Ronald J. Artinian
About Ronald J. Artinian
Ronald J. Artinian, age 76, has served on FREIT’s board since 1992 and has been Chairman of the Board since April 2018. He worked 26 years in financial services, including senior leadership roles at Smith Barney, and holds a BA in English and an MBA from the University of Pennsylvania (Wharton). He is nominated for a new three-year term (through the 2028 annual meeting) under a board retirement-age waiver applicable to certain long-tenured trustees of FREIT’s predecessor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith Barney, Inc. | Executive Vice President; Managing Director; National Sales Manager | 1989–Jan 1998 | Senior commercial leadership in financial services |
| Private Investor | Investor | 1998–present | Business experience in finance and investments |
| The Reserve (money market fund) | Director; Lead Independent Director | Joined 2007; Lead Independent Director Mar 2009–Dec 2016 | Governance oversight of fund complex |
External Roles
- Public company boards (last 5 years): None; FREIT discloses that no director served as a director of a company with registered securities in the last five years .
- Notable non-profit/academic/industry roles: Not disclosed for Mr. Artinian (biography lists The Reserve role outside the last five-year lookback) .
Board Governance
- Roles: Chairman of the Board; Director; Audit Committee Chair .
- Independence: Classified as an independent director under NASDAQ and SEC rules .
- Lead Independent Director: Board does not designate one; notes Mr. Artinian effectively functions as “lead” independent via his Chairman role .
- Attendance and engagement:
- Board met 14 times in FY2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee met 4 times in FY2024 .
- Audit Committee Financial Expert: None of the Audit Committee members (including the Chair, Mr. Artinian) meet the SEC definition; FREIT’s CFO meets the definition but is not independent and is not a director .
- Committees & membership:
- Audit Committee: Chair (Artinian); members McBride, Aslanian .
- Compensation Committee: McBride (Chair), Meng, Aslanian; Artinian not a member .
- Nominating Committee: McBride, Aslanian; Artinian not a member .
- Cybersecurity and risk oversight: Audit Committee oversees cybersecurity strategy and risk management reporting to the full Board .
Fixed Compensation
| Component | FY2024 Amount (Cash) | FY2025 Structure (Cash) | Notes |
|---|---|---|---|
| Annual Director Retainer | $60,000 | $60,000 | Paid to each director |
| Chairman of the Board Retainer | $30,000 | $30,000 | Additional cash for Board Chair |
| Audit Committee Chair Retainer | $15,000 | $15,000 | Additional cash for Audit Chair |
| Committee Membership Retainer | $2,500 per committee | $2,500 per committee | Applies to Nominating, Audit, Compensation |
| FY2024 Fees Earned (Director table) | $77,500 (excludes $30,000 Chair cash) | — | $77,500 comprises $60,000 + $15,000 + $2,500; plus $30,000 Chair cash paid separately |
| FY2024 Total Cash (incl. Chair cash) | $107,500 (derived from above) | — | Derived from $77,500 + $30,000 |
Performance Compensation
| Grant Year | Grant Date | Shares Granted | Grant Basis (Closing Price) | Grant Value | Vesting | Instrument |
|---|---|---|---|---|---|---|
| 2023 | Mar 9, 2023 | 1,290 | $15.50/sh | $20,000 | Fully vested on grant | Common Stock via Equity Incentive Plan |
| 2024 | Mar 22, 2024 | 1,230 | $16.25/sh | $20,000 | Fully vested on grant | Common Stock via Equity Incentive Plan |
| 2025 | Feb 20, 2025 (priced Feb 21, 2025) | 1,193 | $16.76/sh | $20,000 | Fully vested on grant | Common Stock via Equity Incentive Plan |
- Options: No outstanding options under the Equity Incentive Plan; prior options program wound down, last unexercised 3,640 options expired Sep 4, 2024 .
- FY2024 equity award: Reported for each director as $20,000 stock grant (1,230 shares) .
Other Directorships & Interlocks
| Entity | Nature | Mr. Artinian’s Role/Interest | Potential Conflict Vector |
|---|---|---|---|
| Westwood Hills, LLC | FREIT 40% JV ownership; Hekemian & Co. manages | Part of aggregate 35% beneficial membership interests alongside executives/directors; FREIT managing member; Hekemian & Co. managing agent | Overlapping economic interest with FREIT-managed JV; management fees paid to Hekemian & Co. ($274k FY2024) |
| The Reserve (money market fund) | Fund complex | Lead Independent Director (2009–2016) | Historical governance experience; outside five-year public-company window |
- Public company boards (last five years): None, per proxy .
Expertise & Qualifications
- Financial services leadership: EVP/MD/National Sales Manager at Smith Barney (1989–1998) .
- Governance credentials: Lead independent director at The Reserve (2009–2016) .
- Education: BA, English (University of Pennsylvania); MBA (Wharton) .
- Audit oversight: Chairs Audit Committee; Board states Audit Committee members are capable in GAAP, internal controls, and audit functions, though not SEC-defined “Financial Experts” .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (A) | 547,580 | Includes IRA shares and family holdings/disclaimers |
| Shares acquirable within 60 days (B) | — | None indicated |
| Aggregate deemed beneficial (A+B) | 547,580 | As reported |
| Percent of class | 7.3% | Based on 7,471,344 shares outstanding |
| IRA holdings (included) | 52,504 | Included in A |
| Son’s holdings (disclaimed) | 4,550 | Mr. Artinian disclaims beneficial ownership |
| Shares pledged as collateral | 383,388 | Pledged with two banks to secure personal indebtedness (RED FLAG) |
| 2025 director stock award | 1,193 | Issued Feb 20, 2025 under Equity Incentive Plan; fully vested |
| 2024 director stock award | 1,230 | Issued Mar 22, 2024 under Equity Incentive Plan; fully vested |
Fixed Compensation (Director Compensation Detail FY2024)
| Component | Amount |
|---|---|
| Fees earned (cash; excluding Chair cash) | $77,500 |
| Stock awards | $20,000 |
| Subtotal reported in Director table | $97,500 |
| Additional Chair of Board retainer (cash) | $30,000 (not included in subtotal) |
| Total cash+equity including Chair cash | $127,500 (derived from above) |
Performance Compensation (Metrics and Structure)
- Performance metrics tied to director pay: None disclosed; director equity awards are fixed-value stock grants, fully vested on grant, not performance-conditioned .
- Clawback: FREIT adopted an executive incentive compensation clawback (restatement-triggered); no director-specific clawback disclosed .
Insider Trades and Section 16 Compliance
| Item | FY2024 Status |
|---|---|
| Section 16 filings (Forms 3/4/5) | FREIT believes all directors (including Mr. Artinian) complied with Section 16(a) filing requirements in FY2024 |
Note: Proxy does not list individual Form 4 transactions; only compliance status is disclosed .
Governance Assessment
- Alignment: High ownership (7.3% of shares outstanding) supports skin-in-the-game; recurring equity grants to directors further align interests .
- RED FLAG—Pledging: Mr. Artinian has pledged 383,388 shares as collateral for personal indebtedness, which can create forced-sale risk and misalignment during stress; FREIT bans hedging but does not disclose a pledging prohibition .
- Independence vs interlocks: Classified independent, but holds economic interests in Westwood Hills LLC alongside executives and directors while FREIT and Hekemian & Co. manage the asset—introduces related-party exposure and potential conflicts that require robust committee oversight and recusal protocols .
- Audit oversight quality: Chairs Audit Committee, but the committee lacks an SEC-defined Financial Expert; Board relies on capability claims and CFO certifications—this is a governance weakness, particularly for a REIT with significant related-party transactions .
- Attendance and engagement: Board met 14 times; each director met at least 75% attendance; Audit Committee met four times; all directors attended the annual meeting—adequate engagement signal .
- Compensation mix: Director pay is predominantly fixed cash (annual and chair/chair-committee retainers) with a fixed-value stock grant ($20,000); FY2024 total for Mr. Artinian was $127,500 (cash+equity), with equity ~16%—moderate alignment but not heavily performance-oriented .
- Retirement policy: Board waived mandatory retirement age based on predecessor trustee status to re-nominate Mr. Artinian at age 76, extending experienced leadership but also signaling reliance on exceptions; succession planning should be monitored .
- Shareholder feedback: Say-on-pay (executive comp) approved at ~74.6% in 2023; constructive but not overwhelming support—context for broader governance sentiment .
Additional Notes on Related-Party Transactions (Context for Conflicts)
- FREIT is externally managed by Hekemian & Co., controlled by executives/directors; management agreement includes fees, commissions, and termination provisions; substantial FY2024 payments and commissions were made to Hekemian & Co. .
- FREIT’s JVs (Westwood Hills, Wayne PSC) pay Hekemian & Co. management fees; Mr. Artinian’s aggregate JV interests increase complexity and demand heightened Audit and Nominating oversight for independence and recusal .
Overall: High ownership and active chairmanship support board influence, but pledging of shares and absence of an SEC-defined Financial Expert on the Audit Committee are notable governance risks. The external manager structure and JV interlocks require disciplined committee processes to mitigate conflicts and preserve investor confidence .