Robert Flanagan
About Robert J. Flanagan
Independent director since 2018; age 68. Chair of the Audit Committee and member of the Investment Committee, designated as a “financial expert.” Former Executive Chairman (since Jan 2023), CEO (2021–2022), President (2015–2020), and EVP (1989–2015) of Clark Enterprises; career spans accounting, finance, tax, strategic planning, and governance, and he is a certified public accountant. Tenure on WPC’s board includes consistent independence determinations by the NCG Committee and Board under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clark Enterprises, Inc. | Executive Chairman | Jan 2023–present | Oversight of investment platform; leadership of complex organizations |
| Clark Enterprises, Inc. | Chief Executive Officer | Jan 2021–Dec 2022 | Led strategic and financial decisions |
| Clark Enterprises, Inc. | President | 2015–Dec 2020 | Executive management and capital allocation |
| Clark Enterprises, Inc. | Executive Vice President | 1989–2015 | Investments, finance, tax; senior leadership |
| A. James & Alice B. Clark Foundation | Trustee (since 2014), Director (2009–2016), Chairman (2015–2016) | Various | Philanthropy governance; board leadership |
| Baltimore Orioles, Inc. | Director, Treasurer | 1981–1989 | Financial oversight |
| Sagent Pharmaceuticals, Inc. (NASDAQ: SGNT) | Director; Chairman (2015–2016) | 2009–2016 | Board leadership; oversight |
| Martek Biosciences Corporation (NASDAQ: MATK) | Director; Chairman (2007–2010) | 2002–2010 | Strategic oversight |
| Verax Biomedical; Clark Equity Investors; Development Insurance Group | Director | 2008–Jan 2023 (various) | Portfolio governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brown Advisory, Inc. | Board Member | Since 2016 | Non‑public company |
| Vascular Therapies, Inc. | Board Member | Since 2013 | Non‑public company |
| Current public company boards | — | — | None |
Board Governance
- Committee assignments: Audit (Chair; Financial Expert) and Investment (Member). Audit remit includes integrity of financial statements, internal controls, auditor engagement, enterprise risk and quarterly cybersecurity oversight; Audit held eight meetings in 2024. Investment reviews/approves transactions >$100mm, quarterly portfolio reviews, and ESG considerations; Investment held seven meetings in 2024 .
- Independence: Board annually affirmed Flanagan’s independence under NYSE and SEC rules; all committee members are independent .
- Attendance: Board held four regular meetings in 2024; all directors attended at least 75% of board and applicable committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Non-Executive Chair presides over periodic executive sessions; roles of Chair and CEO are separated to enhance oversight .
- Shareholder engagement signals: >90% Say-on-Pay support in 2024; stewardship outreach met investors representing >25% of outstanding shares .
Fixed Compensation
- WPC director pay structure (2024):
- Annual cash retainer: $100,000; annual equity grant: $175,000 (Director RSA or RSU; vests in one year) .
- Additional fees: Non-Executive Chair $125,000; Audit Chair $25,000; Compensation Chair $25,000; NCG Chair $15,000; Investment Chair $10,000; Committee Member Retainer $10,000; Executive Committee members receive no additional compensation .
- 2024 compensation for Robert J. Flanagan:
- Fees earned in cash: $126,250; Stock awards (grant-date fair value): $174,980; Total: $301,230 .
| Component | Amount ($) | Details |
|---|---|---|
| Cash fees | 126,250 | Includes base retainer and committee roles per structure |
| Equity grant (RSA/RSU) | 174,980 | Granted ~July 1; vests one year; dividends accrue until vest |
| Total | 301,230 | Sum of cash and equity |
Performance Compensation
| Performance-based elements for directors | Metrics | Payout mechanics |
|---|---|---|
| None | — | Non-employee directors receive time-based RSAs/RSUs; no options, no non‑equity incentives granted in 2024 |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Note |
|---|---|---|---|
| Public companies (current) | — | — | None |
| Sagent Pharmaceuticals (NASDAQ: SGNT) | Public (prior) | Director; Chairman | No WPC-related transactions disclosed |
| Martek Biosciences (NASDAQ: MATK) | Public (prior) | Director; Chairman | No WPC-related transactions disclosed |
| Brown Advisory, Vascular Therapies | Private | Director | No related-party transactions disclosed; independence affirmed |
Expertise & Qualifications
- Financial expert; CPA; deep experience in accounting, finance, tax, strategic planning, leadership of complex organizations, human capital, corporate governance and board best practices—supports Audit chair role and risk oversight .
- Capital markets and real estate investment exposure complements WPC’s diversified net lease portfolio; risk management and oversight experience aligns with ERM and cybersecurity oversight cadence .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 13,510 |
| Shares outstanding | 218,975,748 |
| Ownership (% of outstanding) | 0.0062% (13,510 ÷ 218,975,748) |
| Unvested Director RSUs (12/31/2024) | 3,203 |
| Unvested Director RSAs (12/31/2024) | 0 |
| Pledging/Hedging | No pledging disclosed for Flanagan; company prohibits hedging and has strict pledging limits; “except as noted,” none of the shares are pledged |
| Ownership guidelines | Directors must hold 5x annual cash retainer; Flanagan has met the requirement |
Governance Assessment
- Strengths: Independent Audit Chair designated as financial expert; robust committee workload (Audit: 8 meetings; Investment: 7) including quarterly cybersecurity oversight; high attendance; no related‑party transactions; director pay structure balanced between cash and equity; compliance with stock ownership guidelines .
- Alignment: Beneficial ownership plus annual equity grants support skin‑in‑the‑game; company prohibits hedging and tightly limits pledging, reducing misalignment risk .
- Risks/Red Flags: None disclosed specific to Flanagan; Board-wide practices note no poison pill, majority voting with resignation policy, annual elections, independence review, clawback policy, and over-boarding limits—positive governance signals .
- Watch items: Continued Audit oversight of enterprise risk and cybersecurity; maintain independence and absence of related-party exposure; investor engagement remains strong; Say‑on‑Pay support >90% in 2024 .