Michael Torres
About Michael A. Torres
Independent director since June 15, 2023 (age 64). Chief Executive Officer and portfolio manager of Adelante Capital Management; over 37 years in real estate and securities research. Prior roles include Director of Real Estate Research and portfolio manager at Wilshire Asset Management, where he created the Wilshire Real Estate Securities Index, an industry performance benchmark. Education: B.A. in Architecture and M.B.A., University of California, Berkeley; Audit Committee Financial Expert designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adelante Capital Management | Chief Executive Officer and Portfolio Manager | Joined Feb 1995 | Leads investment management; real estate securities expertise |
| Wilshire Asset Management | Director of Real Estate Research; Portfolio Manager | Prior to Feb 1995 | Created Wilshire Real Estate Securities Index benchmark |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Renova Therapeutics | Director | Not disclosed | Board service (company type not disclosed) |
| BEE Partners LP | Advisory Board Member | Not disclosed | Venture/advisory role |
| Blockchain Coinvestor | Advisory Board Member | Not disclosed | Advisory role |
| UC Berkeley Foundation | Emeritus Trustee | Not disclosed | Alumni foundation governance |
| Other public company boards | — | — | None |
Board Governance
- Independence: Affirmatively determined independent; 6 of 7 nominees are independent; Torres is designated an Audit Committee Financial Expert .
- Committees: Audit (member; ACFE) and Compensation (member); not a chair .
- Committee activity: Audit (5 meetings in 2024); Compensation (3 meetings in 2024) .
- Attendance: The Board met 6 times in 2024; each director attended more than 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting; Independent directors held 6 executive sessions .
- Ownership/Conduct policies: Minimum stock ownership for non‑employee directors equal to 5x annual cash retainer within 5 years of joining; prohibition on hedging, pledging, and margin lending using Company shares; limit of 4 other public boards .
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Annual cash retainer | $75,000 |
| Committee membership fees | $15,000 Audit; $15,000 Compensation; total $30,000 |
| Total cash fees earned | $105,000 |
| Equity award (restricted stock) | $125,009 fair value; 4,017 shares granted Dec 15, 2024 (grant-date price $31.12) |
Performance Compensation
Time‑vested director equity (no performance‑based director awards).
| Grant Date | Award Type | Shares | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Dec 15, 2024 | Restricted Stock | 4,017 | $125,009 | Vests Jan 1, 2026 (following 2025 Annual Service Period) |
Other Directorships & Interlocks
| Category | Current Status |
|---|---|
| Public company boards | None |
| Private/advisory boards | Renova Therapeutics (board); BEE Partners LP (advisory); Blockchain Coinvestor (advisory); UC Berkeley Foundation (Emeritus Trustee) |
| Potential interlocks/conflicts | None disclosed involving Torres; Company maintains review/approval processes for related person transactions and corporate opportunity waivers in charter |
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert; capital markets and REIT securities experience; index construction (Wilshire Real Estate Securities Index) .
- Industry experience: Extensive commercial real estate and securities research; investment management leadership .
- Education: B.A. (Architecture) and M.B.A., UC Berkeley .
Equity Ownership
| Holder | Total Beneficial Ownership | Breakdown | Ownership % of Outstanding |
|---|---|---|---|
| Michael A. Torres | 9,232 shares | 5,215 unrestricted shares; 4,017 restricted shares from 2024 grant | <1% |
Stock ownership guidelines for non‑employee directors: 5x annual cash retainer within five years of becoming a director (adopted Nov 10, 2022); compliance status for individual directors is not disclosed .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Company believes directors, officers, and 10% holders complied; two late Form 4s for Robert G. Gifford; no late filings attributed to Torres |
Compensation Committee Analysis (context for governance)
- Committee composition: Independent directors; current members include Robert G. Gifford (Chair), David M. Fields, Jeffrey A. Kivitz, and Michael A. Torres .
- Consultant: Ferguson Partners engaged; independence reviewed, no conflicts found .
- Peer benchmarking: Retail/mall REIT peers; list includes AKR, CTO, IVT, KRG, PECO, ROIC, SITC, SKT, MAC, UE (with adjustments over time) .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2024 | 99% |
| 2023 | 98% |
| 2022 | 98% |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and Compensation); ACFE designation enhances financial oversight; robust anti‑hedging/pledging policy; director stock ownership requirements; consistent high say‑on‑pay outcomes indicating shareholder support; full‑board and committee attendance thresholds met .
- Engagement signals: Participation in 2024 committee work (Audit 5 meetings; Compensation 3 meetings) and independent executive sessions (6) suggest active oversight .
- Related‑party/conflict check: No related‑party transactions disclosed involving Torres; Company maintains formal review/approval for related person transactions and a corporate opportunity waiver in the charter (note: general waiver applies; no specific conflict tied to Torres disclosed) .
- RED FLAGS: None disclosed for Torres. Watchpoints include general corporate opportunity waiver (industry‑standard but reduces duty to refrain) and large shareholder influences elsewhere on the board (e.g., Canyon affiliation via another director), though independence determinations were made and do not involve Torres .