T. Patrick Duncan
About T. Patrick Duncan
T. Patrick Duncan, age 76, is an independent director of CIM Real Estate Finance Trust, Inc. (CMRF) and has served on the board since September 2015 . He currently chairs the Nominating and Corporate Governance Committee and serves on the Audit, Compensation, and Investment Risk Management Committees; he was Compensation Committee chair through February 2024 and previously served as non-executive board chair (2015–2018) . Mr. Duncan attended 100% of board and relevant committee meetings in 2024 and is designated an “audit committee financial expert” by the board . A former CEO of USAA Real Estate (Affinius Capital) with a degree from the University of Arizona, he is a Certified Public Accountant, a Certified Commercial Investment Member (CCIM), and held a Texas Real Estate Broker’s License .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USAA Real Estate Company (now Affinius Capital) | Chief Executive Officer; earlier SVP, Real Estate Operations | CEO Jan 2005–May 2013; with company 1986–2013 | Oversaw acquisitions, sales, co-investments, build-to-suits, development, capital markets, management and leasing |
| USAA Real Estate Company Board | Vice Chairman; Director | May 2013–Dec 2015 | Continued governance involvement post-CEO tenure |
| United Lender Services (USAA company) | Director | May 2013–Dec 2015 | Board oversight |
| Trammell Crow Company | Financial Partner | Pre-1986 | Financial leadership in real estate operations |
| Deloitte & Touche LLP | Manager | Pre-Trammell Crow | Public accounting and audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIM Income NAV, Inc. (CINAV) | Director | Aug 2013–Sep 2015 | Board service prior to merger with CMRF |
| Meridian Industrial Trust (NYSE-listed REIT) | Director | 1994–1998 | Public REIT board experience |
| American Industrial Properties REIT (NYSE-listed) | Director | 1996–2001 | Public REIT board experience |
| Square Mile Capital Management, LLC | Director | 2012–2014 | Governance at diversified real estate investment firm |
| Texas Research & Technology Foundation | Director | n/d | Non-profit board experience |
| Association of Foreign Investors in Real Estate (AFIRE) | Director | n/d | Industry group leadership |
Board Governance
- Independence and role: Independent director; currently chairs Nominating & Corporate Governance, and serves on Audit, Compensation, and Investment Risk Management Committees; former Compensation Chair (to Feb-2024) and non-executive Chair (2015–2018) .
- Attendance: Board held five meetings in 2024; all directors (including Mr. Duncan) attended all board and committee meetings .
- Audit committee financial expert: Board designated Mr. Duncan as an “audit committee financial expert” .
- Lead independent director: Company does not have a lead independent director; independent directors chair Audit, Compensation, and Nominating committees .
- Investment Risk Management Committee activity: No transactions required IRM Committee review in 2024; the committee did not meet .
- Annual elections: Directors are elected annually by stockholders .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (through first three quarters of 2024) | $80,000 | Paid quarterly in arrears; increased after benchmarking review |
| Annual Board Retainer (beginning Q4 2024) | $100,000 | Approved Dec 2024 following independent compensation consultant benchmarking |
| Audit Committee Chair | $20,000 | Chair fee (not applicable to Mr. Duncan in 2024) |
| Audit Committee Member (non-chair) | $10,000 | Applicable to Mr. Duncan starting Feb 2024 |
| Compensation Committee Chair | $15,000 | Mr. Duncan served as chair until Feb 2024 |
| Compensation Committee Member (non-chair) | $5,000 | Applicable to Mr. Duncan after Feb 2024 |
| Nominating & Corporate Governance Committee Chair | $15,000 | Applicable to Mr. Duncan |
| Investment Risk Management Committee Member | $5,000 | Applicable to Mr. Duncan |
| Fees Earned or Paid in Cash (2024) – T.P. Duncan | $120,000 | Reported cash fees for 2024 |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Oct 1, 2024 | Restricted Shares (Directors’ annual equity) | ≈13,136 | $80,000 | Vests on Oct 1, 2025; time-based, continued service required |
| Jan 2025 (True-up) | Restricted Shares (Directors’ annual equity) | n/d | $20,000 | True-up to reflect increase of annual equity award from $80k to $100k |
- Equity valuation basis: Grant-date fair value calculated using estimated NAV per share; NAV used for October 2024 awards was $6.09 .
- Compensation mix (reported 2024): Cash $120,000; stock awards $80,000; total $200,000 .
- No performance metrics: Director equity awards are time-based (service-vesting) restricted stock; no performance condition is disclosed for director equity .
Other Directorships & Interlocks
| Company | Type | Role | Tenure / Notes |
|---|---|---|---|
| CIM Income NAV, Inc. (CINAV) | Public (non-traded REIT) | Director | Aug 2013–Sep 2015; affiliate in CMRF’s ecosystem prior to merger |
| Meridian Industrial Trust | Public REIT (NYSE) | Director | 1994–1998 |
| American Industrial Properties REIT | Public REIT (NYSE) | Director | 1996–2001 |
| Square Mile Capital Management | Private real estate investment firm | Director | 2012–2014 |
Expertise & Qualifications
- Financial and accounting expertise; designated audit committee financial expert .
- 27 years at USAA Real Estate (Affinius Capital), including CEO 2005–2013, with deep experience across acquisitions, capital markets, and portfolio operations .
- Credentials: CPA; CCIM; Texas Real Estate Broker’s License (held) .
- Education: University of Arizona (degree) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| T. Patrick Duncan | 60,808 | <1% | Includes 16,420.36 restricted shares issued under the 2022 Equity Plan |
- Shares outstanding as of record date (context): 437,359,550 .
- Hedging/pledging: Any hedging or pledging of Company securities requires pre-approval under the Company’s Code of Business Conduct and Ethics and insider trading policy; no pledging by Mr. Duncan is disclosed .
Governance Assessment
-
Strengths
- Independent, long-tenured director with 100% board and committee attendance in 2024, enhancing board reliability and oversight continuity .
- Deep real estate, finance, and accounting background; designated audit committee financial expert; chairs Nominating & Corporate Governance Committee, signaling strong governance focus .
- Director compensation aligned with shareholders via annual restricted stock awards (time-based), now increased to $100k annually, balancing cash and equity .
- Use of independent compensation consultant (Ferguson Partners) to benchmark director compensation supports independence of pay-setting .
-
Risk factors / potential red flags
- No lead independent director; combined CEO/Chair structure persists, increasing reliance on committee chairs for independent oversight .
- Externally managed structure with significant related-party arrangements and substantial manager fees ($39.3 million management fees plus $12.0 million reimbursements in 2024); termination fee equals 3x average annual management and incentive fees—an entrenchment risk requiring rigorous audit/governance oversight .
- Extensive affiliate transactions and co-investments (e.g., development/property management agreements with affiliates; multiple affiliate-linked loan and JV transactions), elevating conflict-of-interest risk—mitigated by audit committee pre-approval requirements and conflict-resolution procedures that Mr. Duncan helps oversee .
- Investment Risk Management Committee (on which he serves) did not meet in 2024, reflecting limited activity under guidelines; continued monitoring of this committee’s engagement is warranted .