Kerry Campbell

About Kerry G. Campbell

Independent Director at Wheeler Real Estate Investment Trust (WHLR), age 59, serving since December 2019. He is Chair of the Audit Committee and a member of the Related Person Transactions (RPT) Committee, and serves as Chairman of the Board of Cedar Realty Trust, Inc., a WHLR subsidiary . Campbell is principal of Kerry Campbell LLC (since February 2014), working as a financial expert witness and consultant to financial institutions and investors; he holds an MBA in Finance from University of Chicago Booth and a BS in Finance summa cum laude from Fordham University Gabelli School; credentials include CFA, CFP, Accredited Investment Fiduciary Analyst (AIFA), and Approved FINRA Dispute Resolution Arbitrator .

Past Roles

External Roles

Board Governance

• Committee Assignments (as of July 3, 2025): Audit (Chair); RPT Committee (Member). Other committees exist (Compensation, Nominating, Executive, Litigation), but Campbell is not listed as a member in 2025 for those .
• Audit Committee: Campbell qualifies as an “audit committee financial expert” under SEC/Nasdaq rules; the Audit Committee met 4 times in 2024; all members are independent .
• Independence and Attendance: The Board determined all directors are independent under Nasdaq Listing Rule 5605(a)(2); the Board met 10 times in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; director nominees at the 2024 annual meeting attended the meeting .
• Audit Committee Membership Confirmation: Audit Committee roster includes Campbell (Chair), Pollack, Brady, Musser .
• RPT Committee: Campbell is a member; the RPT Committee met twice in 2024; members are independent; the committee oversees and approves related person transactions .

Fixed Compensation

Notes:

• All director compensation is paid quarterly; employees serving as directors do not receive director compensation; WHLR reimburses meeting-related expenses .

Performance Compensation

• WHLR has an Incentive Compensation Clawback Policy for executive officers tied to accounting restatements; no hedging policy is in place as of the proxy date .

Other Directorships & Interlocks

Board Interlocks/RPT Context:

• WHLR invested $10.0 million via subscriptions (fair value $10.7 million) in Stilwell Activist Investments, L.P. (SAI) during 2023; Stilwell Value (linked to WHLR director Joseph Stilwell) is the general partner. Additional subscriptions were approved by the RPT Committee after formation; board members Borrack and Parisi have roles with Stilwell Value entities .

Expertise & Qualifications

• Audit committee financial expert designation; financially sophisticated under Nasdaq rules .
• 30+ years of diverse financial industry experience; extensive litigation/arbitration expert witness work .
• Professional credentials: CFA, CFP, AIFA; FINRA Dispute Resolution Arbitrator; Securities Experts Roundtable member .
• Education: MBA (Finance), University of Chicago Booth; BS (Finance), summa cum laude, Fordham University Gabelli School of Business .

Equity Ownership

• No equity compensation plan shares remain available under 2015/2016 LTIPs; no outstanding options/warrants reported under equity compensation plans .
• Pledging: No pledging disclosure specific to Campbell in the proxy; hedging policy absent at company level (risk) .

Governance Assessment

• Strengths

  • Audit Committee leadership with formal “financial expert” designation; committee independence and structured pre-approval policies for audit/non-audit services .
  • Independence affirmed by Board; strong engagement (10 Board meetings in 2024; all directors met minimum attendance thresholds) .
  • Direct oversight of related party transactions through RPT Committee membership, enhancing conflict review processes .

• Alignment and Compensation Signals

  • Director pay is cash-only; no equity or performance-linked awards for directors in 2023–2024, reducing dilution but limiting equity alignment with shareholders .
  • Campbell’s economic exposure is via convertible notes (7.00% due 2031) convertible into common, which can align incentives but may introduce creditor-shareholder preference dynamics depending on capital structure stress .

• Conflicts and RED FLAGS

  • No company hedging policy in place; absence of hedging restrictions is investor-unfriendly and a governance risk for alignment .
  • High ownership concentration and governance accommodations for Stilwell Investors (Excepted Holder Limits increased to 60% capital stock and 90% common; letter agreement limiting conversions to keep voting power under 50%); substantial influence by a director-linked investor group poses oversight and minority protection risks .
  • Related party exposures: WHLR invested in SAI (managed by director Stilwell’s affiliate); additional subscriptions were approved by the RPT Committee (of which Campbell is a member), elevating perceived conflict risk despite formal committee oversight .
  • Board composition includes multiple individuals with roles at Stilwell Value affiliates (Borrack as General Counsel; Parisi as Director of Communications and non-managing member), indicating network interlocks that warrant ongoing scrutiny for independence and transaction fairness .

• Engagement

  • Audit Committee met 4 times; RPT met 2; Nominating met 2; Executive met 3; Compensation met 1 (2024), reflecting targeted committee activity in a complex governance environment .

Overall, Campbell brings deep financial expertise and disciplined audit oversight; however, the company’s investor concentration, RPT footprint tied to a director’s affiliates, and absence of hedging policy are notable governance risk indicators for investors .