Milton P. Wilkins, Jr.
About Milton P. Wilkins, Jr.
Milton P. Wilkins, Jr. (age 77) has served as an independent director of Franklin Street Properties Corp. since 2022. He is Chair of the Compensation Committee and, per the committee roster, also serves on the Audit Committee. He holds an MBA from Harvard Business School and a BA from Morehouse College, with a career spanning investment advisory, institutional consulting, and corporate development roles at Monsanto.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBF Wealth Advisors (St. Louis) | Investment Advisor | 1997–2024 | Senior advisory to private clients |
| Hammond Associates/Mercer Investment Consulting | Senior Investment Consultant (institutional clients) | 2003–2015 | Institutional advisory; portfolio oversight |
| Monsanto Corporation | VP Corporate Development (M&A); VP Plant Sciences Division; Regional Director Latin America | 1976–1986; 1989–1997 | Corporate strategy, M&A execution, regional operations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| St. Louis County Employees Retirement Board (pension plan) | Chairman | Current | Oversees public pension governance/investment |
| Archdiocese of St. Louis | Investment Committee Member | Current | Institutional investment oversight |
| Nine PBS (St. Louis) | Board Director | Current | Public television non-profit governance |
Board Governance
- Independence: The Board determined Mr. Wilkins is independent under NYSE American rules.
- Committee assignments: Chair, Compensation Committee; member, Audit Committee; not listed on Nominating & Corporate Governance.
- Attendance and engagement: Board held seven meetings in 2024; each director attended >75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Committee activity levels (2024): Audit met 5 times; Compensation met 2 times; Nominating & Corporate Governance met 3 times.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 2 |
| Audit | Member | 5 |
| Nominating & Corporate Governance | Not a member | 3 |
- Current leadership structure: Combined Chair/CEO (George J. Carter) with a long-tenured Lead Independent Director (Georgia Murray) responsible for independent director sessions and liaison duties.
Fixed Compensation
- In May 2024, the Board cut non-employee director pay: annual cash retainer reduced to $30,000 (from $56,250); Lead Independent Director additional retainer to $7,500; Audit Chair to $7,500; Compensation Chair to $5,000; new Nominating Chair retainer $5,000; annual common stock grant permanently reduced to $45,000. Rationale: G&A reduction amid negative macro impacts on office REITs and FSP performance.
- Program details: Cash retainers paid quarterly; stock grant fair value equals closing price on grant date (10th business day post-Annual Meeting).
| Item | FY 2024 Amount |
|---|---|
| Annual Cash Retainer (non-employee directors) | $30,000 |
| Additional Cash Retainer – Compensation Committee Chair | $5,000 |
| Annual Grant of FSP Common Stock (fair value) | $45,000 |
| Milton P. Wilkins, Jr. – FY 2024 Director Compensation | FY 2024 |
|---|---|
| Fees earned or paid in cash ($) | $36,563 |
| Stock awards ($) – grant date fair value | $45,000 |
| Total ($) | $81,563 |
Performance Compensation
- Directors do not receive options, PSUs, or formulaic performance-based incentives; annual equity is a fixed-value common stock grant.
- Clawback policy applicable to executive compensation; Compensation Committee has authority to implement/revise compensatory recovery policies.
| Metric/Instrument | Structure | Vesting/Timing | Performance Linkage |
|---|---|---|---|
| Annual Common Stock Grant | $45,000 fair value | Granted on 10th business day after Annual Meeting | None (fixed grant) |
| Options/PSUs/Meeting fees | Not offered to directors | N/A | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None listed for Mr. Wilkins (director table shows “-”) |
| Compensation Committee interlocks | None disclosed for FSP during FY 2024; members were independent directors, and no FSP executive served on another entity’s comp committee with overlapping FSP executives/directors. |
Expertise & Qualifications
- Credentials: MBA (Harvard), BA (Morehouse).
- Domain expertise: Buy-side investment advisory, institutional consulting, corporate development/M&A, divisional P&L and international operations (Latin America) at Monsanto.
- Board skill contribution cited by FSP: “extensive investment and corporate strategy development experience.”
Equity Ownership
- Beneficial ownership: 62,523 shares; <1% of shares outstanding (based on 103,566,715 shares). No outstanding options or other convertible securities.
- Ownership guidelines: Non-employee directors must own shares valued at 5x cash retainer; all non-employee directors were in compliance as of Feb 1, 2025.
- Hedging/pledging: Anti-hedging policy prohibits short sales and buying/selling puts/calls by directors; no pledging disclosed for Mr. Wilkins (pledging noted for another director, not Wilkins).
| Ownership Item | Value |
|---|---|
| Shares beneficially owned | 62,523 |
| % of common stock outstanding | <1% |
| Options (exercisable/unexercisable) | None outstanding |
| Ownership guideline (5x cash retainer) | Applicable; compliant as of Feb 1, 2025 (for all non-employee directors) |
| Hedging policy | Prohibits short sales and options trading on Company stock |
| Pledged shares (Wilkins) | None disclosed |
Compensation Committee Analysis
- Composition (2025 proxy): Chair – Milton P. Wilkins, Jr.; members – John N. Burke, Georgia Murray, Brian N. Hansen; all determined independent.
- Authority and process: Empowered to set CEO goals/compensation, approve other executive pay, oversee incentive/equity plans, director compensation, and clawback policies; can retain independent consultants/counsel.
- Activity: Met two times in 2024; recommended cuts to non-employee director pay and annual equity grant to reduce G&A amid macro weakness.
- Historical consulting: Retained FPL Associates (2019) for peer benchmarking of executive and director compensation programs.
- Say-on-pay context: Shareholders approved say-on-pay in 2021–2023 by >93% of votes cast; prior two years’ say-on-pay also over 93%.
Related Party Transactions (Conflicts)
- Policy: Audit Committee reviews and approves related person transactions; explicit criteria and exclusions detailed.
- Disclosures: Family-related transactions disclosed for George J. Carter’s sons employed as executives; no related party transactions disclosed for Mr. Wilkins.
Governance Assessment
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Strengths and alignment
- Independent director with deep investment/strategy background; chairs Compensation Committee overseeing pay structure and clawback oversight.
- High shareholder support for say-on-pay (>93%), suggesting investor alignment with compensation oversight.
- Director pay reductions and fixed equity grant cut in 2024 indicate expense discipline and sensitivity to macro and stock performance pressures.
-
Potential risk indicators
- Combined Chair/CEO structure persists; mitigated by Lead Independent Director role and independent committees but remains a governance consideration for investors.
- Compensation Committee met 2 times in 2024; while not uncommon for small-cap REITs, oversight bandwidth should be monitored relative to strategic and human capital needs.
-
RED FLAGS
- None identified specific to Mr. Wilkins in the 2025 proxy (no pledging, no related party transactions, independence affirmed).