Bernard J. Michael
About Bernard J. Michael
Bernard J. Michael, 65, has served as an independent director of Inland Real Estate Income Trust, Inc. (INRE) since September 2014 and is currently the Compensation Committee Chair; he also sits on the Audit Committee and the Nominating and Corporate Governance Committee . He is a graduate of Brown University and NYU School of Law, and has over 25 years practicing real estate law plus private equity real estate leadership experience, including founding AWH Partners LLC and senior roles at Proskauer Rose, Weil Gotshal & Manges, and Shea & Gould . The board affirmed his independence under NYSE standards in its annual review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AWH Partners, LLC | Founder; Managing Partner until 2018; minority owner post-2018 | Founded prior to 2012; Managing Partner to 2018 | Led acquisition of >$1.4B hotel investments; oversaw >$300M hotel redevelopment; acquired Lane Hospitality (rebranded Spire Hospitality) |
| Michael, Levitt & Rubenstein, LLC | Founder and Senior Partner (real estate law) | Prior to Proskauer tenure; dates not specified | Advised on major NYC transactions (Time Warner Center, Hudson Yards for The Related Companies); global projects across US, China, Saudi Arabia |
| Proskauer Rose LLP | Partner, Real Estate Group | Prior to forming MLR LLC | Complex real estate transactions |
| Weil, Gotshal & Manges; Shea & Gould | Attorney | Pre-Proskauer | Real estate transactions |
| Center for Jewish History (NY) | Chairman, CEO, and President | Through 2024 | Non-profit leadership; governance experience |
External Roles
| Organization | Role | Public Company? | Tenure |
|---|---|---|---|
| Center for Jewish History | Chairman/CEO/President | No | Through 2024 |
| AWH Partners / Spire Hospitality | Founder; ownership; platform leadership | No | Managing Partner until 2018; minority owner thereafter |
No current public company directorships or disclosed commercial interlocks outside INRE were reported in the latest proxies .
Board Governance
- Committee assignments: Compensation Committee Chair; member of Audit; member of Nominating and Corporate Governance .
- Independence: Determined independent alongside Daniels, Davis, and Henry under NYSE and SEC rules .
- Attendance/Engagement: Board met 11 times in 2024; Audit 4; Nominating & Governance 9; Compensation 1. Michael attended 100% of board and committee meetings in 2024 (exceptions noted for other directors) .
- Tenure: Director since 2014; Class I nominee for term expiring 2028 if re-elected .
- Board leadership: Lead Independent Director is Lee A. Daniels; separate Chair (Catherine L. Lynch) and CEO (Mark E. Zalatoris) roles; independent directors oversee material transactions and risk .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (Michael) | $65,000 | $106,000 | Increase reflects elimination of per-meeting fees and higher annual retainers and chair stipends effective June 1, 2024 |
| Annual Independent Director Retainer | $50,000 | $90,000 (effective June 1, 2024) | Per-meeting fees eliminated May 7, 2024 |
| Committee Chair Fees | N/A explicitly for 2023 | Compensation Chair $15,000; Audit Chair $20,000; Nominating & Gov Chair $15,000; Lead Independent Director $20,000 (effective June 1, 2024) | Michael’s role: Compensation Chair ($15,000) |
| All Other Compensation (Michael) | $3,000 | $4,000 | Value of distributions on restricted shares held during the year |
Performance Compensation
| Equity Award Detail | Grant Date | Grant Value | Shares Granted | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual director restricted stock | Nov 7, 2023 | $24,000 | 1,208 | 33⅓% per year over 3 years; accelerates on liquidity, death, disability | None disclosed for director awards (time-based vesting) |
| Annual director restricted stock | Nov 6, 2024 | $40,000 | 2,086 | 33⅓% per year over 3 years; accelerates on liquidity, death, disability | Company may grant performance-based awards generally, but none are disclosed for independent directors |
No options or non-equity incentive compensation are granted to independent directors; option awards are zero in the disclosed periods .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Status |
|---|---|---|---|
| None disclosed | — | — | — |
The proxies list Michael’s external leadership (AWH Partners; Center for Jewish History) but do not disclose current public company board service or interlocks with INRE customers/suppliers .
Expertise & Qualifications
- Real estate transactions expertise across multi-family, retail, office, hospitality; led marquee NYC developments (Time Warner Center, Hudson Yards) via his law firm, and scaled a hospitality operating platform (Spire) after acquiring Lane Hospitality .
- Legal training and practice at leading firms; Brown University and NYU School of Law degrees .
- Governance experience via non-profit leadership; compensation committee chair experience at INRE .
Equity Ownership
| Metric | As of Aug 12, 2024 | As of Sep 23, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 7,722; includes 2,369 unvested restricted shares | 9,809; includes 3,288 unvested restricted shares |
| Percent of Class | <1% | <1% |
| Unvested Restricted Shares Outstanding (Company-wide) | 9,477 (as of 12/31/2023) | 13,153 (as of 12/31/2024) |
| Ownership Pledging/Hedging | Anti-hedging policy in place; no pledging disclosed |
Governance Assessment
- Board effectiveness: Chairing the Compensation Committee places Michael at the center of fee oversight for the external Business Manager and director pay; the committee reviewed and recommended CD&A inclusion and is responsible for assessing reasonableness of Business Manager compensation and CEO fee arrangements .
- Alignment and pay mix: Michael’s total compensation rose from $92k in 2023 to $150k in 2024, with cash increasing to $106k and equity grant rising to $40k, driven by a shift from per-meeting fees to higher retainers and chair stipends—raising guaranteed cash but maintaining annual equity exposure via time-vested RS grants .
- Independence and attendance: The board affirmed his independence; his 100% attendance across an active 2024 meeting schedule signals engagement and diligence .
- Conflicts/related-party exposure: INRE’s externally managed model and extensive affiliate transactions (Business Manager fee of ~0.55% of average invested assets; Real Estate Manager fees; subordinated incentive fee upon a liquidity/triggering event) create inherent alignment risks; mitigating controls include independent director approval requirements and a related-party transactions policy adopted in 2022 that restricts certain affiliate transactions without majority independent director approval .
- RED FLAGS: External management with incentive fee tied to liquidity events can pressure timing/structure of transactions; however, the policy framework and committee oversight led by independent directors (including Michael) are positive governance mitigants .
- Shareholder protections: Anti-hedging policy, insider trading policy, code of ethics, and timely Section 16 compliance were disclosed, supporting governance hygiene .