Stefani Carter
About Stefani D. Carter
Stefani D. Carter (age 47) has been an independent director of Wheeler Real Estate Investment Trust, Inc. (WHLR) since December 2019 and currently serves as Chair of the Board. She holds a J.D. from Harvard Law School, an M.P.P. from Harvard Kennedy School, and dual B.A./B.J. degrees from the University of Texas at Austin, with a career background in civil litigation, corporate governance, and public service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stefani Carter & Associates, LLC | Principal; consulting/legal services | Founded 2011; ongoing | Legal and governance advisory |
| Stable Realty, LLC | Principal; real estate investments | Ongoing | Real estate investment oversight |
| Ferguson Braswell Fraser Kubasta PC (FBFK) | Litigation shareholder | 2020–2023 | Commercial litigation leadership |
| Estes Thorne & Carr PLLC | Senior counsel | Prior to 2020 (3 years) | Civil litigation practice |
| Vinson & Elkins LLP | Associate | 2005–2007 | Commercial litigation training |
| Collin County District Attorney’s Office | Criminal prosecutor | 2007–2008 | Trial experience |
| Texas House of Representatives (HD102) | Elected Representative | 2011–2015 | Policy and governance experience |
External Roles
| Company | Role | Committees | Tenure/Notes |
|---|---|---|---|
| Braemar Hotels & Resorts, Inc. (NYSE: BHR) | Lead Independent Director | Chair – Nominating & Corporate Governance; Member – Related Party Transactions | Director since 2013; current committee leadership noted in 2025 proxy |
| Axos Bank / Axos Financial, Inc. (NYSE: AX) | Independent Director | Member – Compensation; Member – Asset & Liability; Chair – Nominating & Corporate Governance | Serving since 2021; re-elected Nov 13, 2025 (votes: For 27,584,082; Withheld 16,350,759; Broker non-votes 5,545,455) |
| Dallas HERO, Inc. | Honorary Chair | — | Civic governance role |
Interlocks of note: Rebecca Musser serves on both WHLR and BHR boards (BHR Audit Chair), creating cross-board network ties that may influence information flow .
Board Governance
| Committee | Carter’s Role | 2024 Meetings | Notes |
|---|---|---|---|
| Executive Committee | Chair | 3 | Full Board authority between meetings; cannot act on matters delegated to other committees |
| Related Person Transactions (RPT) Committee | Chair | 2 | Reviews/approves related person transactions; independence affirmed |
| Governance & Nominating Committee | Member | 2 | Oversees governance policies and director nominations; independence affirmed |
| Litigation Committee | Member | 1 | Oversees material litigation; independence affirmed |
| Audit Committee | Not a member | 4 | Financial oversight; independent composition; private auditor sessions |
| Compensation Committee | Not a member | 1 | Oversees executive pay; independent composition |
- Board leadership: WHLR currently separates CEO and Board Chair; Carter is the independent Chair of the Board .
- Independence: WHLR’s entire Board was determined independent under Nasdaq rules; independence reviewed annually .
- Attendance: Board met 10 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings; director nominees attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $65,000 | FY2024 | Increased $5,000 effective Nov 7, 2024; paid quarterly |
| Additional Chair of WHLR Board retainer | $40,000 | FY2024 | Paid to the Chair of the Board; paid quarterly |
| Total fees earned (Carter) | $100,740 | FY2024 | Reported in Director Compensation table |
WHLR reimburses reasonable director meeting expenses; no WHLR meeting fees disclosed .
Performance Compensation
| Instrument | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Stock awards (directors) | — | — | — | — | None – no stock awards disclosed for directors in 2024 |
| Option awards (directors) | — | — | — | — | None – no options disclosed for directors in 2024 |
| Company equity award policy | — | — | — | — | Company currently does not plan to grant equity awards; no shares available under 2015/2016 LTIPs following May 2025 split |
Other Directorships & Interlocks
| Company | Shared Directors with WHLR | Committee Roles (external) | Potential Conflict Vector |
|---|---|---|---|
| Braemar Hotels & Resorts (BHR) | Stefani Carter; Rebecca Musser | Carter: Lead Director; Chair – NCG; RPT member. Musser: Audit Chair | Governance influence across boards; information sharing risks mitigated by independence standards |
| Axos Financial (AX) | Stefani Carter | Chair – NCG; Member – Compensation; Asset & Liability | Financial services oversight; no disclosed transactional ties to WHLR |
Expertise & Qualifications
- Legal and governance: 20+ years as practicing attorney specializing in civil litigation and contractual disputes; governance leadership across REITs and banks .
- Education: Harvard JD/MPP; UT Austin B.A. in Government; B.J. in News/Public Affairs .
- Public company governance: Lead director and committee chair roles at BHR and AX; WHLR Board Chair, Executive Committee Chair, and RPT Committee Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Stefani D. Carter | — | — |
| Shares outstanding reference | 1,094,686 | — |
- As of July 3, 2025, Carter reported no beneficial ownership of WHLR common stock; group ownership 51.93% largely reflects Joseph Stilwell’s position (49.99%) and other holders .
Insider Trades
| Year | Form 4 Transactions (WHLR) | Notes |
|---|---|---|
| 2023 | None identified | Based on insider-trades skill query (2023–2025); company reports timely Section 16(a) compliance in 2024 . |
| 2024 | None identified | See note above. |
| 2025 YTD | None identified | See note above. |
Note: Insider-trades skill query on Nov 20, 2025 returned no Form 4 filings for “Stefani Carter” at WHLR during 2023–2025; Section 16(a) timely compliance confirmed by company for 2024 .
Governance Assessment
- Board effectiveness: Carter’s independent Board Chair role and leadership of Executive and RPT Committees place her at the center of WHLR’s governance—benefit is swift Board action via Executive Committee; risk is concentration of authority, requiring robust checks through committee independence and charters .
- Independence and attendance: WHLR maintains an all-independent Board with adequate meeting cadence; Carter participated in committees with documented meetings in 2024; attendance thresholds met .
- Compensation alignment: Director pay is entirely cash-based without equity, and the company does not plan to grant equity; Carter reported no share ownership in WHLR, which weakens “skin-in-the-game” alignment for board oversight in a highly dilutive, reverse-split environment .
- Related-party oversight: Carter chairs the RPT Committee overseeing transactions such as WHLR’s investment in Stilwell Activist Investments (SAI)—a fund managed by fellow director Joseph Stilwell, with affiliations of other WHLR directors. The Executive Committee (chaired by Carter) also approved extensions to Stilwell-related holder agreements. While these were approved by disinterested directors/RPT Committee, the network density raises conflict monitoring needs .
- Shareholder confidence: Carter received strong support at the Aug 20, 2025 WHLR annual meeting (Votes For 556,455; Withheld 7,926; Broker non-votes 173,924), indicating investor confidence in the current board slate amid ongoing capital actions .
RED FLAGS
- Absence of director equity and no stock awards/options program (no equity plans available), reducing ownership alignment for directors in a volatile capital structure .
- Hedging policy: Company states it does not have a hedging policy, which is shareholder-unfriendly and can undermine alignment and market signaling .
- Related-party exposure: WHLR invested $10.5 million in SAI, an affiliate of director Joseph Stilwell; other directors have affiliations. Carter’s committees (RPT; Executive) oversee/approve aspects of these arrangements; continuous scrutiny required to ensure decisions favor minority shareholders .
- Structural dilution and reverse splits: Extensive reliance on reverse stock splits to maintain Nasdaq compliance amid preferred redemptions into common stock; as Board Chair, Carter bears responsibility for investor communications and governance oversight of these actions .
Director Compensation (WHLR – Carter) Summary
| Metric | FY2024 |
|---|---|
| Annual cash retainer | $65,000 |
| Additional Chair retainer | $40,000 |
| Total fees earned | $100,740 |
| Equity awards/options | None |
Other Voting & Attendance Signals
| Item | Result |
|---|---|
| WHLR Board meetings in 2024 | 10; no director <75% attendance |
| WHLR 2025 Annual Meeting – Carter | For 556,455; Withheld 7,926; Broker non-votes 173,924 |
Related-Party Transactions Oversight (Context for RPT Committee chaired by Carter)
- WHLR investment in SAI: $10.0 million (2023) plus $0.5 million (June 1, 2024); SAI managed by Stilwell Value; other WHLR directors (Borrack, Parisi) have affiliations. Approved by disinterested directors and later the RPT Committee; portions of SAI’s investments are in WHLR’s own securities .
- Excepted Holder Limits and Letter Agreement with Stilwell Investors: Board and Company entered excepted holder agreements in Dec 2023; limits increased in Feb 2024; Executive Committee approved extension of the Letter Agreement through Dec 5, 2025, constraining conversions to avoid crossing 50% voting power—Carter chairs the Executive Committee .
Equity Compensation Plans Status
| Plan | Securities available | Notes |
|---|---|---|
| 2015 LTIP | None | No shares available following May 2025 reverse split |
| 2016 LTIP | None | No shares available following May 2025 reverse split |
| Equity Plan Table | No outstanding options/rights; no shares available for future issuance | As of July 3, 2025 |
Conclusion
Carter’s governance profile features deep legal expertise and multi-board leadership, with strong shareholder support at WHLR’s 2025 meeting. However, lack of equity alignment, absence of a hedging policy, and meaningful related-party exposure overseen by committees she chairs demand heightened transparency and rigorous conflict management to sustain investor confidence in a capital-structure-challenged REIT .