Katherine M. Sandstrom
Toll BrothersAbout Katherine M. Sandstrom
Katherine M. Sandstrom, age 55, is an independent director of Toll Brothers (TOL) since December 2023. She is a CPA and former Senior Managing Director at Heitman LLC with over 20 years of real estate finance and investment experience; she chaired Heitman’s public real estate securities business and served on the firm’s global management and allocation committees . The Board affirmed her independence, with all directors other than the CEO determined independent under NYSE and Board standards .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Heitman LLC | Senior Managing Director; Global Head, Public Real Estate Securities | 2013–2018 | Leadership of buy-side REIT securities strategies; member, global management committee, board of managers, allocation committee |
| Heitman LLC | Advisor | Jul 2018–Mar 2019 | Advised on institutional real estate investment initiatives |
| Heitman LLC | Various senior leadership roles | 1996–2013 | Built multi-decade expertise across institutional real estate investing |
External Roles
| Company | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Healthpeak Properties, Inc. | Chair of the Board | Current | Leads board of a healthcare-focused REIT |
| EastGroup Properties, Inc. | Director | Since Jul 2020 | REIT board service |
| Urban Edge Properties | Director | Since Oct 2022 | REIT board service |
Board Governance
- Committee assignments at Toll Brothers: none currently; she is not listed as a member or chair of Audit & Risk, Executive Compensation, Governance, or Public Debt & Equity Securities Committees .
- Independence: Board affirmatively determined independence for all directors except the CEO; Sandstrom is classified independent .
- Attendance and engagement: The Board held 4 meetings in fiscal 2024; all incumbent directors attended each regular Board meeting and at least 90% of all Board/committee meetings; independent directors held 4 executive sessions .
- Board refreshment and over-boarding policy: The Board adopted a formal over-boarding policy during recruitment of Sandstrom and Reinsdorf; directors must pre-clear other public boards with the Governance Committee, which determined Sandstrom has sufficient capacity to fully participate in Board activities .
- Stock ownership guidelines and trading policies: Directors must hold equity equal to 5x the annual base cash retainer; hedging and pledging of Company stock by directors is prohibited; as of Dec 2024, each director had met the guidelines or was within the permitted timeframe .
Fixed Compensation
| Item (Fiscal 2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $77,917 |
| Stock Awards | $0 |
| Options | $0 |
| Total | $77,917 |
Program structure (Board-level for non-executive directors):
- Annual Board retainer: $260,000, comprised of $85,000 cash and $175,000 RSUs; new directors receive their first Director RSU grant in the December following the fiscal year of appointment, pro-rated for prior service .
- Committee retainers: Audit members $25,000; Compensation and Governance members $20,000 (each split one-third cash, two-thirds RSUs); committee chairs receive an additional $10,000 cash; Public Debt & Equity Securities Committee member $10,000 (only if the committee meets), chair $5,000 cash .
- Lead Independent Director cash retainer: $35,000 .
- No meeting fees are paid for Board or committee attendance .
Performance Compensation
Directors receive service-based RSUs; there are no performance metrics for director equity awards (performance metrics apply to executives only).
- Director RSUs vest on the first anniversary of grant for grants starting Dec 2023; prior grants vested in equal annual installments over 2 years; dividend equivalents accrue and vest with RSUs (footnote 2).
- Change of control: accelerated vesting of director RSUs occurs only upon cessation as a director (double-trigger) (footnote 2).
- New director grant timing: first Director RSU grant in the December following the fiscal year of appointment, pro-rated for prior service (explains $0 stock awards in fiscal 2024 for Sandstrom) .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Public boards | Healthpeak Properties (Chair), EastGroup Properties (Director), Urban Edge Properties (Director) |
| Interlocks / potential conflicts | All three are REITs; Toll Brothers is a homebuilder. The Governance Committee reviewed Sandstrom’s outside commitments and affirmed capacity and lack of unacceptable conflicts under the over-boarding policy . |
Expertise & Qualifications
- CPA; extensive real estate finance and investment background; led Heitman’s global public real estate securities business .
- Board skills matrix highlights: leadership, industry, operating & investment, accounting & financial, and experience on other boards .
Equity Ownership
| Metric (Record Date Jan 17, 2025) | Value |
|---|---|
| Total beneficial ownership (common shares) | 0 |
| Percent of common stock | * (less than 1%) |
| RSUs outstanding (unvested) at Oct 31, 2024 | 0 (footnote 3) |
| RSUs outstanding (vested) at Oct 31, 2024 | 0 (footnote 3) |
| Stock options outstanding at Oct 31, 2024 | 0 (footnote 4) |
| Shares pledged as collateral | Prohibited by policy; none pledged . |
| Ownership guidelines | 5x annual base cash retainer; Board determined all directors met or were within permitted timeframe in Dec 2024 . |
Governance Assessment
Positive signals:
- Strong independence and Board oversight framework, with formal over-boarding controls and case-by-case review of outside commitments; Board explicitly assessed Sandstrom’s capacity and affirmed suitability .
- High attendance culture (100% at regular Board meetings; ≥90% overall), with independent director executive sessions, enhancing oversight quality .
- Robust director ownership expectations (5x retainer) and prohibitions on hedging/pledging align director interests with shareholders .
Watch items / RED FLAGS:
- Early tenure with zero disclosed stock awards in fiscal 2024 reflects timing of first RSU grant (December following fiscal year of appointment); monitor December 2024 pro-rated grant and future equity alignment to ensure guideline compliance trajectory .
- Multiple external public board roles, including a chair position, increase time demands; mitigated by the Company’s pre-clearance and affirmative Board capacity determination, but remains an area to monitor for potential over-boarding risk if roles expand .
No related-party transactions or Section 16 reporting issues were disclosed for Sandstrom in fiscal 2024; delinquent Section 16 filings noted in the proxy involved other directors (Garvey and McLean), not Sandstrom .