Elisabeth Stheeman
About Elisabeth T. Stheeman
Elisabeth T. Stheeman, 61, is an Independent Director of W. P. Carey, serving since 2022, with deep experience across financial services, capital markets, real estate, risk oversight, and governance in the UK and Europe . Her career includes senior operating roles at Morgan Stanley and LaSalle Investment Management and external board/committee service at the Bank of England, Deloitte UK, and AIIB, with current public company directorships at M&G plc and Edinburgh Investment Trust PLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | COO, Investment Banking Division Real Estate & Natural Resources; Global COO, Real Estate Investing | 2011–2012; 2007–2010 | Capital markets and real estate operating leadership |
| LaSalle Investment Management | Global Chief Operating Officer; Global Management Committee | 2013–2014 | Global operations; real estate execution |
| Bank of England | External Member, Financial Policy Committee; Financial Market Infrastructure Board | 2018–Feb 2024; 2017–Dec 2023 | Macroprudential policy; FMI risk oversight |
| London School of Economics | Member of Council; Finance & Estates Committee | 2016–Aug 2023 | Governance; estates oversight |
| German British Chamber of Industry and Commerce | Member of Council | 2016–Sep 2023 | Bilateral business oversight |
| Aareal Bank AG | Supervisory Board Member | 2015–Aug 2022 | Bank governance |
| Korian SA | Independent Non-Executive Director | 2017–2019 | Healthcare services governance |
| TLG Immobilien AG | Non-Executive Director | 2014–2018 | German real estate governance |
| alstria office REIT-AG (ETR: AOX) | Supervisory Board; Investment; Nominations & Remuneration Committees | May 2021–May 2023 | REIT board and committee oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deloitte UK & NSE | Independent Non-Executive Director; Oversight Board & Audit Governance Board | Since May 2024 | Audit governance and oversight |
| Asian Infrastructure Investment Bank (AIIB) | External Member, Audit & Risk Committee | Since Apr 2021 | Multilateral development bank risk oversight |
| M&G plc (FTSE: MNG) | Independent Non-Executive Director | Since Aug 2024 | Public company board (asset management) |
| Edinburgh Investment Trust PLC (FTSE: EDIN) | Chair; Non-Executive Director | Chair since Jul 2022; NED since May 2019 | UK investment trust leadership |
Board Governance
- Independence: Independent Director; standing committees comprised entirely of independent directors . Audit Committee confirms all members meet NYSE/SEC independence standards .
- Committees: Audit (member; 8 meetings in 2024), Investment (member; 7 meetings in 2024) .
- Attendance: The Board held four regular meetings in 2024; each Director attended at least 75% of Board and Committee meetings; all Directors attended the 2024 Annual Meeting .
- Committee responsibilities relevant to risk: Audit oversees financial reporting, internal controls, and enterprise/cybersecurity risk, with quarterly cybersecurity updates; Investment approves transactions >$100mm and reviews investments quarterly with ESG considerations .
- Governance signals: Independent Chair, majority voting, proxy access, clawback policy adoption, no related-party transactions disclosed .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Applies to all independent Directors |
| Committee member retainers | $10,000 per committee | Payable to all committee members, including Chairs |
| Committee chair retainers | N/A | Only for chairs; Audit $25k, Compensation $25k, Nominating $15k, Investment $10k |
| Total cash fees (Stheeman) | $120,000 | $100k retainer + $20k for two committees (Audit, Investment) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value per Share | Total Grant Date Fair Value | Vesting | Other Terms |
|---|---|---|---|---|---|---|
| Director RSA | Jul 1, 2024 | 3,203 | $54.63 | $174,980 | Vests in full Jul 1, 2025 | Dividends accrue until vest; voting rights on RSAs |
| Director RSU | None disclosed | — | — | — | — | RSUs vest on same schedule if elected; no voting rights (not elected by Stheeman) |
| Options | None | — | — | — | — | No option awards to non-employee Directors in 2024 |
- Equity program design: Annual equity award valued at $175,000 granted on or about July 1; Directors may elect RSAs or defer into RSUs; one-year vesting; RSAs accrue cash dividends until vest; RSUs accrue dividend equivalents paid at deferral end .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| M&G plc (FTSE: MNG) | Independent NED | Asset manager; no WPC-related party transactions disclosed |
| Edinburgh Investment Trust PLC (FTSE: EDIN) | Chair | UK investment trust; no WPC-related party transactions disclosed |
- Related-party exposure: Company discloses no related-party transactions; WPC’s auditor is PwC (not Deloitte) reducing perceived audit interlock risk from Deloitte oversight role .
Expertise & Qualifications
- Core competencies: Strategic planning, international business, risk management & oversight, capital markets, investor relations, real estate, IT/cybersecurity, ESG, human capital, legal & compliance .
- REIT/financial services depth: Extensive REIT board experience and capital markets operations from Morgan Stanley/LaSalle; macroprudential experience via Bank of England FPC/FMI .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Elisabeth T. Stheeman | 5,705 | <1% | Includes 3,203 unvested Director RSAs (voting rights); no pledged shares disclosed |
| Unvested RSA (as of 12/31/24) | 3,203 | — | Outstanding; scheduled to vest Jul 1, 2025 |
| Unvested RSU | 0 | — | Not applicable; Stheeman’s table shows RSAs only |
| Ownership guideline | 5x annual cash retainer | — | Directors phased in over 5 years; non-executive directors (not yet at 5 years) on track to comply |
Governance Assessment
- Board effectiveness: Active on Audit and Investment—two high-impact committees for risk, cyber, and capital allocation; committee cadence (8 and 7 meetings respectively) indicates robust oversight .
- Alignment and independence: Independent status, adherence to attendance thresholds, and equity-based compensation (non-performance for directors) support independence and reduce pay-for-performance conflicts at the board level .
- Ownership/skin-in-the-game: Beneficial ownership with voting RSAs and a 5x retainer guideline (on-track phase-in) signal alignment without hedging; anti-hedging policy applies to nonemployee directors; pledging limited and monitored—no pledging indicated for Stheeman .
- Compensation structure: Conservative retainer-plus-equity model; no options or per-meeting fees disclosed; RSAs/RSUs vest in one year, limiting short-term risk-taking incentives for directors .
- External commitments: Multiple roles (M&G plc, Edinburgh Investment Trust, Deloitte, AIIB) but company reports compliance with over-boarding limits; no related-party transactions disclosed; auditor is PwC (not Deloitte), mitigating audit conflict perceptions .
RED FLAGS
- None disclosed specific to Stheeman: no related-party transactions, no hedging, no pledging by Stheeman, attendance ≥75%, all standing committees independent .