LeRoy E. Carlson
About LeRoy E. Carlson
Independent director since February 2010; currently chairs the Nominating and Corporate Governance Committee and serves on Audit and Compensation. Age 79; Principal of NNC Apartment Ventures, LLC since 1999; former Executive Vice President/Chief Operating Officer/Chief Financial Officer and director at BRE Properties, Inc. (now Essex Property Trust), and prior CFO/VP/director at Real Estate Investment Trust of California; Certified Public Accountant (California); graduate of the University of Southern California. Board and committee attendance was 100% in 2024, and he is affirmatively determined independent under NYSE/SEC standards. Beneficial ownership was 37,148 shares (0.0%) as of March 7, 2025; post the May 7, 2025 Form 4 grant, holdings increased to 39,987 shares (Form 4 URL: https://www.sec.gov/Archives/edgar/data/1476150/000147615025000015/0001476150-25-000015-index.htm).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRE Properties, Inc. (now Essex Property Trust) | Executive Vice President, Chief Operating Officer, Chief Financial Officer; Director | Through retirement in October 2002 | Oversaw capital markets, asset management, development; key role in two mergers totaling ~$2B |
| Real Estate Investment Trust of California | Vice President, Chief Financial Officer; Director | 1990–March 1996 | Senior finance leadership |
| William Walters Company | Partner and Chief Financial Officer | 1976–1990 | Asset management; Southern California investor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NNC Apartment Ventures, LLC | Principal | 1999–present | Long-term investment in multi-family assets on the West Coast (private firm) |
Board Governance
- Committee memberships and chair roles: Audit (member), Compensation (member), Nominating & Corporate Governance (chair) .
- Independence: Determined independent under NYSE and SEC standards; majority-independent board post-annual meeting .
- Attendance: Board held 5 meetings in 2024; directors attended 100% of board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit met 4 times; Compensation met 3 times; Nominating & Corporate Governance met once in 2024 .
- Board leadership: Combined Chair/CEO (Baird) with a Lead Independent Director (Pasquale) who chairs executive sessions after each scheduled board meeting .
Fixed Compensation
| Year | Cash Retainer ($) | Equity Grant ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 55,000 | 125,007 | 180,007 | Equity is fully vested common stock; no perquisites; directors may defer fees and stock under Deferred Compensation Plan; annual cash retainer increases to $70,000 and equity grant to ~$160,000 beginning May 2025 |
Performance Compensation
- Director equity awards are time-based, fully vested common stock with no disclosed performance metrics or vesting schedules (no RSUs/PSUs for directors; none unvested as of Dec 31, 2024) .
| Performance Metric Category | Director Plan Treatment |
|---|---|
| Financial/TSR metrics tied to director pay | None disclosed |
| Vesting conditions (director equity) | Fully vested at grant; no unvested awards outstanding at 12/31/2024 |
| Clawback provisions specific to director pay | Not disclosed for directors; company-wide code and policies in place |
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024 (no member was an officer/employee/former officer; no interlock requiring disclosure) .
Expertise & Qualifications
- Over 30 years in real estate; senior public REIT operating experience (COO/CFO) with capital markets oversight and large-scale mergers; CPA; USC graduate. Board cites qualifications in industrial/multi-family real estate and public REIT operations .
Equity Ownership
| Date | Shares Beneficially Owned | Percent of Outstanding | Source |
|---|---|---|---|
| March 7, 2025 | 37,148 | 0.0% | |
| May 7, 2025 (post grant) | 39,987 | N/A | Form 4: https://www.sec.gov/Archives/edgar/data/1476150/000147615025000015/0001476150-25-000015-index.htm |
- Stock ownership guidelines: Non-employee directors must own stock with market value ≥ $200,000 within four years; all executives and directors are in compliance or not yet required .
- Unvested/vested: None of the independent directors held unvested equity as of Dec 31, 2024 .
- Pledging/hedging: Company discloses policy concerning insider trading, hedging, and pledging; no pledging by Carlson disclosed .
Insider Trades
| Filing Date | Transaction Date | Type | Shares Transacted | Price ($) | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-05-07 | 2025-05-06 | Award (A) | 2,839 | 0.00 | 39,987 | https://www.sec.gov/Archives/edgar/data/1476150/000147615025000015/0001476150-25-000015-index.htm |
| 2024-05-09 | 2024-05-07 | Award (A) | 2,277 | 0.00 | 37,148 | https://www.sec.gov/Archives/edgar/data/1476150/000095017024057285/0000950170-24-057285-index.htm |
| 2023-12-12 | 2023-12-08 | Sale (S) | 5,000 | 58.77 | 34,871 | https://www.sec.gov/Archives/edgar/data/1476150/000095017023069792/0000950170-23-069792-index.htm |
| 2023-05-04 | 2023-05-02 | Award (A) | 2,080 | 0.00 | 39,871 | https://www.sec.gov/Archives/edgar/data/1476150/000089924323012304/0000899243-23-012304-index.htm |
Shareholder Voting Signal (2024)
| Item | For | Against | Abstain | Broker Non Votes |
|---|---|---|---|---|
| Election of LeRoy E. Carlson | 67,615,692 | 16,809,404 | 186,214 | 2,132,514 |
| Say-on-Pay (NEO compensation) | 83,124,580 | 1,466,164 | 20,566 | 2,132,514 |
| Auditor ratification (Ernst & Young LLP) | 86,293,972 | 388,246 | 61,606 | — |
| Source: . Prior say-on-pay approvals were ~98% (2024) and ~93% (2023) . |
Governance Assessment
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Strengths
- Independence, strong committee engagement, and leadership as Nominating & Corporate Governance Chair; full attendance in 2024 enhances board effectiveness .
- Transparent director pay structure (cash + fully vested stock), with modest levels and no perquisites; ability to defer aligns with long-term horizons .
- Ownership alignment supported by stock ownership guidelines; no related party transactions disclosed in 2024 .
- Board maintains executive sessions led by an independent Lead Director; clear committee workloads disclosed .
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Potential Watch Items
- Insider sale of 5,000 shares in December 2023 (liquidity, not inherently negative); continued small annual awards thereafter .
- Age 79 highlights succession/refresh considerations for sustained board vitality; however, tenure and experience benefit institutional memory .
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Conflicts/Interlocks
- No compensation committee interlocks; no related person transactions in 2024; NNC Apartment Ventures is multi-family focused (TRNO is industrial), limiting industry overlap risk .
-
Director Compensation Structure Analysis
- 2025 increases in cash retainer ($55k → $70k) and equity grant (~$125k → ~$160k) reflect broader market adjustments; still largely equity-oriented to support alignment .
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Say-on-Pay & Investor Feedback
- High approval on say-on-pay and director elections indicates strong investor support for governance and compensation frameworks .