Catherine D. Rice
About Catherine D. Rice
Catherine D. Rice, 65, is an Independent Trustee at Urban Edge Properties (UE) since March 15, 2023. She chairs the Audit Committee and serves on the Corporate Governance & Nominating Committee, and is designated an “Audit Committee Financial Expert” by the Board . Rice is a former Senior Managing Director and CFO of W.P. Carey and has 30+ years in real estate capital markets, having led over $50 billion of financings, M&A, and advisory transactions; she previously spent 16 years in real estate investment banking at Merrill Lynch, Lehman Brothers, and Banc of America Securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.P. Carey (NYSE: WPC) | Senior Managing Director & Chief Financial Officer | Jan 2013 – Feb 2016 | Led finance for global net lease REIT |
| Parmenter Realty Partners | Partner | Jan 2010 – Dec 2012 | Private real estate investment/operations |
| CTS Cement Manufacturing Co. | Senior Advisor & Board Member | Apr 2009 – Jan 2019 | Board oversight; strategic advisory |
| Merrill Lynch; Lehman Brothers; Banc of America Securities | Real Estate Investment Banking (professional roles) | First 16 years of career | $50B+ capital raising/advisory; REIT IPOs, debt/equity offerings, LBOs, restructurings |
External Roles
| Company | Role | Tenure | Committees/Responsibility |
|---|---|---|---|
| BrightSpire Capital (NYSE: BRSP) | Chair of the Board; Director | Jan 2018 – present | Audit Committee member |
| RMG Acquisition Corp III (NASDAQ: RMGCU) | Director | Feb 2021 – present | Board member |
| STORE Capital (formerly NYSE: STOR) | Independent Director | Oct 2017 – Feb 2023 (privatized) | Board member |
Board Governance
- Independence: The Board affirmatively determined all trustees other than the CEO are independent; Rice is independent per NYSE standards and UE categorical standards .
- Committee assignments:
- Audit Committee: Chair; designated Audit Committee Financial Expert .
- Corporate Governance & Nominating Committee: Member .
- Attendance: In 2024, each incumbent trustee attended at least 75% of Board and applicable committee meetings; all trustees attended the 2024 annual meeting .
- Audit Committee report signatories include Rice (Chair), evidencing active oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $75,000 | Standard board retainer |
| Committee Chair – Audit | $25,000 | Additional annual cash retainer |
| Committee Chair – Compensation; Corporate Governance & Nominating | $20,000 | Additional annual cash retainer (for those chairs) |
| Committee Member – Audit | $12,500 | Additional annual cash retainer |
| Committee Member – Compensation; Corporate Governance & Nominating | $10,000 each | Additional annual cash retainer |
| Lead Trustee | $60,000 | Additional annual cash retainer (not applicable to Rice) |
| Director | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| Catherine D. Rice | $106,875 | $119,999 | $226,874 |
- Award form: Non-employee directors receive annual grants of restricted Common Shares, DSUs, or restricted LTIP Units with ~$120,000 grant-date fair value; Rice elected Restricted Stock in 2024 .
- Stock ownership guidelines: Directors must hold ≥3x annual cash retainer; all non-employee trustees currently satisfy the guidelines .
Performance Compensation
Directors do not have performance-conditioned pay at UE; their annual equity grants are time-based and vest on the one-year anniversary of grant, with no performance metrics (e.g., TSR/FFO/NOI) tied to director compensation .
| Element | Structure | Vesting |
|---|---|---|
| Director equity (Restricted Shares/DSUs/LTIP Units) | Annual grant ≈$120,000 fair value | 1-year cliff vest |
Other Directorships & Interlocks
- Current public boards: BRSP (Chair, Audit member); RMG Acquisition III (Director) .
- Prior public boards: STORE Capital (Director, until privatization 2023) .
- Potential interlocks/conflicts: None disclosed by UE; Related-party transactions policy review reports no related-person transactions in 2024 beyond compensation .
Expertise & Qualifications
- Financial oversight: Audit Chair and Audit Committee Financial Expert; extensive CFO experience .
- Capital markets: 30+ years; $50B+ in REIT IPOs, debt/equity, M&A, restructurings .
- REIT/real estate domain: Executive roles at W.P. Carey; board leadership at multiple REITs .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership – Common Shares | 23,681 |
| Ownership as % of outstanding shares | <1% (asterisk denotes less than 1%) |
| Unvested director equity (as of 12/31/24) | 7,036 (Rice) |
| Ownership guideline compliance | All non-employee trustees meet 3x retainer guideline |
| Hedging/pledging policy | Trustees and executives prohibited from hedging/pledging company securities |
Governance Assessment
- Strengths:
- Independent director; Audit Chair; designated Financial Expert, supporting robust financial reporting oversight .
- Documented engagement (≥75% meeting attendance; presence at annual meeting) .
- Balanced director pay structure with meaningful equity component and strict ownership guidelines; no meeting fees or pay structures that could misalign incentives .
- No related-party transactions disclosed; comprehensive insider trading, hedging/pledging prohibitions; clawback policy in place for executives (signals firm-wide governance discipline) .
- Potential risks/monitoring items:
- External roles: Chairs BRSP while serving as UE Audit Chair—no conflicts disclosed, but monitor for any future transactions or relationships between UE and entities where Rice has fiduciary duties .
- Overall: Rice’s profile (financial expertise, audit leadership, independent status, and ownership alignment) is supportive of investor confidence in board oversight of financial controls and disclosure quality .