Megan Parisi
About Megan Parisi
Megan Parisi, age 44, is an independent director of Wheeler Real Estate Investment Trust, Inc. (WHLR) and has served on the Board since November 2022; she is a member of the Governance and Nominating Committee. Since 2010, she has been Director of Communications at The Stilwell Group, an activist investment firm focused on finance-related small caps, and holds a B.S. from Cornell University . The Board has determined all directors, including Ms. Parisi, are independent under Nasdaq Listing Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Stilwell Group | Director of Communications | 2010–present | Shareholder communications and corporate governance experience cited for WHLR board selection |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in WHLR proxies for Ms. Parisi | — | — | — |
Board Governance
- Committee assignments (current): Member, Governance and Nominating Committee; Chair is Joseph D. Stilwell; all members are independent under Nasdaq and WHLR Corporate Governance Principles .
- Independence: Board states all directors are independent under Nasdaq Listing Rule 5605(a)(2) .
- Attendance and engagement: Board met 10 times in fiscal 2024 and no director attended fewer than 75% of Board and applicable committee meetings .
- Years of service: Director since November 2022 .
| Committee | Role | Notes |
|---|---|---|
| Governance and Nominating | Member | Committee met twice in 2024; all members independent; oversees governance policies, nominations, independence reviews |
| Audit | — | Not listed as member |
| Compensation | — | Not listed as member |
| Executive | — | Not listed as member |
| Litigation | — | Not listed as member |
| Related Person Transactions (RPT) | — | Not listed as member |
Fixed Compensation
WHLR pays directors in cash only; there are no disclosed equity awards to non-employee directors.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual director cash retainer policy (company-wide) | $60,000 | $65,000 (effective Nov 7, 2024; +$5,000 vs. 2023) |
| Board Chair additional retainer (company-wide) | $40,000 | $40,000 |
| Megan Parisi – Fees Earned or Paid in Cash | $60,000 | $60,740 |
| Megan Parisi – Stock Awards | $0 | $0 |
Notes:
- Directors on the Cedar Realty Trust, Inc. (WHLR subsidiary) board receive separate cash retainers, but Ms. Parisi is not disclosed as serving on Cedar’s board .
Performance Compensation
No performance-based director compensation is disclosed (no RSUs/PSUs, no options, and no performance metrics).
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed; $0 | None disclosed; $0 |
| Option awards | None disclosed | None disclosed |
| Performance metrics tied to director pay | None disclosed | None disclosed |
Clawback policy applies to executive incentive compensation and is on WHLR’s IR site; WHLR states no hedging policy as of the proxy date (governance context) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (current) | None disclosed for Ms. Parisi |
| Affiliations creating potential interlocks | Ms. Parisi is Director of Communications at The Stilwell Group and a non-managing member/LP in affiliated funds; WHLR invested $10.0 million in Stilwell Activist Investments, L.P. (SAI) during 2023, with RPT Committee approvals; fair value $10.7 million at 12/31/23. Stilwell Value (managed by director Joseph D. Stilwell) is SAI’s general partner . |
| Concentrated shareholder relationship | WHLR granted Excepted Holder Limits to the “Stilwell Investors” up to 60% capital stock and 90% common stock (amended Feb 5, 2024); a letter agreement restricts conversions to avoid 50%+ voting power; extended through Dec 5, 2025 . |
| Committee leadership overlap | Ms. Parisi serves on the Nominating Committee chaired by Joseph D. Stilwell . |
Expertise & Qualifications
- Shareholder communications and corporate governance experience from a decade-plus role at activist investor The Stilwell Group .
- Governance focus through service on WHLR’s Governance and Nominating Committee .
- Education: B.S., Cornell University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date |
|---|---|---|---|
| Megan Parisi | 0 | 0% | July 3, 2025 |
Context:
- All directors, nominees, and NEOs as a group: 601,816 shares (51.93%) .
- Joseph D. Stilwell: 556,868 shares/notes-convertible beneficial ownership, representing 49.99% (subject to conversion limits) .
Governance Assessment
-
Positives
- Independent director; Board confirms independence for all directors under Nasdaq rules .
- Active on the Governance and Nominating Committee overseeing governance policies and independence reviews; committee comprised solely of independent directors .
- Engagement: Board met 10 times in 2024; no director fell below 75% attendance across Board/committee meetings .
-
Concerns and potential red flags
- Related-party exposure: WHLR invested in Stilwell Activist Investments, L.P. while multiple directors (including Ms. Parisi as a non-managing member/LP and communications executive; and Mr. Stilwell as manager of the GP) have affiliations; transactions approved by disinterested directors/RPT Committee but present ongoing conflict risk .
- Concentrated shareholder influence: Excepted Holder Limits granted to the Stilwell Investors (up to 60% capital/90% common), and conversion-limiting letter agreement extended through Dec 5, 2025; Mr. Stilwell beneficially owns 49.99% as of July 3, 2025, indicating outsized influence on governance and nominations (he also chairs Nominating) .
- Alignment: Ms. Parisi reported zero beneficial ownership of WHLR common stock as of July 3, 2025, and director pay is all cash (no equity), signaling low “skin-in-the-game” alignment for an independent director .
- Hedging policy: WHLR disclosed no hedging policy as of the 2025 proxy date, which is below many governance best practices for alignment and risk mitigation .
-
Signals to monitor
- Any future related-party transactions involving Stilwell-affiliated entities and continued RPT Committee oversight .
- Nominating Committee dynamics given chair’s substantial share influence and Ms. Parisi’s affiliation with The Stilwell Group .
- Changes to director compensation mix or adoption of equity/ownership guidelines that might improve alignment .
Appendix: Committee Workload Reference
- Governance and Nominating Committee met twice in 2024; Executive and Litigation Committees also active; Audit met four times .