Dennis J. McGillicuddy
About Dennis J. McGillicuddy
Dennis J. McGillicuddy is an independent director of Franklin Street Properties (FSP), serving on the Board since 2002. He holds a B.A. and a J.D. from the University of Florida and co‑founded Coaxial Communications, a cable television company that sold its systems in 1998–1999. His core credentials emphasized by FSP are entrepreneurial and investment acumen. He is 83 years old.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coaxial Communications | Co‑Founder | Founded 1968; systems sold 1998–1999 | Entrepreneurial operator; liquidity event via asset sales |
| Private Investor | Retired private investor | Current principal occupation as disclosed | Investment acumen |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Florida Studio Theater | President, Board of Trustees | Current | Non‑profit, professional theater organization |
| All‑Star Children’s Foundation | Director | Current | Non‑profit focused on foster care |
Board Governance
- Independence: Board determined McGillicuddy (and other non‑management directors) to be independent under NYSE American rules .
- Committee assignments: Member, Audit Committee (Chair: John N. Burke). Not listed on Compensation or Nominating & Corporate Governance Committees .
- Attendance and engagement: Each director attended >75% of Board and applicable committee meetings in 2024; the Board held seven meetings in 2024. All directors then serving attended the 2024 Annual Meeting .
- Board structure: Combined Chair/CEO role (George J. Carter) with a Lead Independent Director (Georgia Murray) providing independent oversight .
Fixed Compensation (Non‑Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $30,000 | Program level adopted in May 2024 to reduce G&A; replaced $56,250 prior level . |
| Additional Cash Retainer – Lead Independent Director | $7,500 | Program level from May 2024 . |
| Additional Cash Retainer – Audit Chair | $7,500 | Program level from May 2024 . |
| Additional Cash Retainer – Compensation Chair | $5,000 | Program level from May 2024 . |
| Additional Cash Retainer – Nominating & Corporate Governance Chair | $5,000 | Program level established May 2024 . |
2024 actual non‑employee director compensation (McGillicuddy):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Dennis J. McGillicuddy | $36,563 | $45,000 | $81,563 |
Program change rationale: Cuts to cash retainers and annual stock grant (from $56,250 to $45,000) “to reduce general and administrative expenses” given macro headwinds affecting operations and stock performance .
Performance Compensation (Directors)
- Annual equity: Grant of FSP common stock with grant‑date fair value of $45,000; fair value based on closing price on the grant date (tenth business day following the Annual Meeting) .
- Performance metrics: None disclosed for director compensation (no options or performance‑conditioned awards to directors in 2024) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (proxy nominee summary lists “Other Public Co. Boards: –” for McGillicuddy) . |
| Compensation Committee interlocks | 2024 Compensation Committee members were Murray, O’Neil (through 2024 AGM), Burke, and Hansen; no interlocks with FSP executives reported . |
Expertise & Qualifications
- FSP‑identified qualifications: Entrepreneurial and investment acumen and experience .
- Education: B.A. and J.D., University of Florida .
- Industry/operating experience: Cable TV founder/operator with exit via sales in 1998–1999 .
- Board experience: Long‑tenured FSP director (since 2002) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 3,558,964 | As of March 4, 2025 . |
| % of shares outstanding | 3.44% | Based on 103,566,715 shares outstanding . |
| Breakdown | 3,446,136 shares held by McGillicuddy Investments LP III (MILP III); 8,946 in trusts for grandchildren (spouse as trustee); 14,091 held by spouse; 89,791 held by McGillicuddy | He disclaims beneficial ownership of spouse/trust/MILP III shares; has shared dispositive and no voting power over MILP III shares . |
| Pledged/encumbered shares | 2,860,227 shares placed in a broker’s margin/line of credit account | Potential forced‑sale risk if collateral calls occur . |
| Options outstanding | None (FSP disclosed no outstanding stock options or other securities exercisable/convertible into common stock) . | |
| Ownership guidelines | Non‑employee directors must own shares valued at 5× the cash portion of the annual cash retainer; all non‑employee directors were in compliance as of Feb 1, 2025 . | |
| Anti‑hedging | Company prohibits short sales and purchases/sales of puts or calls involving FSP securities by directors (among others) . |
Governance Assessment
- Strengths:
- Independent director with Audit Committee membership, providing financial oversight alongside an audit chair who is an SEC‑defined financial expert .
- High engagement: Board indicates each director exceeded 75% attendance in 2024 and attended the 2024 Annual Meeting .
- Director pay reset downward (cash and equity) in 2024 to conserve G&A amid macro headwinds—signals cost discipline and alignment with shareholders .
- Compliance with robust stock ownership guideline (5× cash retainer) confirmed for all non‑employee directors as of Feb 1, 2025 .
- Risks / RED FLAGS:
- Significant share pledge: 2,860,227 pledged shares in a margin/line of credit account; pledging can create overhang/forced‑sale risk under market stress .
- Concentrated insider ownership: As a 3.44% holder, McGillicuddy is among the largest individual holders; while Board classifies him as independent, investors should monitor potential influence and any related person matters (none disclosed specific to him) .
- Other observations:
- No current public company directorships or disclosed compensation committee interlocks involving McGillicuddy, reducing interlock concerns .
- Company prohibits hedging, supporting alignment (but no explicit anti‑pledging policy disclosure; pledge disclosure underscores residual risk) .