Stephen Preston
About Stephen Preston
Stephen Preston, age 48, is Founder of FrontView’s predecessor and currently serves as Chairman, Co-CEO, and Co-President of FrontView REIT, Inc. (FVR); he has served as a director since 2024 and previously oversaw NADG’s Southcentral U.S. operations since 1999 . He holds an MBA from the University of Florida and a BBA from Southern Methodist University . Preston’s leadership includes building a national outparcel development and brokerage platform (predecessor) and directing acquisitions of shopping centers; the proxy does not disclose TSR, revenue growth, or EBITDA growth targets or outcomes for his tenure . The Board has determined that combining Chairman and CEO roles is appropriate for FrontView given Preston’s experience; he is not independent under NYSE standards, and independent directors meet in executive session regularly .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FrontView predecessor | Executive Chairman; Founder | 2016–2024 | Oversaw acquisition of outparcel portfolio; created national outparcel development/brokerage platform |
| North American Development Group (NADG) | Oversaw Southcentral U.S. operations | 1999–present | Led shopping center acquisitions and developments; residential developments |
| CIBC Oppenheimer | Analyst | Pre-1999 | Early finance experience supporting later real estate execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NADG | Executive leadership (Vice Chairman Robert Green noted separately; Preston oversight role) | 1999–present | Real estate acquisitions/developments supporting FrontView pipeline and operating expertise |
Board Governance (Service History, Committees, Dual-Role Implications)
- Board service: Director since 2024; Chairman, Co-CEO, Co-President .
- Committees: Chair, Real Estate Investment Committee; committee approves and recommends acquisition/disposition thresholds; not an all-independent committee .
- Independence: Not independent (executive); Board has four of seven independent directors; Audit, Compensation, and Nominating committees are fully independent .
- Meetings and attendance: Board held two meetings in 2024; directors attended 100% of Board and committee meetings .
- Dual-role implications: Combined Chairman/CEO role can raise independence concerns; Board cites clarity of responsibility and seasoned leadership and uses independent committee structure and executive sessions to balance governance .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Annualized Base Salary | $750,000 | Effective Oct 2, 2024 under employment agreement |
| Bonus (entitled) | $92,213 | Entitled per agreement (50% target prorated), but Preston waived payment for 2024 |
| All Other Compensation | $7,891 | Health insurance premiums paid by Company |
Performance Compensation
| Instrument | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Board-determined performance criteria (not disclosed) | Not disclosed | 50% of base salary target; prorated for 2024 | Waived; no 2024 bonus paid despite entitlement | Cash; annual determination |
| IPO RSUs | Time-based (no performance conditions) | N/A | Grant-date fair value $5,000,002 | Vests based on service; realizable value depends on share price | Equal annual installments on Oct 4, 2025–2029 |
| 2025 Target Equity | Time-based (no performance conditions) | N/A | $2,000,000 target grant-date value | Determined by Board in 2025; time-based vest | Four equal annual installments from grant date |
IPO RSU Grant Detail and Vesting Schedule
| Grant | Shares Granted | First Installment Vest Date | First Installment Shares | Vesting Cadence |
|---|---|---|---|---|
| 2024 IPO RSUs (time-based) | 263,158 | Oct 4, 2025 | 52,632 | Equal annual installments on Oct 4, 2025, 2026, 2027, 2028, 2029 |
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 450,838 shares/OP Units | 2.5% of Common Stock outstanding |
| Included OP Units | 427,818 OP Units | Exchangeable 1:1 into common |
| RSUs Outstanding (Unvested) | 263,158 RSUs | Market value $4,771,055 at $18.13 close (12/31/2024) |
| Shares Outstanding (Record Date) | 17,519,863 | For percent calc context |
| Pledging | None; no shares pledged as collateral | |
| Ownership Guidelines | Not disclosed | — |
Insider trading policy and clawback framework are in place; insider trading policy filed with 2024 Form 10-K (Exh. 19.1) and clawback policy (Exh. 97.1) requires recovery of erroneously awarded compensation after restatements for covered executives .
Employment Terms
| Term | Key Provision | Economics |
|---|---|---|
| Agreement Effective Date | Oct 3, 2024 (post-IPO internalization) | Sets role, comp, severance, restrictive covenants |
| Non-Compete/Restrictive Covenants | Non-compete and related covenants during employment and 12 months post-termination; perpetual confidentiality | Applies to non-solicit, non-recruit, non-disparagement |
| Severance (No CIC Window) | Termination without cause/for good reason: 2x base + 2-year avg bonus; death/disability: 1.5x base + 2-year avg bonus; pro-rata current-year target bonus; earned prior-year bonus; health coverage 18 months; full vesting of time-based awards | Preston/Starr: 2x multiplier; health coverage 18 months |
| Severance (During CIC Window) | Termination without cause/for good reason in CIC window: 3x base + 2-year avg bonus; pro-rata current-year target bonus; earned prior-year bonus; health coverage 24 months; full vesting of time-based awards | 280G “best net”—no excise tax gross-up; cutback if beneficial |
| Equity Acceleration | Full vesting of time-based awards upon qualifying terminations (outside CIC and during CIC window) | Applies to IPO RSUs |
| Clawback | SEC/NYSE-compliant clawback for erroneously awarded compensation over prior 3 fiscal years after restatement | Administered by Compensation Committee |
Director Compensation (For context; Preston is an employee director and does not receive director fees)
| Director Pay Elements | Annual Cash Retainer | Committee Chair Fees | Annual RSU Grant |
|---|---|---|---|
| Non-Employee Directors | $50,000 | Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $10,000 | $90,000 grant value; vests in ~1 year; initial IPO RSUs vested day before first annual meeting |
Related Party Transactions and Alignment Considerations
- Internalization and OP Units: Preston or affiliated entities received 427,818 OP Units (initial value ≈ $8.1 million at $19.00 IPO price) in the July–October 2024 internalization and IPO process, aligning him economically with common shareholders via exchangeable OP Units .
- One-time IPO RSUs: 263,158 RSUs were granted to Preston effective Oct 4, 2024; time-based vesting over 5 years supports retention but may contribute to periodic selling pressure at vest dates .
- No pledging; Section 16(a) compliance: No shares pledged; one transaction not timely included on a Form 4 for Preston in 2024 per delinquent filings disclosure .
Performance & Track Record
- Company achievements highlighted for Preston include creation and expansion of the outparcel platform and shopping center acquisitions via NADG and predecessor; specific financial performance metrics (TSR, revenue, EBITDA) are not disclosed in the proxy .
- Emerging growth company status means no say-on-pay votes are required currently, limiting external feedback signals on compensation alignment .
Compensation Committee & Governance Process
- Compensation Committee is fully independent (LeVeaux, Swanstrom, Perez) and uses Ferguson Partners Consulting as independent adviser; oversees 2024 Omnibus Equity & Incentive Plan .
- Board and committees conduct annual self-evaluations; independent directors meet in executive sessions .
Vesting Schedule and Potential Insider Selling Pressure
| Date | Shares Eligible to Vest (IPO RSUs) | Notes |
|---|---|---|
| Oct 4, 2025 | 52,632 | First of five equal annual installments for 2024 IPO grant |
| Oct 4, 2026 | Equal annual installment (undisclosed count) | Time-based vesting contingent on continued service |
| Oct 4, 2027 | Equal annual installment (undisclosed count) | — |
| Oct 4, 2028 | Equal annual installment (undisclosed count) | — |
| Oct 4, 2029 | Equal annual installment (undisclosed count) | — |
Investment Implications
- Alignment and retention: Significant OP Unit ownership (2.5% beneficial, including 427,818 OP Units) and multi-year time-based RSUs align incentives with shareholders and support retention; lack of pledging is a positive .
- Pay-for-performance: Annual bonus is subject to Board-determined criteria, but specific metrics and weightings are not disclosed; 2024 bonus was waived, tempering cash pay while equity grants dominate total comp—monitor 2025 equity grant sizing and any shift in equity versus cash mix .
- Governance risk/mitigants: Dual Chairman/CEO role can reduce independence; mitigated by fully independent Audit/Comp/Nominating committees and regular executive sessions; Real Estate Investment Committee leadership centralizes investment oversight under Preston .
- Change-of-control economics: Generous CIC severance (3x base + avg bonus) and full acceleration of time-based awards could create sale incentives; investor-friendly absence of excise tax gross-up (best-net cutback) reduces gross-up red flag risk .
- Trading signals: Anticipate potential selling pressure around October annual vesting dates; track future Form 4 activity and compliance given one late filing noted for 2024 .