John N. Burke
About John N. Burke
Independent director (age 63) serving since 2004; Chair of the Audit Committee since 2004. A certified public accountant with 35+ years in public accounting focused on real estate/REITs; Managing Director of BA, Inc. since 2003; previously Audit Partner at BDO USA LLP (Boston). Education: M.S. in Taxation; undergraduate accounting at Bentley University. Designated by the Board as the Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BA, Inc. | Managing Director (founder/owner) | 2003–present | Advises on financial reporting, accounting systems, internal controls, audit matters |
| BDO USA LLP (Boston) | Audit Partner | Before 2003 | Led audits; public offering advisory; private equity/debt financings; M&A transactions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | Not disclosed | Professional standards adherence |
| Massachusetts Society of CPAs | Member | Not disclosed | Professional practice and ethics |
| Other public company boards | None | — | — |
Board Governance
- Independence: The Board determined Burke is independent under NYSE American rules.
- Audit Committee Financial Expert: Board designated Burke as the audit committee financial expert.
- Attendance and engagement: Each director attended >75% of Board and committee meetings in 2024; Board met 7 times; Audit (5), Compensation (2), Nominating & Corporate Governance (3). Each director then serving attended the 2024 Annual Meeting.
- Lead Independent Director: Georgia Murray; executive sessions permitted for independent directors (at least annually).
| Committee | Role | Financial Expert Status | Meetings in 2024 |
|---|---|---|---|
| Audit | Chair; member alongside McGillicuddy, Hoxsie, Murray, Schanzer, Wilkins | Yes (Burke) | 5 |
| Compensation | Member (Chair: Wilkins; members: Burke, Murray) | N/A | 2 |
| Nominating & Corporate Governance | Member (Chair: Hoxsie; members: Burke, Hansen) | N/A | 3 |
Governance practices relevant to Board effectiveness:
- Clawback policy compliant with NYSE American; Compensation Committee oversees clawbacks.
- Anti-hedging policy prohibiting short sales and puts/calls for directors/officers/employees.
- Shareholder engagement added a shareholder-recommended director (Board expanded then reduced); refreshment in 2024–2025 cycle.
Fixed Compensation
Program terms as of May 2024 (non-employee directors):
| Component | Amount |
|---|---|
| Annual Cash Retainer | $30,000 |
| Additional Cash Retainer – Lead Independent Director | $7,500 |
| Additional Cash Retainer – Chair of Audit Committee | $7,500 |
| Additional Cash Retainer – Chair of Compensation Committee | $5,000 |
| Additional Cash Retainer – Chair of Nominating & Corporate Governance | $5,000 |
| Annual Grant of FSP Common Stock (grant-date fair value) | $45,000; closing price on the 10th business day following the Annual Meeting |
Actual 2024 director compensation (Burke):
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards | Non-Equity Incentive | All Other | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | $45,938 | $45,000 | N/A | N/A | N/A | $90,938 |
Notes:
- The Board reduced director cash retainer and chair fees and permanently reduced equity grant to cut G&A amid office-REIT headwinds.
- Annual/Additional cash retainers paid quarterly; expenses reimbursed.
Performance Compensation
| Element | Terms |
|---|---|
| Annual equity grant (Common Stock) | $45,000 grant-date fair value; grant occurs on the 10th business day after the Annual Meeting; no options granted to directors in 2024 |
| Clawbacks | Company has a clawback policy; Compensation Committee authorized to implement/oversee |
| Hedging/Pledging | Hedging and short sales prohibited by policy |
No director PSUs/RSUs/options are disclosed; director equity is an annual common stock grant, not performance-conditioned.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Burke |
| Compensation Committee interlocks | None disclosed; no reciprocal executive overlaps at other companies in 2024 |
Expertise & Qualifications
- CPA with deep REIT/real estate audit experience; specialization in financial reporting, internal controls, and audit matters.
- Advisory roles spanning public offerings, private equity/debt financings, and M&A; strong transaction oversight capability.
- M.S. in Taxation; Bentley University accounting studies; professional memberships (AICPA; Massachusetts Society of CPAs).
- Designated Audit Committee Financial Expert; aligns with Audit chair responsibilities.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Guidelines Compliance | Pledged Shares |
|---|---|---|---|---|
| John N. Burke | 122,600 | ≈0.12% (122,600 / 103,566,715) | Directors must own ≥5× cash retainer; all non-employee directors compliant as of Feb 1, 2025 | None disclosed for Burke (pledging note disclosed for McGillicuddy; not for Burke) |
Stock ownership framework:
- Director stock ownership guideline: 5× cash retainer; measurement uses greater of cost basis or prior-year average closing price.
Governance Assessment
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Strengths:
- Independence and technical depth: Burke is independent and the Audit Committee financial expert, enhancing financial oversight quality.
- Active committee service: Chairs Audit; serves on Compensation and Nominating & Governance, supporting cross-committee risk oversight continuity.
- Engagement and attendance: Consistent participation (>75%) and full slate of meetings (Board/committees) in 2024; attended Annual Meeting.
- Alignment signals: Reduced director pay and equity grant in 2024 to cut G&A given macro headwinds; robust anti-hedging policy; clawback framework.
- Shareholder responsiveness: Addition of shareholder-recommended director and Board refreshment indicate openness to investor input.
-
Watch items / potential concerns:
- Tenure: Service since 2004; long tenure can raise refreshment questions, though Board undertook refreshment actions in 2024–2025.
- Leadership structure: Combined Chair/CEO role persists; mitigated by Lead Independent Director and executive sessions but remains a governance debate.
- Family relationships in management: CEO’s sons are senior executives; while not implicating Burke directly, Audit Committee (chaired by Burke) oversees related-party policy; transparency noted.
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Overall: Burke’s independence, audit expertise, and committee leadership support board effectiveness and investor confidence. Compensation moderation, ownership guidelines, and anti-hedging/clawback policies enhance alignment; monitoring of board refreshment and leadership structure remains prudent.