governance guidelines, stockholder proposals, Board/committee evaluation, sustainability oversight |
| Compensation | Member | 4 | Exec and director pay, incentive plans, succession, culture/human capital; independent consultant engaged as needed |
Fixed Compensation
| Year | Board Retainer (Cash) | Committee Chair Fee (NCG) | Committee Member Fee (Comp) | Total Cash Paid |
|---|---|---|---|---|
| 2024 | $35,000 | $10,000 | $6,000 | $51,000 |
| 2023 | $35,000 | $10,000 | $6,000 | $51,000 |
- No director meeting fees; reasonable expenses reimbursed; directors may elect retainer paid in stock .
Performance Compensation
- Directors receive time-vested RSUs; no performance metrics disclosed for director equity; annual target grant value $65,000 since 2023 .
| Year | Grant Date | RSUs Granted | Grant Value | Vesting Terms |
|---|---|---|---|---|
| 2024 | May 9, 2024 | 2,720 | $65,008 | 100% vest at 1st anniversary; acceleration on death/disability/retirement/not re-nominated |
| 2023 | May 11, 2023; Sep 1, 2023 | 1,918; 718 | $45,000; $20,000 | Each grant vests at 1st anniversary; same acceleration provisions |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| RLJ Lodging Trust | Employer (Co-CIO) | None disclosed with STRS customers/suppliers; related-party transactions are overseen by Audit Committee; no Henriksen transactions disclosed in proxy |
Expertise & Qualifications
- Deep real estate investing, hospitality, asset management, REIT operations, investor relations; acquisition/disposition leadership .
- Board skills matrix indicates other public board experience present on Board overall; Henriksen contributes risk management, finance/accounting competencies .
Equity Ownership
- Director stock ownership guideline: 3x annual retainer ($105,000); non-employee directors have 5 years to comply; as of Mar 26, 2025, all non-employee directors exceeded targets . Anti-hedging; no new pledges since Mar 3, 2016 .
| As-of Date | Common Shares (not subject to RSU vesting) | RSUs vesting within 60 days | Unvested RSUs (>60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Mar 25, 2024 | 2,729 | 1,918 | 1,668 | 4,647 | <1% |
| Mar 26, 2025 | 5,965 | 2,720 | 350 | 8,685 | <1% |
- No pledged shares indicated for Henriksen; pledging prohibited for insiders since 2016 under policy .
Governance Assessment
- Alignment and independence: Chairing Nominating & Corporate Governance while independent strengthens board refreshment and governance oversight; high meeting attendance supports engagement .
- Pay structure: Cash retainer and committee fees unchanged; equity grant elevated to $65k since 2023, increasing equity mix consistent with alignment; RSUs are time-based (not performance-linked), typical for director pay .
- Ownership alignment: Beneficial ownership increased from 4,647 (2024) to 8,685 (2025), and guideline compliance achieved—positive signal for alignment .
- Shareholder signals: Say-on-pay support rose to 95% at 2024 annual meeting (from 75% in 2023), indicating improved investor confidence in compensation governance .
- RED FLAGS: None disclosed related to Henriksen—no related-party transactions, hedging, or pledging noted; overboarding policy in place; independent committees . Watch item: RLJ Lodging Trust executive obligations could pose time-commitment risk, mitigated by STRS limits on external boards and committee service .
Overall, Henriksen’s governance profile—independent status, chairing governance, consistent attendance, rising ownership, and standard director equity practices—supports investor confidence. No conflicts are disclosed; pay mix leans toward equity since 2023; governance processes (board evaluations, executive sessions, clawbacks, stock ownership guidelines) are robust .