E.J. Borrack
About E.J. Borrack
Independent director since June 2020 (age 61), serving as Chair of the Litigation Committee and member of the Compensation Committee at Wheeler Real Estate Investment Trust (WHLR). She also serves on the Board of Cedar Realty Trust, Inc., a WHLR subsidiary. Background includes General Counsel of The Stilwell Group since 2013, prior roles as Chief Compliance Officer at two SEC-registered advisers, General Counsel of Wealthfront during its startup phase, and associate attorney in New York and Philadelphia; she holds a J.D. and B.A. from the University of Pennsylvania and was selected for expertise in complex litigation, regulatory compliance, securities regulation, and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Stilwell Group | General Counsel | Since 2013 | Activist investing focus; governance and legal leadership |
| Wealthfront | General Counsel | Not disclosed | Early-stage compliance/GC leadership |
| Two SEC-registered investment advisers | Chief Compliance Officer | Not disclosed | Compliance oversight |
| Law firms (NYC & Philadelphia) | Associate (complex commercial litigation) | Not disclosed | Litigation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cedar Realty Trust, Inc. | Director | Not disclosed | WHLR subsidiary board service |
| Stilwell Value LLC and affiliates | General Counsel; LP in affiliated fund | Not disclosed | Affiliation with director Joseph D. Stilwell’s entities; related party context |
Board Governance
- Independence: Board states all eight directors are independent under Nasdaq rules; independence assessed annually .
- Committee assignments (current): Compensation Committee (member); Litigation Committee (Chair) .
- Committee activity (FY2024): Compensation Committee met once; Litigation Committee met once .
- Attendance: Board met 10 times in FY2024; no director attended fewer than 75% of Board and committee meetings; all director nominees at the time attended the 2024 annual meeting .
- Board leadership: Chair of the Board is Stefani D. Carter; CEO is not a director; roles separated .
- Governance policies: Code of Conduct and Corporate Governance Principles; Nominating Committee oversees independence and governance; Clawback Policy for executive incentive compensation .
Fixed Compensation
Program features and 2024 actuals:
- Non-employee director annual cash retainer: $65,000 (increased by $5,000 effective Nov 7, 2024) .
- Additional annual cash retainer: $40,000 for Chair of the Company’s Board; Cedar board directors receive $50,000 annual cash retainer; Cedar Board Chair receives an additional $40,000 .
| Name | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| E.J. Borrack | 2024 | 110,740 (includes $50,000 for Cedar service) | — | 110,740 |
Performance Compensation
- Equity grants to directors: None in 2024; Company currently does not plan to grant equity awards to officers or directors .
- Performance metrics tied to director pay: Not disclosed in proxy .
| Metric | 2024 Disclosure |
|---|---|
| Stock/Option awards | None |
| Performance-linked metrics (TSR, EBITDA, ESG) | Not disclosed |
Other Directorships & Interlocks
| Entity | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Cedar Realty Trust, Inc. | Director | WHLR subsidiary | Borrack serves on Cedar’s board; WHLR and Cedar have management and cost-sharing agreements (fees and amounts due) . |
| Stilwell Value LLC / The Stilwell Group | General Counsel; LP in fund | WHLR director Joseph D. Stilwell is managing member of Stilwell Value and chairs WHLR’s Compensation & Nominating Committees | WHLR invested $10.5 million into Stilwell Activist Investments, L.P. (SAI); SAI and affiliated funds invest in WHLR securities; approved by disinterested directors/RPT Committee . |
Expertise & Qualifications
- Complex litigation and regulatory compliance expertise; securities regulation and corporate governance experience underpin committee leadership in Litigation and service on Compensation .
- Legal credentials: University of Pennsylvania Law School (J.D.); University of Pennsylvania (B.A. in English) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| E.J. Borrack | — (none disclosed) | — |
Notes:
- Beneficial ownership table lists “—” for Borrack, indicating no beneficial ownership reported as of July 3, 2025 .
Governance Assessment
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Strengths:
- Independent director with relevant litigation and compliance expertise; chairs Litigation Committee and serves on Compensation Committee, supporting oversight of legal risks and executive pay .
- Board composed entirely of independent directors under Nasdaq standards; independence reviewed annually, with active committee structure and defined charters .
- Documented Clawback Policy for executive incentive pay enhances accountability; Audit Committee demonstrates robust oversight, including private sessions and pre-approval protocols .
-
Risks and RED FLAGS:
- Extensive related-party ties to The Stilwell Group: Borrack is General Counsel to Stilwell Value and an LP in affiliated funds; WHLR invested $10.5 million in SAI, which holds WHLR securities; Joseph D. Stilwell chairs Compensation and Nominating and is a major holder via Stilwell Investors—elevated conflict potential despite RPT Committee oversight .
- Excepted Holder Limits raised for Stilwell Investors to 60% capital stock and 90% common stock, with letter agreement capping voting power under 50%; increases concentration risk and potential influence over governance .
- No hedging policy as of proxy date—misalignment risk for directors/executives if hedging occurs (company discloses no policy) .
- Low director equity alignment: Borrack reports no beneficial ownership, and no director equity awards were granted in 2024, reducing “skin-in-the-game” .
- Intercompany exposure: Cedar bridge loan guaranteed by Wheeler REIT, L.P., and $10 million OP cash pledged; combined with Borrack’s Cedar board role increases related-party transaction oversight demands .
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Engagement indicators:
- Board met 10 times in 2024; Compensation Committee (once) and Litigation Committee (once); no director fell below 75% attendance; suggests baseline engagement, though committee meeting frequency for Compensation/Litigation was limited .