Katherine M. Sandstrom
About Katherine M. Sandstrom
Independent Trustee at Urban Edge Properties (UE) since October 1, 2022; age 56; over two decades in real estate investment management, notably as Senior Managing Director and global head of Heitman’s Public Real Estate Securities business (2013–2018), serving on Heitman’s Global Management Committee, Board of Managers, and Allocation Committee. Current public company directorships span industrial REITs, healthcare REITs, and homebuilding; recognized audit committee financial expert at UE. Tenure on UE’s Board since 2022 with confirmed independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heitman, LLC | Senior Managing Director; Global Head, Public Real Estate Securities | 2013–2018 | Grew AUM to >$5B; served on Global Management Committee, Board of Managers, Allocation Committee |
| Heitman, LLC | Various senior leadership roles in real estate investment | 20+ years | Capital markets leadership; portfolio oversight |
External Roles
| Company | Sector | Role | Start Date | Committees/Positions |
|---|---|---|---|---|
| EastGroup Properties (EGP) | Industrial REIT | Director | July 2020 | Audit Committee member; Chair, Nominating & Corporate Governance Committee |
| Healthpeak Properties, Inc. (DOC) | Healthcare REIT | Director | July 2018 | Chair of the Board; Chair, Nominating & Corporate Governance Committee |
| Toll Brothers (TOL) | Homebuilder | Director | December 2023 | Audit Committee member |
Board Governance
- UE committees: Audit Committee member (designated Audit Committee Financial Expert) and Corporate Governance & Nominating Committee member .
- Independence: Board affirmed independence of all Trustees other than CEO; Sandstrom is independent .
- Attendance: In 2024, each incumbent Trustee attended at least 75% of Board and applicable committee meetings; all Trustees attended the 2024 annual meeting .
- Lead Independent: Norman K. Jenkins serves as Lead Trustee; independent-only executive sessions occur at each Board and committee meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee Trustee cash retainer |
| Committee membership fees | $22,500 | Audit: $12,500; Corporate Governance & Nominating: $10,000 |
| Total cash fees | $97,500 | Aggregates retainer + committee fees |
| Stock awards (grant-date fair value) | $119,995 | Annual equity grant; elected LTIP Units; vests after one year |
| Total 2024 director compensation | $217,495 | Sum of cash and stock awards |
Director compensation structure (UE policy):
- Non-employee Trustee cash retainer $75,000; annual equity grant ≈$120,000 (restricted shares, DSUs, or restricted LTIP Units) vesting after one year; committee fees: Audit $12,500; Compensation $10,000; Corporate Governance & Nominating $10,000; Audit Chair +$25,000; Compensation/Corporate Governance Chairs +$20,000; Lead Trustee +$60,000 .
Performance Compensation
| Performance Metrics in Director Pay | Status | Vesting |
|---|---|---|
| Objective performance metrics for director equity | None disclosed; director equity awards are time-based | Annual equity vests on one-year anniversary of grant |
Additional equity details:
- Sandstrom elected to receive LTIP Units for her 2024 stock award; had 8,005 unvested units outstanding as of Dec 31, 2024 .
Other Directorships & Interlocks
| Relationship Type | Detail | Potential Conflict Assessment |
|---|---|---|
| External boards overlap with UE peers/customers | EGP (industrial REIT), Healthpeak (healthcare REIT), Toll Brothers (homebuilding) | Sectors differ from UE’s shopping center focus; low competitive interlock risk |
| UE committee and external committee roles | Audit and governance leadership at EGP/DOC/TOL | Enhances governance expertise; monitor time commitments vs UE Board attendance (met thresholds) |
Expertise & Qualifications
- Capital markets and REIT securities leadership; grew Heitman’s public real estate AUM to >$5B .
- Multi-sector REIT governance experience; chairs board and governance at Healthpeak and governance at EGP; audit oversight at TOL .
- UE Audit Committee Financial Expert designation confirms financial literacy for oversight .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares | Common Shares & Units Beneficially Owned | % of Shares & Units | Notes |
|---|---|---|---|---|---|
| Katherine M. Sandstrom | — | <1% | 23,571 LTIP Units | <1% | Excludes 10,050 DSUs; LTIP Units redeemable for Common Shares subject to conditions |
| Board ownership guideline | 3x annual cash retainer for non-employee Trustees | — | Compliance status | — | All non-employee Trustees currently satisfy guidelines |
Pledging/hedging:
- Policy prohibits trustees from hedging or pledging Company securities; enhances alignment and reduces red-flag risk .
Governance Assessment
-
Strengths:
- Independent director with extensive REIT capital markets and board governance credentials; Audit Committee Financial Expert at UE .
- Committee engagement at UE (Audit; Corporate Governance & Nominating) with consistent attendance and executive sessions promoting independent oversight .
- Director pay mix balances cash with equity; equity vests time-based (no short-term performance gaming); ownership guidelines met .
- UE reports no related-party transactions in 2024; reduces conflict risk .
- Broader investor support: 2024 say-on-pay approval ~96.1% (signal of compensation governance credibility) .
-
Monitoring items:
- Multi-board commitments (EGP, DOC, TOL) require ongoing oversight of attendance and engagement; UE 2024 attendance thresholds were met .
- Equity form as LTIP Units is aligned but time-based vesting (vs performance-based) for directors—ensure continued compliance with ownership guidelines and no hedging/pledging .
-
Red flags: None evident in disclosures (no related-party transactions; hedging/pledging prohibited; independence affirmed; attendance at least 75%) .