Rhonda Gass
About Rhonda O. Gass
Rhonda O. Gass (age 61) is an independent director at W. P. Carey (WPC) since 2024, serving on the Audit Committee. She is Chief Information Officer of Stanley Black & Decker (since 2012), with prior senior roles at Dell (2001–2012) and NCR (1985–2001). Her core credentials center on information technology, cybersecurity, strategic planning, and risk oversight; she also serves on the board of Flowers Foods (NYSE: FLO) since 2015 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker (SWK) | Chief Information Officer | Since 2012 | Leads digital and collaboration capabilities; cybersecurity and digital risk oversight |
| Dell, Inc. | VP, Information Technology; VP, IT Strategy, Technology & Governance; VP, Product Group | 2001–2012 | IT strategy, governance, and product operations across global enterprise |
| NCR Corporation | Engineering Director, Site Leader; SW Development Manager; SW Developer | 1985–2001 | Software development and engineering leadership in enterprise systems |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flowers Foods (FLO) | Director | Since 2015 | Public board experience; industry oversight |
| Technology Business Management Council | Director (non-public) | Since 2017 | IT value management best practices |
| HCL Customer Advisory Board | Member (non-public) | Since Mar 2021 | Enterprise IT advisory input |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmed Gass as independent under NYSE and SEC standards (and eligible for audit committee service) |
| Committee membership | Audit Committee member (not designated financial expert) |
| Audit Committee meetings (2024) | 8 meetings held |
| Board meetings (2024) | 4 regular meetings; all directors attended ≥75% of applicable meetings (including committees) |
| Cyber oversight | Audit Committee oversees enterprise and cybersecurity risks with quarterly updates; board receives periodic cyber training and external monitoring updates |
| Governance practices | Anti‑hedging policy; robust pledging limits; director over‑boarding limits (≤4 public boards; audit committee members ≤3) |
Fixed Compensation
| Component | Policy/Amount | Timing/Terms |
|---|---|---|
| Annual cash retainer | $100,000 | Paid to non-exec directors; may elect stock in lieu and/or defer |
| Annual equity grant | $175,000 (Director RSA or RSU) | Granted ~July 1; vests fully one year post‑grant; RSAs have voting rights; RSUs no voting rights |
| Committee member retainer | $10,000 per committee (including chairs) | Annual fee in cash (or stock if elected) |
| Chair fees | Audit: $25,000; Compensation: $25,000; NCG: $15,000; Investment: $10,000 | Additional annual cash |
| 2024 grant fair value/share | $54.63 for annual director RSAs/RSUs | FASB ASC 718 |
| Rhonda O. Gass – 2024 Director Compensation | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 82,419 | She elected to receive fees as Director RSUs in lieu of cash (1,448 RSUs) |
| Stock Awards | 218,714 | Includes 3,203 Director RSUs/RSA annual grant and her elections; ASC 718 |
| Total | 301,133 | 2024 non-employee director compensation |
| Pro-rated RSU grant | 43,735 | 780 RSUs granted Apr 1, 2024 (one quarter of annual $175k); FV/share $56.07; vested Jul 3, 2024 |
| Deferral election | Deferred to Feb 15 following year she leaves Board | Applies to vested RSUs; delivery deferred per program |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Options awards | None | No option awards granted to non-employee directors in 2024 |
| Non‑equity incentive awards | None | Not applicable to directors |
| Performance metrics | None | Director equity vests time‑based; no TSR/AFFO metrics for director awards |
Other Directorships & Interlocks
| External Board | Ticker | Role | Since |
|---|---|---|---|
| Flowers Foods | FLO | Director | 2015 |
- Interlock: WPC director Margaret G. Lewis also serves on the Flowers Foods board (since 2014), creating a shared external board network with Gass; no WPC related‑party transactions disclosed with FLO .
Expertise & Qualifications
- Information Technology & Cybersecurity leadership; enterprise digital risk management; strategic planning; risk oversight; U.S. public company executive experience .
- Audit Committee alignment: committee receives quarterly cybersecurity updates and oversees controls; her CIO background reinforces board risk governance .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 2,813 shares; <1% of class; includes vested/deferred shares; not pledged |
| Unvested director awards (as of Dec 31, 2024) | 3,203 RSUs outstanding; 0 RSAs (for Gass); annual grants scheduled to vest Jul 1, 2025 |
| Ownership guidelines | Directors must hold 5× annual cash retainer; 5‑year phase‑in to meet ($500,000 equivalent) |
| Compliance status | Board states non‑exec directors not yet at 5‑year mark are “on track” to comply within period |
| Hedging/pledging | Hedging prohibited; pledging limited to ≤40% loan‑to‑value and subject conditions; beneficially owned director shares generally not pledged |
Governance Assessment
- Strengths: Independent status; Audit Committee membership; strong IT/cyber risk credentials; high engagement (≥75% attendance across board/committee meetings); equity-heavy compensation via RSUs and election to take fees in stock (alignment) .
- Compensation structure: Fixed cash and time‑based equity (no options, no performance metrics for directors); director equity vests annually; deferral elections promote long‑term alignment .
- Policies supporting investor confidence: Anti‑hedging; robust pledging limits; clawback policy aligned with NYSE/Dodd‑Frank; over‑boarding limits; no related‑party transactions disclosed .
- Watchpoints: External board interlock at Flowers Foods with another WPC director (Margaret G. Lewis); no conflicts disclosed, but monitor for any WPC tenant relationships or transactions with FLO in future filings (none disclosed in 2025 proxy) .
Overall, Gass’s CIO/cybersecurity expertise, audit committee role, and stock‑aligned director pay structure are positives for board effectiveness and risk oversight; no material conflicts or red flags are disclosed in the latest proxy .