Rebecca Musser
About Rebecca Musser
Rebecca Musser (age 43) is an independent director of Wheeler Real Estate Investment Trust, Inc. (WHLR) since August 8, 2024, and serves on the Audit Committee; she is a licensed Certified Internal Auditor with roughly 20 years of accounting and internal audit experience spanning public companies, higher education, and private equity fund administration . She also chairs the Audit Committee at Braemar Hotels & Resorts, Inc. (NYSE: BHR), indicating deep audit expertise relevant to WHLR’s risk oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyler Technologies | Internal Audit — helped form first internal audit dept post-SOX | ~20 years ago (early-career) | Established internal audit function per SOX requirements |
| Dean Foods (public company) | Internal Audit | Not disclosed | Conducted audits across U.S., collaborated with external auditors |
| Paul Quinn College | Controller | Not disclosed | Oversaw multiple departments; led financial and compliance audits; supported accreditation |
| A.H. Belo | Consultant for 2014 10-K preparation and review | 2015 | Reviewed prior/current financials for reporting consistency |
| Sixth Street Partners | Accounting consultant (complex projects) | Within last 8 years | Assisted management and fund companies with complex accounting |
| MUFG (real estate PE fund administrator) | Interim Controller | Within last 8 years | Interim controllership for fund administrator |
External Roles
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Braemar Hotels & Resorts, Inc. (NYSE: BHR) | Independent Director | Audit Committee Chair | Current; highlights audit leadership at another public REIT |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Kerry G. Campbell; other members include Dennis Pollack and Robert G. Brady .
- Independence: WHLR states all directors are independent under Nasdaq Listing Rule 5605(a)(2) .
- Attendance: Board met 10 times in 2024; no director attended fewer than 75% of Board and committee meetings during periods served; Musser joined during 2024 and met expectations .
- Audit Committee activity: Met four times in 2024; holds private sessions with auditors and executive sessions; oversees major financial risk including cybersecurity; administers pre-approval for audit/non-audit services and monitors auditor independence .
- Board leadership: CEO and Chair roles are separated; current Chair is Stefani D. Carter, supporting independent oversight .
Committee Membership Snapshot (as of July 3, 2025)
| Committee | Musser | Chair |
|---|---|---|
| Audit | Member | Kerry G. Campbell |
| Compensation | — | Joseph D. Stilwell |
| Governance & Nominating | — | Joseph D. Stilwell (Chair) and Stefani D. Carter listed as member |
| Executive | — | Stefani D. Carter |
| Litigation | — | E.J. Borrack (Chair) |
| Related Person Transactions (RPT) | — | Stefani D. Carter (Chair) |
Fixed Compensation
- Non-employee director cash retainer: $65,000 for FY2024 (increased by $5,000 effective Nov 7, 2024); Chair of the Board additional $40,000; paid quarterly; reimbursement for meeting-related expenses; no meeting fees disclosed .
- 2024 fees earned by Musser: $24,452 (partial-year service) .
| Item | Value | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $65,000 | Effective Nov 7, 2024; paid quarterly |
| Chair of WHLR Board retainer | $40,000 | Paid quarterly |
| Musser 2024 cash fees | $24,452 | No stock awards disclosed |
Performance Compensation
- Equity awards for directors: None disclosed for 2024; directors’ compensation table shows no stock awards .
- Company currently does not plan to grant equity awards (options or stock) to officers, directors, employees, or service providers; no shares available under 2015/2016 LTIP post May 2025 reverse split .
| Performance Metric or Vehicle | Status | Detail |
|---|---|---|
| RSUs/PSUs | Not granted | No director stock awards for 2024 |
| Options | Not granted | Company currently does not plan to grant equity awards |
| Equity plan capacity | None | 2015/2016 LTIPs have no shares available post May 2025 reverse split |
Other Directorships & Interlocks
- External directorship: Braemar Hotels & Resorts, Inc. (NYSE: BHR), Audit Committee Chair .
- Interlocks: WHLR Chair Stefani D. Carter also serves at BHR (Lead Director; Chair of Nominating & Corporate Governance; Member of RPT Committee), creating a multi-director interlock between WHLR and BHR that can influence information flow and governance perspectives .
| Company | WHLR Director(s) Involved | Role(s) | Interlock Note |
|---|---|---|---|
| Braemar Hotels & Resorts (BHR) | Rebecca Musser; Stefani D. Carter | Musser: Audit Chair; Carter: Lead Director, NCG Chair, RPT Member | Multi-director interlock across boards |
Expertise & Qualifications
- Certified Internal Auditor; established internal audit under SOX at Tyler Technologies .
- Public-company audit experience (Dean Foods); higher-education controllership (Paul Quinn College); reporting consistency work at A.H. Belo .
- Private equity accounting (Sixth Street); interim controller at MUFG fund administrator; real estate PE exposure .
- Audit leadership at BHR as Audit Committee Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date |
|---|---|---|---|
| Rebecca Musser | — (none disclosed) | — | July 3, 2025 |
Notes:
- Beneficial ownership table lists Musser with “—,” indicating no reported beneficial ownership; total outstanding shares were 1,094,686 on July 3, 2025 .
- Directors and NEOs as a group (11 persons): 601,816 shares, 51.93% (driven largely by Joseph Stilwell’s position) .
Governance Assessment
- Independence and attendance: Strong baseline. All directors deemed independent by Nasdaq standards; Musser met attendance expectations in 2024 during her period of service .
- Audit oversight: Musser’s audit expertise complements WHLR’s active Audit Committee (four meetings in 2024), including private auditor sessions and pre-approval policy—positive for financial reporting integrity .
- Alignment concerns: Musser has no disclosed share ownership; director pay is cash-only with no equity awards; WHLR lacks a hedging policy, which is a potential RED FLAG for alignment at many issuers .
- Related-party environment: Significant related-party dynamics at WHLR (e.g., Company subscriptions into Stilwell Activist Investments (SAI), excepted holder limits for Stilwell Investors, Cedar cost sharing and guaranteed bridge loan) elevate conflict oversight needs; Musser’s Audit Committee role places accountability on monitoring these exposures .
- Board leadership separation: Independent Chair (Stefani D. Carter) with separated CEO/Chair roles supports independent oversight .
- Interlocks: Dual WHLR/BHR board presence (Musser and Carter) is notable; while not a direct conflict per se, investors typically scrutinize multi-board interlocks for potential influence channels—monitor for any transactions or service relationships between WHLR and BHR (none disclosed here) .
RED FLAGS and Risk Indicators
- No hedging policy: Company states it has no hedging policy at present—investor alignment risk .
- Heavy related-party exposure: Investments and ownership arrangements involving Stilwell affiliates; Cedar-related agreements and guarantees; requires vigilant committee oversight .
- Low director equity alignment: No disclosed beneficial ownership for Musser; directors had no stock awards in 2024; Company does not plan equity grants currently .
Mitigating Factors
- Clawback policy (executive incentive compensation) enhances accountability for restatements (applies to executive officers) .
- Audit Committee pre-approval and independence monitoring processes in place; regular meetings and private sessions with auditors .
- All directors independent; Board met frequently; independent Chair .