Robert N. Jenkins
About Robert N. Jenkins
Independent director of InPoint Commercial Real Estate Income, Inc. since October 2016; age 73 as of January 1, 2025. Career spans commercial real estate finance and capital markets roles at MCAP, W. P. Carey, MetLife Real Estate Investments, Eastdil Secured, and Trammell Crow. Education: B.A. in English (Colorado College) and M.B.A. (Columbia Business School). Serves as Audit Committee Chair and is designated an “audit committee financial expert”; the Board affirms his independence under NYSE and Company standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Municipal Capital Appreciation Partners (MCAP) | Executive Vice President; responsible for multifamily acquisitions/dispositions; fund marketing/administration | Jun 2016 – May 2021 | Senior real estate investing responsibilities in multifamily; fund administration experience |
| W. P. Carey Inc. | Executive Director; mortgage financing for domestic net lease portfolio; hotel acquisition financing for two managed funds | Jan 2003 – Mar 2016 | Led financing activities supporting net lease and hospitality strategies |
| MetLife Real Estate Investments | Vice President; headed Real Estate Capital Markets Group; senior member of RE dept. | Prior to 2003 (dates not specified) | Led capital markets; senior departmental leadership |
| Eastdil Secured, LLC | Various roles (real estate) | Not disclosed | Transactional real estate experience |
| Trammell Crow Company | Various roles (real estate) | Not disclosed | Development/brokerage exposure |
External Roles
No other current public company directorships are listed in the Company’s proxy biography for Mr. Jenkins. The biography enumerates operating roles (MCAP, W. P. Carey, MetLife, Eastdil, Trammell Crow) and educational credentials but does not disclose outside public boards for him.
Board Governance
- Independence: Board determined that Mr. Jenkins is “independent” under all applicable standards; qualifies for Audit Committee service.
- Committee assignments: Audit Committee member; Chair; designated “audit committee financial expert.”
- Meeting cadence and attendance:
- 2023: Board held 9 meetings; Audit Committee held 4 meetings; each director attended at least 75% of combined Board/committee meetings.
- 2024: Board held 8 meetings; Audit Committee held 4 meetings; each director attended at least 75% of combined Board/committee meetings; all directors except Mr. Sabshon and Ms. Foster Curry attended the 2024 annual meeting (implying Mr. Jenkins attended).
- Executive sessions: Independent directors hold executive sessions without management; a presiding independent director or designee leads these sessions.
| Committee | Role | Independence/Expert Status |
|---|---|---|
| Audit Committee | Chair | Independent; SEC “audit committee financial expert” |
Governance structure and potential conflicts to monitor:
- The Advisor and Sub-Advisor hold director nomination rights (including ability to designate independent director nominees subject to Board approval), which can introduce perceived influence over Board composition.
- Board relies heavily on the Advisor/Sub-Advisor for operations and strategy, with independent directors tasked to annually review Advisor compensation and affiliated transactions.
Fixed Compensation
Cash compensation framework (independent directors):
- $20,000 annual retainer; per-meeting fees: $1,000 in-person Board ($500 committee), $500 telephonic Board ($350 committee); Audit Committee Chair receives an additional $5,000 annual fee. Independent directors may elect to receive the annual retainer in cash, unrestricted Class I shares, or both.
Director compensation earned (Jenkins):
| Metric ($000s) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 30 | 30 |
| Stock Awards (grant-date fair value) | 10 | 10 |
| Options Awards | — | — |
| Non-Equity Incentive Plan Compensation | — | — |
| Nonqualified Deferred Comp Earnings | — | — |
| All Other Compensation (distributions on stock awards) | 4 | 4 |
| Total Compensation | 44 | 44 |
Notes:
- “All Other Compensation” represents distributions paid on outstanding stock awards.
Performance Compensation
Equity awards program (independent directors):
- Automatic annual grant of $10,000 in restricted Class I shares at each annual stockholders’ meeting (or in December if no meeting).
- Vesting: 33 1/3% per year over three years; full acceleration upon death, disability, or a liquidity event.
- Plan capacity: 494,366 shares available for future issuance as of Dec 31, 2024 under the independent director restricted share plan.
| Performance Metric Linkage | Terms |
|---|---|
| Metrics tied to director pay | None disclosed; director equity is time-based (restricted stock) with no performance conditions; Non-Equity Incentive Plan Compensation is “—”. |
Other Directorships & Interlocks
- Compensation committee interlocks: Company does not have a compensation committee; no interlocks or insider participation required to be disclosed under SEC rules.
- Committee composition continuity: Audit Committee members (Jenkins—Chair, Feinstein, Foster Curry) disclosed in 2024 and 2025 proxies.
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert.”
- Domain expertise: Commercial real estate finance, mortgage and hotel acquisition financing, real estate capital markets leadership.
- Education: B.A., Colorado College; M.B.A., Columbia University Graduate School of Business.
Equity Ownership
Beneficial ownership (common stock):
| As-of Date | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| June 18, 2024 | 7,416 | <1% (10,116,186 shares outstanding) |
| June 25, 2025 | 8,020 | <1% (10,117,998 shares outstanding) |
Additional alignment considerations:
- The independent director restricted share plan grants $10,000 in restricted stock annually with three-year time-based vesting, supporting ongoing ownership accumulation.
- Hedging/pledging: The Company states it has not adopted specific policies for directors to hedge or offset Company equity due to lack of a public trading market; IREIC’s insider trading policy prohibits hedging by officers/directors/employees of IREIC and affiliates (covers Company shares), but Company-specific restrictions for independent directors are not established—monitor as a governance consideration.
Governance Assessment
Positives
- Long-tenured independent director with deep CRE finance background; serves as Audit Committee Chair and SEC-defined financial expert, enhancing financial oversight.
- Attendance: Met or exceeded the 75% threshold in 2023 and 2024; attended the 2024 annual meeting (only Mr. Sabshon and Ms. Foster Curry were absent).
- Compensation mix is modest and primarily service-based (cash retainer/meeting fees) plus small time-based equity grants; no options, bonuses, or performance awards that could misalign incentives.
Key risks/monitoring items
- Advisor/Sub-Advisor nomination rights may influence board composition; independent directors must continue robust oversight of affiliated transactions and Advisor compensation.
- No Company-specific hedging policy for directors (given no public market), creating a policy gap versus best practices—though practical trading constraints may mitigate risk.
RED FLAGS
- None specific to Mr. Jenkins disclosed: no related-party transactions involving him, no option repricings, gross-ups, loans, or legal proceedings noted in the provided materials. Continue to review annual “Transactions with Related Persons” disclosures.