Margaret Lewis
About Margaret G. Lewis
Independent director at W. P. Carey (WPC) since 2017 (age 70), Lewis brings more than two decades of senior healthcare operating experience, including serving as HCA Capital Division President, and has deep boardroom credentials across public companies and the Federal Reserve system. She is a registered nurse and Fellow of the American College of Healthcare Executives and currently chairs WPC’s Nominating & Corporate Governance Committee with oversight of ESG, and serves on the Compensation Committee . The Board affirms her independence under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hospital Corporation of America (HCA) | Capital Division President | 2004–2013 | Led multi-hospital division operations |
| CJW Medical Center | Chief Executive Officer | 2001–2004 | CEO of major medical center within HCA |
| Chippenham/Johnston-Willis Medical Center | Chief Operating Officer | 1998–2001 | Hospital operations leadership |
| Federal Reserve Bank of Richmond | Class C Director; Deputy Chair; Chair | Director 2013–2019; Deputy Chair 2014–2016 & 2019; Chair 2017–2018 | Monetary policy oversight; regional governance leadership |
| Virginia Hospital & Healthcare Association | Board Member; Secretary/Treasurer; President of Search Committee | Board 2005–2013; Sec/Treas 2010–2012; Search Chair 2012–2013 | Statewide industry governance |
| Smithfield Foods (NYSE-listed) | Director | 2011–2013 | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flowers Foods, Inc. (NYSE: FLO) | Director (current) | Since 2014 | Current public company directorship |
| Federal Reserve Bank of Richmond | Former Director/Chair | 2013–2019 | See above |
| Virginia Hospital & Healthcare Association | Former Director | 2005–2013 | See above |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (NCG); Member, Compensation Committee .
- Independence: Board affirmed Lewis is independent under NYSE/SEC standards; all standing committees comprise only independent directors .
- Attendance and engagement: Board held 4 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attending at the time attended the 2024 Annual Meeting . Committee meetings in 2024: Audit (8), Compensation (6), NCG (4), Investment (7) .
- Leadership structure: Independent Non-Executive Chair; periodic executive sessions overseen by Chair (separate from CEO) .
- Shareholder engagement: Stewardship outreach with investors representing >25% of outstanding shares .
Fixed Compensation (Director Pay)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for all independent directors |
| Committee member retainers | $20,000 | $10,000 per committee; Lewis serves on two (NCG & Compensation) |
| NCG Committee Chair fee | $15,000 | Chair premium |
| Total cash fees (actual) | $135,000 | Reported for Lewis in 2024 Director Compensation Table |
| Annual equity award (RSAs/RSUs) | $175,000 | Grant ~July 1; time-based vesting after one year |
| Stock awards (actual fair value) | $174,980 | 2024 grant value per table |
| Total 2024 director compensation | $309,980 | Cash + equity for Lewis |
Performance Compensation
- Structure: WPC directors receive time-based Restricted Share Awards (RSAs) or Restricted Stock Units (RSUs); no performance-conditioned equity for non-employee directors .
- Vesting: Director RSAs/RSUs vest in full one year after grant; dividends accrue and are delivered upon vesting (or as dividend equivalents for deferred RSUs) .
- 2024 equity details: Standard annual grant value $175,000; Lewis had 3,203 unvested Director RSAs outstanding at year-end (grant date fair value $54.63 per share) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Governance Implication |
|---|---|---|---|
| Flowers Foods, Inc. (NYSE: FLO) | Director (current) | Lewis (since 2014) and WPC director Rhonda O. Gass (since 2015) both serve on FLO’s board | Board interlock on an external issuer; monitor for potential perception of reciprocal support, though no specific conflict disclosed |
Expertise & Qualifications
- Strategic planning and executive decision-making; US public company executive officer experience .
- ESG and corporate responsibility oversight; chairs NCG which oversees ESG .
- Human capital and compliance; healthcare operating depth as RN and ACHE Fellow .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 16,268 shares; less than 1% of class |
| Unvested Director RSAs at 12/31/2024 | 3,203 |
| Pledged shares | None disclosed for Lewis; “except as noted” none of the director holdings are pledged; pledging limits policy in place |
| Director stock ownership guideline | 5x annual cash retainer |
| Compliance status | Lewis (and other long-tenured directors) have met the guideline as of the proxy date |
Governance Assessment
- Board effectiveness: Lewis’ healthcare operating background and Federal Reserve governance experience align with WPC’s emphasis on risk oversight, ESG, and human capital, reinforcing committee leadership quality on NCG and informed participation on Compensation .
- Independence and attendance: Affirmed independent; Board-wide attendance ≥75% supports engagement standards; committee structures are fully independent .
- Alignment and incentives: Director pay mix (cash retainer + one-year vesting equity) and stock ownership guidelines (met) support alignment; ability to elect stock in lieu of cash further strengthens skin-in-the-game .
- Conflicts and related-party exposure: Company discloses no related-party transactions and no Compensation Committee interlocks; interlock exists with another WPC director at Flowers Foods but no WPC-related conflict is disclosed .
- Shareholder signals: Strong 2024 Say-on-Pay support (>90%) and proactive investor outreach (>25% of shares) indicate investor confidence in compensation and governance frameworks overseen by the Board and its committees .
RED FLAGS to monitor
- External board interlock: Lewis and fellow WPC director Rhonda Gass both serve on Flowers Foods’ board—track for any perceived reciprocal support or overboarding concerns; company states all directors comply with overboarding limits .
- Concentration of committee influence: As NCG Chair and Compensation Committee member, Lewis plays a central role in director nomination/ESG and pay governance—appropriate checks include independent consultant (FW Cook) and diversified committee membership with no interlocks or conflicts reported .