Robert Brady
About Robert G. Brady
Independent director of Wheeler Real Estate Investment Trust (WHLR) since May 2024; age 64. Over 30 years’ experience in banking and credit, currently Senior Vice President, Underwriting at First Pacific Bancorp (since 2022), previously Senior Vice President, Credit Administrator and other roles at United Business Bank (2012–2022). Holds a B.A. in Economics (Brigham Young University) and an M.B.A. (Columbia University, Accounting concentration). WHLR’s board classifies all directors as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Business Bank | Senior Vice President, Credit Administrator and other roles | 2012–2022 | Senior credit leadership across multiple roles; bank risk/credit administration experience. |
| Various banks/financial institutions | Various roles | c. 1990s–2012 (not individually specified) | 30+ years cumulative financial-sector operating experience. |
| First Pacific Bancorp | Senior Vice President, Underwriting | 2022–Present | Underwriting leadership at a growth-oriented bank. |
External Roles
| Organization | Capacity | Tenure | Notes |
|---|---|---|---|
| First Pacific Bancorp | Senior Vice President, Underwriting | 2022–Present | Operating role; not disclosed as a public company directorship. |
| Other public company boards | None disclosed | — | No other public company directorships listed. |
Board Governance
| Item | Detail |
|---|---|
| Board independence | WHLR states all eight directors are independent under Nasdaq standards; independence reviewed annually. |
| WHLR board tenure | Brady elected May 2024; serves on Audit Committee. |
| Committee assignments | Audit Committee – Member (Chair: Kerry G. Campbell). |
| Committee activity (2024) | Audit Committee met 4 times. |
| Board meetings (2024) | Board met 10 times; no director attended <75% of meetings/assigned committees. |
| Board leadership | Chair of the Board: Stefani D. Carter (independent). CEO is not a director. |
Fixed Compensation
| Component | 2024 Policy | Notes |
|---|---|---|
| Annual cash retainer (WHLR) | $65,000 for non-employee directors (increased by $5,000 effective Nov 7, 2024) | Paid quarterly. |
| Additional Board Chair retainer (WHLR) | $40,000 (Chair only) | Applies to Chair of WHLR board. |
| Cedar (subsidiary) board retainer | $50,000; $40,000 for Cedar Chair | Applies only if also serving on Cedar’s board; Brady not disclosed as serving on Cedar. |
| 2024 fees earned – Robert G. Brady | $39,781 | Partial-year, elected at 2024 Annual Meeting; no stock awards. |
Performance Compensation
| Metric | Structure | 2024 Detail |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not granted to directors in 2024 (director comp table shows no stock awards) | None disclosed. |
| Options | Company states it does not currently plan to grant equity awards (incl. options) | None. |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable to directors | None disclosed. |
| Vesting schedules | Not applicable to directors | None disclosed. |
| Clawback policy | Incentive Compensation Clawback Policy applies to executive officer incentive-based compensation upon restatement | No director-specific performance pay to claw back disclosed. |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Brady. |
| Known interlocks/conflicts | None disclosed for Brady personally. WHLR has significant relationships with Stilwell-related entities (board member Joseph D. Stilwell), overseen by the Related Person Transactions Committee. |
Expertise & Qualifications
- Banking/credit risk: 30+ years in underwriting and credit administration at regional banks.
- Financial/accounting fluency: MBA with accounting concentration; Audit Committee member at WHLR.
- Governance: Serves as independent director; WHLR board and committee independence affirmed.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Robert G. Brady | 0 | 0.0% (based on 1,094,686 shares outstanding as of July 3, 2025). |
Governance Assessment
- Independence and attendance: Brady is independent and met attendance expectations; the board is fully independent with strong committee structure; Audit Committee met four times in 2024. These support baseline governance effectiveness.
- Role fit: Banking/credit and accounting background align with his Audit Committee responsibilities.
- Alignment concerns: No director equity awards and zero share ownership for Brady reduce “skin-in-the-game” alignment; WHLR also states it does not currently plan to grant equity awards.
- Related-party environment (board-level context): Significant related-party exposure with Stilwell-affiliated funds (Company invested $10.5M in SAI; Excepted Holder Limits lifting ownership caps; concentrated ownership ~49.99% by Stilwell entities) heightens conflict risk; Brady is not on the RPT Committee and has no disclosed ties to Stilwell, which can help maintain independence on Audit matters.
- RED FLAGS
- Lack of hedging policy: WHLR states it does not have a hedging policy as of the proxy date, a shareholder-alignment risk.
- Concentrated ownership and related-party transactions with a sitting director’s affiliates increase perceived governance risk (though managed via RPT Committee).