Joseph Stilwell
About Joseph D. Stilwell
Independent director at Wheeler Real Estate Investment Trust, Inc. (WHLR), age 64, serving since December 2019; owner and managing member of Stilwell Value LLC, the general partner for The Stilwell Group’s activist investment partnerships . He chairs WHLR’s Compensation and Nominating Committees and serves on the Executive Committee . Education: B.S. in Economics, The Wharton School, University of Pennsylvania (1983) . All current WHLR directors, including Mr. Stilwell, are affirmatively determined independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Physicians Capital, Inc. | Director | Nov 2004 – Oct 2010 (acquired Oct 2010) | Board service during sale process |
| SCPIE Holdings Inc. | Director | Dec 2006 – Oct 2007 (announced sale Oct 2007) | Board service during sale process |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kingsway Financial Services Inc. | Director | Since April 2009 | Not disclosed |
Board Governance
- Committee assignments: Chair, Compensation; Chair, Governance & Nominating; Member, Executive Committee .
- Independence: WHLR states all eight directors are independent per Nasdaq; independence reviewed annually .
- Attendance: Board met 10 times in FY2024; no director attended fewer than 75% of board and applicable committee meetings; directors encouraged to attend annual meetings (all 2024 nominees attended) .
- Committee activity frequency (FY2024): Compensation — 1 meeting; Nominating — 2; Executive — 3; Audit — 4; Litigation — 1; Related Person Transactions (RPT) — 2 .
Fixed Compensation
| Component | FY2024 Policy | Recipient-Specific FY2024 |
|---|---|---|
| Non-employee director annual cash retainer (WHLR) | $65,000; paid quarterly | Joseph D. Stilwell: Fees earned $60,740; Stock awards $0; Total $60,740 |
| Chair of WHLR Board additional retainer | +$40,000; paid quarterly | Not applicable to Stilwell (Board Chair is Stefani D. Carter) |
| Cedar (subsidiary) director cash retainer | $50,000; Chair +$40,000 | Not disclosed for Stilwell |
WHLR reimburses director meeting expenses .
Performance Compensation
| Metric/Instrument | FY2024 Director Program | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs/options) | None for directors; Stock awards column shows “—” | Company states it does not plan to grant equity awards to officers, directors, employees, or service providers following May 2025 reverse split |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed for director pay | N/A |
| Clawback | Incentive Compensation Clawback Policy adopted (applies to executive officer incentive pay on restatement) | Policy available on IR site; director incentive not applicable |
Other Directorships & Interlocks
| Relationship | Description | Governance Implication |
|---|---|---|
| The Stilwell Group/ Stilwell Value LLC | Stilwell is owner/managing member of Stilwell Value, general partner to Stilwell Activist Investments, L.P. (SAI) and related funds | Significant influence across WHLR via holdings and related-party ties |
| Company investment in SAI (related party) | WHLR subscribed $10.0M (2023) + $0.5M (Jun 1, 2024) into SAI; SAI’s objective is activist investing; portion of SAI’s underlying investments are in WHLR’s own equity and debt | RED FLAG: Circular exposure; potential conflicts; economic incentives (1% management fee; 20% incentive allocation) to Stilwell-affiliated entity |
| Board interlocks with Stilwell affiliates | E.J. Borrack: General Counsel to Stilwell Value; limited partner in a Stilwell-advised fund . Megan Parisi: Director of Communications to Stilwell Value; non‑managing member; limited partner in a Stilwell-advised fund | Multiple directors affiliated with Stilwell ecosystem; risks mitigated via RPT Committee oversight |
Expertise & Qualifications
- Activist investor and capital allocator; extensive experience in maximizing stockholder value .
- Education: Wharton B.S. Economics (1983) .
Equity Ownership
| Holder | Form of Ownership | Shares | % of Class | Notes |
|---|---|---|---|---|
| Joseph D. Stilwell | Common stock + Notes convertible (subject to limits) | 556,868 | 49.99% | Includes 537,616 common shares + 19,252 shares issuable upon conversion of 7.00% Subordinated Convertible Notes due 2031, subject to letter agreement limits |
| Shares outstanding (record date) | — | 1,094,686 | — | As of July 3, 2025 |
| Excepted Holder Limits (Stilwell Investors) | Capital stock limit; common stock limit | 60% cap; 90% common | — | Excepted Holder Agreement amended Feb 5, 2024; letter agreement extended through Dec 5, 2025 limiting conversions to avoid ≥50% beneficial ownership |
| Additional convertibles not counted (exceed limits) | Notes convertible into common | 8,415,340 shares excluded due to ownership limits | — | Exceeds 50% beneficial ownership cap per letter agreement |
Hedging policy: WHLR states it does not have a hedging policy as of the proxy date . Pledging: No pledge disclosures for Stilwell in the proxy .
Governance Assessment
- Board effectiveness: Stilwell chairs both Compensation and Nominating Committees and sits on the Executive Committee—central roles in pay oversight, governance standards, and interim board authority. Committees met 1–3 times (Compensation 1; Nominating 2; Executive 3) in FY2024, with overall board meeting cadence at 10; attendance thresholds met by all directors .
- Independence and conflicts: Formal independence affirmed under Nasdaq rules; however, economic and governance ties are extensive—near‑control ownership (49.99%), excepted holder limits raised to 60% capital/90% common, and company investment into SAI where a portion of assets are WHLR’s own securities and where Stilwell affiliates earn fees and incentives; multiple directors have roles at Stilwell Value—this concentration is a significant governance risk despite RPT Committee oversight .
- Compensation and alignment: Director pay is cash‑heavy ($65,000 annual retainer; no equity grants), reducing explicit board‑level performance linkage; alignment in Stilwell’s case arises from substantial personal holdings rather than company‑granted equity .
- Investor confidence signals: Extensive reverse split authorizations reflect ongoing bid‑price maintenance challenges; while not specific to Stilwell, his outsized influence and interlocks may shape capital allocation and governance responses to these pressures—heightening scrutiny on related‑party guardrails and committee independence .
RED FLAGS
- Company invested $10.5M into SAI (Stilwell-affiliated) with fees (1% management; 20% incentive) and SAI invests partly in WHLR’s own securities—circular exposure and potential conflicts .
- Near‑control beneficial ownership by Stilwell (49.99%) with expanded excepted holder limits (60% capital; 90% common); letter agreement restrains conversions but underscores concentration risk .
- Multiple board members affiliated with Stilwell Value (legal, communications, membership/LP interests) increasing interlock risk; mitigated by RPT Committee oversight but still material .
- No hedging policy; directors’ alignment relies on personal holdings rather than equity‑based grants from WHLR .
Appendix: Committee Memberships (FY2025 as of record date)
| Committee | Role |
|---|---|
| Compensation | Chair (Stilwell) |
| Governance & Nominating | Chair (Stilwell) |
| Executive | Member (Stilwell) |