Justin F. Meng
About Justin F. Meng
Justin F. Meng, age 46, has served as an independent director of FREVS since February 2016; he is nominated for a new three-year term expiring at the 2028 Annual Meeting . He brings 20+ years of investment experience across real estate, public markets, and alternative asset management, and is a CFA charter-holder . Meng is currently Senior Vice President and Head of Investor Relations at Prologis, Inc., responsible for buy-side/sell-side engagement and leading quarterly earnings processes; prior roles include co-founder/managing partner at V3 Capital Management (2011–2023), partner and head of REIT Research at High Rise Capital Management, and positions at J.P. Morgan Asset Management . He holds a BS in Mechanical Engineering from Brown University and an MS in Real Estate Development from New York University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| V3 Capital Management L.P. | Co-founder & Managing Partner | 2011–2023 | Led capital raising and investment management for REIT-focused partnerships |
| High Rise Capital Management | Partner & Head of REIT Research | Not disclosed | Led REIT research function |
| J.P. Morgan Asset Management | Real Estate & Fixed Income divisions | Not disclosed | Early career training across asset classes |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Prologis, Inc. | SVP, Head of Investor Relations | 2024–present | Manages buy-/sell-side relationships, leads quarterly earnings process, supports investor-focused strategies and communications |
Board Governance
- Independence: Meng is one of four directors designated “independent” under NASDAQ and SEC rules .
- Committee assignments: Member, Compensation Committee; not the chair (Chair: David F. McBride). Compensation Committee held one meeting in fiscal 2024 .
- Other committees: Not listed on Nominating or Audit Committees; those memberships are disclosed as McBride/Aslanian (Nominating) and Artinian/McBride/Aslanian (Audit) .
- Attendance: The Board met 14 times in fiscal 2024, and each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the June 27, 2024 Annual Meeting .
- Tenure & election: Director since February 2016; nominated for re-election to a three-year term through the 2028 Annual Meeting .
- Board leadership: No lead independent director; Chairman (Ronald J. Artinian) informally functions in that role per board leadership disclosure .
Fixed Compensation
| Component | Fiscal Year | Amount/Terms | Notes |
|---|---|---|---|
| Paid & Deferred Fees (Cash) – Meng | 2024 | $65,000 | Board/committee cash fees as disclosed for director compensation |
| Stock Awards (Equity in lieu of cash) – Meng | 2024 | $20,000 | 1,230 shares issued on Mar 22, 2024 at $16.25/share; fully paid/non-assessable upon issuance |
| Total Director Compensation – Meng | 2024 | $85,000 | Sum of cash fees and stock awards |
| Standard Director Program | 2025 | Cash annual retainer $60,000; Equity grant $20,000 (shares at $16.76 on Feb 21, 2025 = 1,193 shares) | Committee member retainer $2,500; Committee chair adders: Audit $15,000; Compensation $10,000; Chairman $30,000 |
Performance Compensation
| Grant Date | Shares Granted | Grant Basis/Fair Value | Vesting/Terms |
|---|---|---|---|
| Mar 9, 2023 | 1,290 | $15.50 closing price; $20,000 value | Shares issued in lieu of cash; fully paid/non-assessable |
| Mar 22, 2024 | 1,230 | $16.25 closing price; $20,000 value | Shares issued in lieu of cash; fully paid/non-assessable |
| Feb 20, 2025 | 1,193 | $16.76 closing price (Feb 21, 2025); $20,000 value | Shares issued in lieu of cash; fully paid/non-assessable |
- No option awards or non-equity incentive plan compensation disclosed for directors; equity grants are time-based and fully vested at issuance, with no performance metrics attached .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (past 5 years) | None; proxy states none of the directors served as directors of any company with securities registered under the Exchange Act or as an investment company director over the past five years |
| Private/non-profit boards | Not disclosed for Meng in proxy; no additional board roles listed beyond employment positions |
Expertise & Qualifications
- Real estate and capital markets: 20+ years across REIT investing, research, and asset management, including leadership of a REIT-focused investment firm .
- Investor relations leadership: Current SVP/Head of IR at Prologis, leading earnings processes and investor communications strategy .
- Credentials: CFA charter-holder; BS (Brown, Mechanical Engineering) and MS (NYU, Real Estate Development) .
Equity Ownership
| Owner | Beneficial Shares (A) | Acquirable in 60 Days (B) | Deemed Beneficial (A+B) | Percent of Class | Notes |
|---|---|---|---|---|---|
| Justin F. Meng | 71,663 | — | 71,663 | * (<1%) | Includes 2,400 shares held by spouse; Meng disclaims beneficial ownership of those shares |
| Shares Outstanding (as of May 20, 2025) | 7,471,344 | — | — | — | Basis for percent of class calculations |
- Pledging/hedging: No pledging disclosed for Meng; pledging is disclosed for other directors (e.g., Artinian 383,388 shares pledged; various Hekemian pledges) .
Governance Assessment
- Positives:
- Independent director serving on Compensation Committee; all committee members meet NASDAQ independence standards .
- Solid investor-facing and REIT investing background; CFA credential enhances financial oversight capability .
- Attendance: Board met 14 times; all directors met at least 75% attendance and attended the 2024 Annual Meeting, indicating engagement .
- Equity alignment via annual share grants in lieu of cash ($20k/year; fully vested), supporting alignment with shareholder outcomes .
- Risks/Red Flags (Board-level context):
- Externally managed structure with related-party management agreement (Hekemian & Co.), automatic renewals through Oct 31, 2025, and termination fee including 2.5x multiplier upon merger/acquisition; related-party oversight sits with Audit Committee, not Compensation Committee .
- No designated lead independent director; Chairman informally serves that role, which can dilute independent leadership clarity .
- Compensation Committee held only one meeting in fiscal 2024, which may indicate limited frequency of formal oversight sessions .
- Significant pledging by other directors (not Meng), which can present governance and alignment concerns at the board level .
Related Party Transactions (Context for Conflicts)
- Hekemian & Co. relationship: FREVS is externally managed by Hekemian & Co.; CEO Robert S. Hekemian, Jr. and director David B. Hekemian hold 33.3% interests and officer roles at Hekemian & Co.; the management agreement renews every two years and currently runs through Oct 31, 2025, with termination rights and fees including a 2.5x termination fee multiplier upon merger/acquisition .
- Oversight: Audit Committee chartered to evaluate related-party transactions; Code of Ethics addresses conflicts handling .
Director Compensation Structure Analysis
| Element | 2024 Actual (Meng) | 2025 Program (Standard) | Notes |
|---|---|---|---|
| Cash retainer | $65,000 | $60,000 | 2025 standard program specifies $60k retainer |
| Committee member fees | Included in “fees earned” | $2,500 per committee member | Meng is a Compensation Committee member (not chair) |
| Committee chair fees | N/A (Meng not chair) | Audit: $15,000; Compensation: $10,000; Chairman of Board: $30,000 | Chair adders disclosed |
| Equity (in lieu of cash) | $20,000; 1,230 shares @ $16.25 (Mar 22, 2024) | $20,000; 1,193 shares @ $16.76 (Feb 21, 2025 ref) | Fully vested upon issuance |
| Options/PSUs/Performance metrics | None disclosed | None disclosed | Director equity is time-based and in lieu of cash |
- Mix shift: Program continues to grant equity in lieu of cash ($20k), maintaining equity exposure; no options or performance-based units disclosed for directors .
- Discretionary adjustments: 2025 program holds pay levels; Board approved “no increases or adjustments” for executive officer comp and Chairman comp for FY2025 .
Compensation Committee Analysis
- Membership: David F. McBride (Chair), Justin F. Meng, Richard J. Aslanian; all NASDAQ-independent .
- Activity: Held one meeting during fiscal 2024 .
- Interlocks: None of the Compensation Committee members served as executive officers of FREVS during FY2024 or prior years .
- Consultant use: Not disclosed; committee references general review of compensation at other REITs with recognition of FREVS’s external management model .
Equity Ownership & Alignment Commentary
- Meng’s beneficial ownership is 71,663 shares (<1% of outstanding), including 2,400 shares held by spouse (disclaimed) . Annual equity grants in lieu of cash increase exposure but absolute ownership remains below 1% of the company .
- No pledging disclosed for Meng; contrasts with pledging by certain other directors, reducing alignment risk for Meng specifically .
Other Directorships & Interlocks
- The proxy affirms no public company board service for Meng (or other directors) in the past five years, limiting potential interlocks with competitors/customers/suppliers through public boards .
Governance Signals for Investors
- Independent, engaged Compensation Committee member with robust REIT investment and IR credentials — supportive for pay oversight and investor communications .
- External manager and family ties (Hekemian & Co.) present structural conflicts; investor confidence depends on Audit Committee rigor and board independence (Meng included) .
- Absence of a formal lead independent director and low Compensation Committee meeting frequency may be viewed negatively by governance-focused investors .
- Section 16 compliance noted for FY2024, indicating timely insider reporting across the board .