Stephen L. Davis
About Stephen L. Davis
Independent director of Inland Real Estate Income Trust, Inc. since February 2012; age 67; chairs the Nominating & Corporate Governance Committee and serves on Audit and Compensation Committees. He holds a bachelor’s degree from the University of Tennessee and brings 30+ years of real estate development and property management experience, including oversight of a $28 million industrial development in Chicago’s North Lawndale community . The board has affirmatively determined he is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Will Group, Inc. | Chairman | Founded 1986; ongoing | Led major construction projects; Kennedy King College campus; Altgeld Gardens “Plan for Transformation” coordination |
| DuPage County Airport Authority | Commissioner of Aviation; Chair of Board | Mar 2005–2022 | Oversight of airport, Prairie Landing Golf Course, and 500-acre business park |
| Wheaton Bank & Trust | Director; Loan Committee member | 2006–2016 | Reviewed residential/commercial portfolios, developer viability |
| Family-owned real estate trust | Property management oversight | Since Oct 2003 | Managed several properties including $28M industrial development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heska Corporation (public) | Director | Aug 2020–Jul 2023 | Audit Committee member; Chair of Corporate Governance Committee (Feb 2021–Jul 2023) |
| PMI Energy Solutions, LLC | Director | 2013–2023 | Board service |
| Trust Company of Illinois | Director | 2016–2022 | Board service |
Board Governance
- Committees: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Independence: Board determined Messrs. Daniels, Davis and Michael and Ms. Henry qualify as independent directors .
- Attendance: Board met 11 times in 2024; Audit met 4; Nominating & Governance met 9; Compensation met 1. Davis attended ~96% of aggregate board and committee meetings in 2024 (others generally 100% aside from a death/resignation) .
- Lead Independent Director: Role held by Lee A. Daniels (not Davis); serves as liaison for independent directors and sets agendas with committee chairs .
- Risk oversight: Board approves material transactions, reviews periodic risk reports, and receives Audit Committee reports; independent directors must approve transactions with the Business Manager/affiliates .
Fixed Compensation
| Director (2024) | Fees Earned or Paid in Cash ($000) | Stock Awards ($000) | All Other Compensation ($000) | Total ($000) |
|---|---|---|---|---|
| Stephen L. Davis | 105 | 40 | 4 | 149 |
- Policy changes (effective 2024): Annual independent director fee increased to $90,000 (from $50,000) effective June 1, 2024; per‑meeting fees eliminated May 7, 2024 . Chair fees: Nominating & Corporate Governance Chair $15,000 (from $8,500), Audit Chair $20,000 (from $13,200), Compensation Chair $15,000, Lead Independent Director $20,000 (from $5,000), all effective June 1, 2024 .
- Deferred compensation: Independent directors may elect to defer cash/stock compensation into book‑entry accounts and RSUs; dividend equivalents accrue on unvested RSUs per the plan terms .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Nov 6, 2024 | Restricted Shares | 2,086 | $40,000 | 3‑year pro rata (33⅓% per year), accelerates upon liquidity event or death/disability; directors vote and receive distributions prior to vesting |
- Equity plan cap: Total grants under the RSP may not exceed 5.0% of outstanding shares on a fully diluted basis; 1,769,592 shares remained available for future issuance as of Dec 31, 2024 .
Other Directorships & Interlocks
| Company | Relationship to INRE | Interlock/Conflict Notes |
|---|---|---|
| Heska Corporation | Unrelated industry (vet diagnostics) | No disclosed conflicts with INRE operations or sponsors . |
| PMI Energy Solutions, LLC | Private | No disclosed conflicts with INRE . |
| Trust Company of Illinois | Private | No disclosed conflicts with INRE . |
Expertise & Qualifications
| Domain | Evidence |
|---|---|
| Real estate development/operations | 30+ years experience; led major construction and property management initiatives; oversight of large-scale projects . |
| Governance oversight | Chair, Nominating & Corporate Governance Committee; prior governance chair role at Heska . |
| Financial acumen | Audit Committee member; prior bank board loan committee experience . |
| Public company board experience | Heska Corporation (public) . |
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 9,832 shares as of Sep 23, 2025; less than 1% of class . |
| Unvested restricted shares | 3,288 included in beneficial ownership; sole voting and investment power . |
| Ownership mechanics | Restricted shares carry voting and distribution rights prior to vesting . |
| Hedging/Pledging | Anti‑hedging policy applies to affiliated entities; Company notes lack of separate hedging policy due to no public market; pledging policy not separately disclosed . |
Insider Trades
| Date Range | Form 4 Transactions Found | Notes |
|---|---|---|
| 2024–2025 | None | Queried insider‑trades skill for INRE and “Stephen L. Davis”; no records found in period (Form 4) [Insider‑Trades Skill Output]. |
Governance Assessment
- Alignment: Director equity grants with multi‑year vesting and dividend rights plus ability to defer compensation support long‑term alignment; Davis holds 9,832 shares with 3,288 unvested restricted shares included .
- Engagement: Strong attendance (~96%) and active committee leadership (9 meetings for Nominating & Governance in 2024; Audit 4; Compensation 1) indicate sustained engagement .
- Independence & conflicts: Board reaffirmed independence; no Davis‑specific related party transactions disclosed; robust related party policy requires majority approval by independent directors for affiliate transactions, which is material given INRE’s manager/affiliate structure .
- Compensation signals: 2024 director cash retainer increased materially (to $90k) and chair fees stepped up; per‑meeting fees eliminated—shifts mix toward fixed retainers and time‑vested equity ($40k in restricted shares). For investors, this raises questions on pay inflation vs market benchmarking but improves simplicity and predictability of director pay .
- Red flags: None disclosed for Davis regarding related‑party transactions, Section 16 compliance (company asserts timely filings for 2024), hedging/pledging of INRE shares, or attendance shortfalls; slight attendance below 100% not atypical .
Overall, Davis presents as an experienced, independent director with deep real estate and governance credentials, meaningful equity alignment, and active committee leadership. The presence of external manager/affiliate relationships elevates the importance of his role as Nominating & Governance Chair and Audit member in safeguarding minority shareholder interests through independent review and approval processes .