WHITESTONE REIT, DEFC14A filed on 4/4/2024
Proxy Statment - Contested Solicitations (definitive)
v3.24.1
Cover
12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEFC14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Whitestone REIT
Entity Central Index Key 0001175535
v3.24.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay vs. Performance Comparison

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and in accordance with Item 402(v) of Regulation S-K, the table below sets forth information about the relationship between compensation actually paid to our NEOs, calculated in accordance with SEC regulations, and certain financial performance measures of the Company for fiscal years 2023, 2022, 2021 and 2020. For further information about how our Compensation Committee has implemented an executive compensation program linking a substantial portion of our NEOs' compensation to the achievement of  the Company's operational and financial objectives to align our executive's pay with changes in the value of our shareholders' investments, see the CD&A.

 

 

                         

Value of Initial Fixed $100 Investment Based on:

       

Year

 

Summary Compensation Table Total for Current PEO ($)(1)

 

Summary Compensation Table Total for Former PEO ($)(2)

 

Compensation Actually Paid to Current PEO ($)(3)

 

Compensation Actually Paid to Former PEO ($)(3)

 

Average Summary Compensation Table Total for Non-PEO NEOs ($)(4)

 

Average Compensation Actually Paid to Non-PEO NEOs ($) (3)

 

Total Shareholder Return ($)(5)

 

Peer Group Total Shareholder Return ($) (5)

 

Net Income (Loss) (in Millions of s )

 

FFO Per Diluted Common Share and OP Unit ("FFO/sh") ($) (6)

2023

 

1,362,527

 

-

 

3,212,450

 

-

 

692,169

 

1,431,628

 

111

 

117

 

19.2

 

0.88

2022

 

1,688,205

 

70,589

 

1,580,013

 

(3,375,072)

 

827,272

 

773,981

 

83

 

104

 

35.3

 

1.03

2021

 

-

 

2,089,570

 

-

 

1,667,602

 

970,380

 

849,425

 

83

 

119

 

12.0

 

0.86

2020

 

-

 

3,088,683

 

-

 

1,684,500

 

1,097,270

 

697,562

 

62

 

72

 

6.0

 

0.83

 

 

(1)

The dollar amounts reported are the total compensation amounts for our current CEO, Mr. Holeman, in the Summary Compensation Table for Fiscal Year 2023 and 2022.  Mr. Holeman was appointed CEO on January 18, 2022, and he served as our CFO prior to be his appointment to CEO.

 

 

(2)

The dollar amounts reported are Summary Compensation amounts for our former CEO, Mr. James C. Mastandrea, for the fiscal years 2022, 2021 and 2020.  Mr. Mastandrea was terminated, for cause, on January 18, 2022.

 

 

(3)

The dollar amounts reported represent the amount of "compensation actually paid," as calculated in accordance with SEC rules for our current CEO, Mr. Holeman, our former CEO Mr. Mastandrea or the average of our non-PEO NEOs. The dollar amounts do not reflect the amount actually paid  during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards were vested or forfeited, or through the end of the reported fiscal year. The company does not maintain a defined benefit pension plan so no adjustment for pension benefits are included in the table below.

 

 

(4)

The dollar amounts reported are the average Summary Compensation amounts for our non-PEO NEOs for the fiscal years 2023, 2022, 2021 and 2020. The  table below lists the non-PEO NEOs for each of the applicable years.  

 

 

(5)

Reflects cumulative total shareholder return for the measurement period, calculated in accordance with Item 201 (e) of Regulation S-K. The total shareholder return peer group for purposes of this table is the FTSE: NAREIT Equity Shopping Centers Index.  

 

 

(6)

Reflects our Company-selected measure, FFO/sh, which represents NAREIT Funds From Operations on a Per Common Share and OP Unit basis.  For a reconciliation of net income attributable to us on a GAAP basis to FFO/sh and a definition, see Appendix A.   

 

Year

Current PEO

Former PEO

Non-PEO NEOs

       

2023

David K. Holeman

N/A

Christine J. Mastandrea

J. Scott Hogan

Peter J. Tropoli

Soklin “Michelle” Siv

2022

David K. Holeman

James C. Mastandrea

Christine J. Mastandrea

     

J. Scott Hogan

     

Peter A. Tropoli

     

Soklin "Michelle" Siv

2021

N/A

James C. Mastandrea

David K. Holeman

     

Christine J. Mastandrea

     

John J. Dee

     

Bradford D. Johnson

2020

N/A

James C. Mastandrea

David K. Holeman

     

Christine J. Mastandrea

     

John J. Dee

     

Bradford D. Johnson

 

 

     
PEO Total Compensation Amount $ 1,362,527 $ 1,688,205 $ 0 $ 0
PEO Actually Paid Compensation Amount $ 3,212,450 1,580,013 0 0
Adjustment To PEO Compensation, Footnote

To calculate the amounts in the Compensation Actually Paid to Current PEO and Compensation Actually Paid to Former PEO  columns in the table above, the following amounts were deducted from and added to "Total" compensation as reported in the Summary Compensation Table.

 

Year

 

Summary Compensation Table Total for Current PEO ($)

 

Summary Compensation Table Total for Former PEO ($)

 

Deduct Reported Value of Equity Awards for Current PEO ($)(1)

 

Deduct Reported Value of Equity Awards for Former PEO ($)(1)

 

Add Equity Award Adjustments for Current PEO ($)(2)

 

Add Equity Award Adjustments for Former PEO ($)(2)

 

Compensation Actually Paid to Current PEO ($)

 

Compensation Actually Paid to Former PEO($)

2023

 

1,362,527

 

-

 

(800,000)

 

-

 

2,649,930

 

-

 

3,212,450

 

-

2022

 

1,688,205

 

70,589

 

(649,992)

 

-

 

541,800

 

(3,445,661)

 

1,580,013

 

(3,375,072)

2021

 

-

 

2,089,570

 

-

 

(1,401,600

 

-

 

979,632

 

-

 

1,667,602

2020

 

-

 

3,088,683

 

-

 

(1,707,000)

 

-

 

302,817

 

-

 

1,684,500

 

 

 

(1)

Represents the grant date fair value of the equity awards as reported in the "Stock Awards" column in the Summary Compensation Table for each applicable year.  

 

 

(2)

Represents the year-over-year change in the fair value of equity awards as itemized in the table below.  No awards vested in the year they were granted.

 

Fair Value of Equity Awards for PEO

 

2023 Current PEO ($)

   

2022 Current PEO ($)

   

2022 Former PEO ($)

   

2021 Former PEO ($)

   

2020 Former PEO ($)

 

As of year-end for awards granted during the year

    1,189,720       558,587       -       1,953,600       2,067,000  

Year-over-year increase (decrease) of unvested awards granted in prior years

    386,147       13,800       -       (445,497 )     (814,865 )

Prior year-end value of awards forfeited during the year

    -       -       (3,445,661 )     -       -  

Increase (decrease) from prior fiscal year-end for awards that vested during the year

    1,074,063       (30,587 )     -       (528,471 )     (949,318 )

Total Equity Award Adjustment

    2,649,930       541,800       (3,445,661 )     979,632       302,817  

 

 

     
Non-PEO NEO Average Total Compensation Amount $ 692,169 827,272 970,380 1,097,270
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,431,628 773,981 849,425 697,562
Adjustment to Non-PEO NEO Compensation Footnote

To calculate the amounts in the Average Compensation Actually Paid to Non-CEO NOEs columns in the table above, the following amounts were deducted from and added to "Total" compensation as reported in the Summary Compensation Table.

 

 

Year

 

Average Summary Compensation Table Total for Non-PEO NEOs ($)

 

Deduct Average Reported Value of Equity Awards for Non-PEO NEOs ($)(1)

 

Add Average Equity Award Adjustments for Non-PEO NEOs ($)(2)

 

Average Compensation Actually Paid to Non-PEO NEOs ($)

2023   692,169   (348,751)   1,088,210   1,431,628

2022

 

827,272

 

(287,499)

 

234,208

 

773,981

2021

 

970,380

 

(438,000)

 

317,045

 

849,425

2020

 

1,097,270

 

(533,438)

 

133,730

 

697,562

 

 

 

(1)

Represents the grant date fair value of the equity awards as reported in the "Stock Awards" column in the Summary Compensation Table for each applicable year.  

 

 

(2)

Represents the year-over-year change in the fair value of equity awards as itemized in the table below.  No awards vested in the year they were granted.

 

Fair Value of Equity Awards for Non-PEO NEOs

 

2023 ($)

   

2022 ($)

   

2021 ($)

   

2020 ($)

 

As of year-end for awards granted during the year

    518,642       247,069       610,500       645,938  

Year-over-year increase (decrease) of unvested awards granted in prior years

    166,934       5,375       (140,789 )     (236,509 )

Prior year-end value of awards forfeited during the year

    -       -       -       -  

Increase (decrease) from prior fiscal year-end for awards that vested during the year

    402,634       (18,236 )     (152,666 )     (275,699 )

Total Equity Award Adjustment

    1,088,210       234,208       317,045       133,730  

 

 

     
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid and Financial Performance

 

The graphs below compare the CAP for our current and former PEOs and the average CAP for the remaining NEOs, to our cumulative TSR and the cumulative TSR for the FTSE NAREIT Equity Shopping Centers Index ("FTSE" or "Index TSR"), in each case, for the fiscal years ended December 31, 2023, 2022 and 2021.  TSR amounts reported in graphs assume an initial fixed investment of $100 on January 1, 2021, and that all dividends, if any, were reinvested.  Graphs are also included comparing CAP for our current and former PEOs and the average CAP for the remaining NEOs to Net Income and NAREIT Funds From Operations per diluted share and OP Unit or ("FFO/sh"), our Company-selected measure.

 

 

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Compensation Actually Paid vs. Net Income
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Compensation Actually Paid vs. Company Selected Measure
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Tabular List, Table

Pay-for-Performance Alignment

 

The following table identifies the six most important financial measures used by our Compensation Committee to link the compensation actually paid ("CAP") to our CEO and other NEO's in 2023, calculated in accordance with SEC regulations, to our performance.  The role of each of these performance measures on our NEOs' compensation is discussed in greater detail in the CD&A.

 

Financial Performance Measures

 

FFO per Diluted Share and OP Unit

Same Store NOI Growth Percentage

General and Administrative as a Percentage of Revenue

Ratio of Net Debt to Pro Forma EBITDAre

ESG Objectives

 

  

 

     
Total Shareholder Return Amount $ 111 83 83 62
Peer Group Total Shareholder Return Amount 117 104 119 72
Net Income (Loss) $ 19,200,000 $ 35,300,000 $ 12,000,000 $ 6,000,000
Company Selected Measure Amount 0.88 1.03 0.86 0.83
Measure:: 1        
Pay vs Performance Disclosure        
Name FFO per Diluted Share and OP Unit      
Measure:: 2        
Pay vs Performance Disclosure        
Name Same Store NOI Growth Percentage      
Measure:: 3        
Pay vs Performance Disclosure        
Name General and Administrative as a Percentage of Revenue      
Measure:: 4        
Pay vs Performance Disclosure        
Name Ratio of Net Debt to Pro Forma EBITDAre      
Measure:: 5        
Pay vs Performance Disclosure        
Name ESG Objectives      
Deduct Reported Value of Equity Awards for Current PEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (800,000) $ (649,992) $ 0 $ 0
Deduct Reported Value of Equity Awards for Former PEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 (1,401,600) (1,707,000)
Add Equity Award Adjustments for Current PEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,649,930 541,800 0 0
Add Equity Award Adjustments for Former PEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 (3,445,661) 979,632 302,817
Current PEO As of year-end for awards granted during the year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,189,720 558,587    
Former PEO As of year-end for awards granted during the year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 1,953,600 2,067,000
Current PEO Year-over-year increase (decrease) of unvested awards granted in prior years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 386,147 13,800    
Former PEO Year-over-year increase (decrease) of unvested awards granted in prior years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 (445,497) (814,865)
Current PEO Prior year-end value of awards forfeited during the year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0    
Former PEO Prior year-end value of awards forfeited during the year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   (3,445,661) 0 0
Current PEO Increase (decrease) from prior fiscal year-end for awards that vested during the year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,074,063 (30,587)    
Former PEO Increase (decrease) from prior fiscal year-end for awards that vested during the year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 (528,471) (949,318)
Deduct Average Reported Value of Equity Awards for Non-PEO NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (348,751) (287,499) (438,000) (533,438)
Add Average Equity Award Adjustments for Non-PEO NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,088,210 234,208 317,045 133,730
NEO As of year-end for awards granted during the year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 518,642 247,069 610,500 645,938
NEO Year-over-year increase (decrease) of unvested awards granted in prior years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 166,934 5,375 (140,789) (236,509)
NEO Prior year-end value of awards forfeited during the year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
NEO Increase (decrease) from prior fiscal year-end for awards that vested during the year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 402,634 (18,236) (152,666) (275,699)
Mastandrea [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount 0 70,589 2,089,570 3,088,683
PEO Actually Paid Compensation Amount $ 0 $ (3,375,072) $ 1,667,602 $ 1,684,500