Douglas W. Sesler
About Douglas W. Sesler
Douglas W. Sesler, age 63, has served as an independent Trustee of Urban Edge Properties (UE) since March 20, 2020. He is a seasoned real estate executive and former investment banker, with a B.A. in Government from Cornell University . His prior operating roles include Head of Real Estate at Macy’s, Inc. (2016–2021), and he joined Macy’s Board in May 2024, serving on its Compensation & Management Development and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | Head of Real Estate | Apr 2016 – Apr 2021 | N/A |
| True Square Capital LLC | President | 2011 – 2016 | N/A |
| Bank of America Merrill Lynch International Ltd. | Global Head of Principal Real Estate Investments; Global Co-Head of Real Estate Investment Banking | 2005 – 2011 | N/A |
| Citigroup and predecessors (incl. Travelers Realty Investment Company) | Managing Director, Global Real Estate Investment Banking; Managing Director, Travelers Realty | 1989 – 2005 | N/A |
| Chemical Bank | Early real estate roles | Early career | N/A |
| Gazit Globe Ltd. | Director | Jan 2012 – Nov 2020 | Board service at international shopping center owner/developer |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Macy’s, Inc. (NYSE: M) | Director | Since May 2024 | Compensation & Management Development; Nominating & Corporate Governance |
| Gazit Globe Ltd. | Director (former) | Jan 2012 – Nov 2020 | N/A |
Board Governance
- Independence: UE’s Board determined all Trustees other than the CEO are independent; Sesler is listed as an Independent Trustee .
- Committee assignments at UE: Audit Committee member; not listed on Compensation or Corporate Governance & Nominating .
- Audit Committee financial expert designation: Board identified Kevin P. O’Shea, Catherine D. Rice, and Katherine M. Sandstrom as AC Financial Experts; Sesler is not named as a designated AC Financial Expert in the narrative .
- Attendance and engagement: In 2024, each incumbent Trustee attended at least 75% of Board and applicable committee meetings; all Trustees attended the 2024 annual meeting .
- Board structure and oversight: Eight-member Board; independent Trustees hold executive sessions at each Board and committee meeting; Lead Independent Trustee is Norman K. Jenkins .
Fixed Compensation
- Non-employee Trustee compensation structure (2024):
- Annual cash retainer $75,000; Audit Committee member fee $12,500; Audit Chair $25,000; Compensation and CG&N Chairs $20,000; Lead Trustee $60,000; CG&N/Audit/Comp members $10,000 (CG&N/Comp) .
- 2024 Compensation for Douglas W. Sesler:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Douglas W. Sesler | 87,500 | 119,995 | 207,495 |
Cross-check: Cash equals base retainer ($75,000) + Audit Committee member fee ($12,500) = $87,500 .
Performance Compensation
| Component | Terms | Amount/Units | Metrics | Vesting |
|---|---|---|---|---|
| Annual equity grant (director) | Restricted Common Shares or DSUs or Restricted LTIP Units at Trustee election | Grant date fair value ≈ $120,000 | None (director equity is time-based) | Vests on one-year anniversary |
| Sesler equity form (2024) | Elected LTIP Units (per footnote) | Equity grant included in Stock Awards above | N/A (time-based) | Standard 1-year vest |
| Unvested awards outstanding (12/31/2024) | Aggregate unvested shares/LTIP Units/DSUs | 8,005 units | N/A | Time-based |
- Valuation assumptions: DSUs valued using expected holding period of 4 years, 39.0% volatility, 4.62% risk-free rate; LTIP Units valued using 1-year holding period, 29.0% volatility, 5.3% risk-free rate .
Other Directorships & Interlocks
| Company | Type | Overlap/Notes |
|---|---|---|
| Macy’s, Inc. | Public company directorship since May 2024 (Compensation & Management Development; Nominating & Corporate Governance) | Monitor for potential retail ecosystem interlocks; UE disclosed no related person transactions in 2024 . |
| Gazit Globe Ltd. | Former public company directorship (2012–2020) | Historical board role at global retail real estate owner |
- Compensation Committee interlocks: UE disclosed no interlocks involving its executive officers and the compensation committees/boards of other companies in 2024 .
Expertise & Qualifications
- Extensive real estate sector expertise across operating and banking roles; qualifications cited by UE include executive and Board experience in a major U.S. retailer and significant real estate investment banking experience .
- Financial literacy as required for Audit Committee members; Audit Committee comprised of independent Trustees with financial expertise across designated members .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Common Shares | Common Shares and Units Beneficially Owned | Percent of Common Shares and Units | As-of |
|---|---|---|---|---|---|
| Douglas W. Sesler | — | * | 57,802 | * | March 10, 2025 |
- Director stock ownership guidelines: Minimum ownership equal to 3x the $75,000 cash retainer (i.e., $225,000 equivalent in shares/eligible securities); compliance window through end of 5th full calendar year; UE states all non-employee Trustees currently satisfy the guidelines .
Governance Assessment
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Strengths:
- Independence (non-management director) and Audit Committee service support robust oversight .
- Strong sector fit (deep real estate and retail background) directly aligned with UE’s shopping-center REIT profile .
- Pay structure balanced toward equity with one-year vesting; cash fees reflect committee workload; 2024 cash ($87.5k) vs. equity (~$120k) indicates meaningful equity component .
- Ownership alignment supported by Board-level stock ownership guidelines and reported compliance across non-employee Trustees .
- Attendance threshold met (≥75%); full Board attendance at annual meeting—signals engagement .
- No related-person transactions in 2024; independence affirmations per NYSE standards .
-
Watchouts/RED FLAGS to monitor:
- Concurrent Macy’s board seat (retail ecosystem interlock potential); while UE disclosed no related-person transactions in 2024 and affirmed independence, continued monitoring for commercial relationships and conflicts is prudent .
- Audit Committee financial expert designation resides with other members (O’Shea, Rice, Sandstrom), not Sesler—maintain focus on committee composition depth and rotation .
Overall signal: Governance alignment appears sound—independent status, active committee service, equity-weighted director compensation with ownership guidelines, and no disclosed related-party transactions in 2024 support investor confidence .