John Sweet
About John Sweet
John Sweet, age 80, is an independent director of City Office REIT, Inc. and Chairman of the Board since February 2023; he has served on the Board since March 2017. He brings 40+ years of financial and real estate experience, including founder and Chief Investment Officer of Physicians Realty Trust (DOC) from 2013–2016, Managing Director at BC Ziegler, and co-founder of Windrose Medical Properties Trust (IPO in 2002). He previously served on Wheeler REIT’s board (Chairman in 2018; departed May 2019) and was a board member and Audit Committee Chair of Live Oak Acquisition Corp (LOAK) in 2020; he holds a B.S. in business administration (St. John Fisher College) and an MBA (Rochester Institute of Technology) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Physicians Realty Trust (DOC) | Founder & Chief Investment Officer | 2013–2016 | Grew assets from ~$125M to ~$3B during tenure |
| BC Ziegler | Managing Director | Not disclosed | Sourced and managed medical office fund that became DOC’s initial portfolio |
| Windrose Medical Properties Trust | Co-founder; executive contributor | IPO in 2002 | Integral role in growth of a publicly traded medical office REIT |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wheeler Real Estate Investment Trust (WHLR) | Director; Chairman of the Board | Chairman in 2018; Director until May 2019 | Board leadership at a public REIT |
| Live Oak Acquisition Corp (LOAK; merged into DNMR) | Director; Audit Committee Chair | Jan–Dec 2020 | Led audit oversight at SPAC prior to merger into Danimer Scientific |
Board Governance
- Independence: One of five independent directors (83.3% of Board) under SEC and NYSE standards .
- Roles: Chairman of the Board (since Feb 2023); member of the Compensation Committee and Investment Committee .
- Attendance: All incumbent directors in 2024 attended at least 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee meeting cadence (2024): Audit (4), Compensation (3), Nominating & Corporate Governance (2), Investment (2); Board meetings (6) .
| Committee | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Board of Directors | Yes | Chairman | 6 |
| Compensation | Yes | No | 3 |
| Investment | Yes | No | 2 |
| Audit | No | — | 4 |
| Nominating & Corporate Governance | No | — | 2 |
Additional governance policies relevant to alignment and risk:
- Stock ownership policy: Independent directors must achieve ownership ≥3x total annual base compensation within 5 years of first election/appointment; hedging in company equity is prohibited .
- Insider Trading Policy: Pre-clearance and open-window requirements; policy filed with FY2024 Form 10-K .
- Clawback policy: Applies to NEOs under Rule 10D-1 (financial restatement recoupment) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual director retainer | 50,000 | Non-employee director cash fee |
| Chairman of the Board retainer | 20,000 | Additional annual cash retainer for Chairman |
| Committee chair retainers (for reference) | 15,000 (Audit), 10,000 (Comp/Nominating/Investment) | Sweet is not a committee chair |
| 2024 Fees earned (Sweet) | 70,000 | Reflects director retainer + Chairman retainer |
| Reimbursement | Reasonable out-of-pocket expenses | Travel and meeting attendance expenses |
| Pension benefits | None | Company does not provide director pension plans |
Performance Compensation
- Director equity structure: Time-based RSUs vesting ratably over 3 years; dividend equivalents accrue and are delivered upon vesting; no director stock options (company has not granted stock options since IPO) .
- Performance metrics: None for director equity; RSUs are time-based (performance RSUs apply to NEOs, not directors) .
| Equity Award | Grant Date | RSUs Granted | Grant-Date Fair Value ($) | Vesting | Dividend Equivalents Accrued (2024) | Unvested RSUs at 12/31/2024 |
|---|---|---|---|---|---|---|
| Annual Director RSU (Sweet) | Jan 24, 2024 | 10,778 | 65,317 | Ratable over 3 years | 1,243 | 11,407 (includes equivalents) |
| Prior Grant | Jan 24, 2023 | Not disclosed | Not disclosed | Ratable over 3 years | Not disclosed | 4,854 (includes equivalents) |
| Prior Grant | Jan 25, 2022 | Not disclosed | Not disclosed | Ratable over 3 years | Not disclosed | 2,083 (includes equivalents) |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Related-Party Notes |
|---|---|---|
| Wheeler REIT (WHLR) | Former Director; Chairman (2018) | No Item 404 related party relationships disclosed for comp committee members (Sweet is a member) |
| Live Oak Acquisition Corp (LOAK) | Former Director; Audit Chair (2020) | SPAC merged into DNMR; no Item 404 relationships disclosed |
- Compensation Committee interlocks: Company discloses no officer/employee status for members and no relationships requiring disclosure under Item 404 (Sweet is a member) .
Expertise & Qualifications
- Financial and real estate leadership: 40+ years including REIT founding, portfolio scale-up from ~$125M to ~$3B (DOC) .
- Board oversight: Prior Chairmanship (WHLR), Audit Committee chair experience (LOAK) .
- Education: B.S. in business administration (St. John Fisher College); MBA (Rochester Institute of Technology) .
- CIO Board leadership: Chairman since Feb 2023 .
Equity Ownership
| As-of Date | Shares Owned | % of Shares Outstanding | Shares Outstanding |
|---|---|---|---|
| Feb 20, 2025 | 63,015 | <1% | 40,358,240 |
- Stock ownership guidelines: Independent directors must reach ≥3x total annual base compensation in common stock within five years (compliance status for Sweet not disclosed) .
- Hedging policy: Prohibits hedging company equity .
- Pledging: No pledging disclosure specific to directors found in proxy .
Say-on-Pay & Shareholder Feedback
| Vote Type | 2023 Votes For | 2023 Votes Against | 2023 Abstentions | 2023 Broker Non-Votes | 2024 Votes For | 2024 Votes Against | 2024 Abstentions | 2024 Broker Non-Votes |
|---|---|---|---|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | 25,555,098 | 1,326,987 | 195,789 | 5,333,386 | 26,790,145 | 560,403 | 112,346 | 5,274,922 |
| Director Election – John Sweet | 2023 Votes For | 2023 Votes Against | 2023 Abstentions | 2023 Broker Non-Votes | 2024 Votes For | 2024 Votes Against | 2024 Abstentions | 2024 Broker Non-Votes |
|---|---|---|---|---|---|---|---|---|
| Election Results | 26,419,911 | 589,889 | 68,074 | 5,333,386 | 26,776,707 | 656,704 | 29,484 | 5,274,921 |
- Say-on-frequency: In 2020, stockholders supported annual say-on-pay with ~85% of votes; Board maintains annual advisory votes .
Governance Assessment
-
Strengths:
- Independent Chairman with deep REIT operational and board oversight expertise; member of Compensation and Investment Committees (alignment and capital allocation governance) .
- Board independence (83.3% independent) and established governance policies: stock ownership requirements for independent directors, hedging prohibition, annual Board elections, resignation policy, clawback for NEOs .
- Attendance and engagement: ≥75% attendance threshold met in 2024; directors attended the Annual Meeting .
- Director equity is time-based RSUs with multi-year vesting and dividend equivalents, supporting long-term alignment .
-
Watch items / RED FLAGS:
- Compensation Committee did not retain an independent compensation consultant in 2024, which may reduce external benchmarking rigor for pay decisions .
- No disclosure on pledging policy compliance or any share pledges; absence of pledging detail warrants monitoring, though hedging is prohibited .
- Ownership guideline compliance status for Sweet is not disclosed; policy requires achievement within five years but individual compliance reporting is not specified in the proxy .
-
Overall implication: Sweet’s Chair role and committee assignments position him to influence compensation governance and capital deployment. Attendance and alignment mechanisms are adequate, but lack of external comp consulting and limited transparency on director ownership compliance/pledging are areas for investor monitoring .