Marc DeLuca
About Marc DeLuca
Marc DeLuca (age 55) is Chairman of the Board and a director of KBS Real Estate Investment Trust III, Inc. (KBSR) since November 2022; he is not independent and also serves as Chief Executive Officer of KBS Capital Advisors LLC (the external advisor) and KBS Realty Advisors (since January 2022) . He holds a B.S. in economics and public policy from George Washington University and an M.S. in real estate from Johns Hopkins University, with 25+ years of experience in acquisitions, dispositions, and asset management across U.S. commercial real estate markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KBS Capital Advisors LLC / KBS Realty Advisors | Chief Executive Officer; Regional President, Eastern Region | CEO since Jan 2022; Regional President since Nov 2013 | Chairs KBS Investment Committee; directs acquisitions, dispositions and asset management firmwide |
| ING Clarion Partners | Managing Director; led Mid-Atlantic acquisitions/dispositions | Managing Director Jan 2009–Sep 2013; joined firm Nov 1999 | Led transactions from Delaware to South Florida |
| SFRE Management | Directed property management operations for $1.4B portfolio | May 1996–Nov 1999 | Oversight of financial admin, leasing, capex, dispositions |
| American Property Services | Managed commercial and residential real estate operations | Jan 1994–Apr 1996 | Portfolio operations management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KBS Realty Advisors | Chief Executive Officer | Since Jan 2022 | National real estate investment advisor; DeLuca directs operations and strategy |
| KBS Capital Advisors LLC | Chief Executive Officer | Since Jan 2022 | External advisor to KBSR; affiliated with KBS Holdings |
| KBS Realty Advisors | Regional President, Eastern Region | Since Nov 2013 | Responsible for acquisitions, dispositions, asset management in Eastern U.S. |
The proxy biography does not list any current public company directorships for Mr. DeLuca .
Board Governance
| Item | Detail |
|---|---|
| Board role | Chairman of the Board (separate from CEO of KBSR) |
| Independence | Affiliated (CEO of external advisor); not an “independent director” under charter/NYSE criteria |
| Committee memberships | None; Audit and Conflicts Committees are independent-only |
| Committee chair roles | None |
| Board meetings held (2024) | 20 board meetings; each director attended at least 75% |
| Committee activity (2024) | Audit Committee: 5 meetings; all members ≥75% attendance . Conflicts Committee: 7 meetings (1 joint with board); all members ≥75% attendance |
| Lead independent director | None; board determined not to appoint one at this time |
| Annual meeting attendance | Chairman and all other directors except Ron D. Sturzenegger attended July 23, 2024 annual meeting |
2025 Director Election Outcome (Signal)
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Marc DeLuca | 16,049,544 | 1,920,133 | 894,379 | 56,497,443 |
- None of the five nominees received a majority of votes present; all continue as “hold-over” directors under Maryland law (broker non-votes counted as against for director elections) .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Director fees paid by KBSR (2024) | $0 for Mr. DeLuca as an affiliated director; independent directors received cash retainers/fees (see below) |
| Independent director cash framework | $135,000 annual retainer; committee member fee $10,000 (chair $20,000); after 10th meeting: per-meeting fees ($2,500 in-person / $2,000 teleconference; audit/conflicts chairs $3,000 post-10th) |
| Director | 2024 Fees Earned (Cash) |
|---|---|
| Marc DeLuca | $0 |
Performance Compensation
| Program | Award/Terms | Triggers | Status |
|---|---|---|---|
| Advisor Employee Retention Program (Bonus Retention Fund) | $1,000,000 allocation to Mr. DeLuca; funded via KBSR deposits totaling $8.5M by Dec 2023 | Paid only upon specified events: liquidation/dissolution; change-of-control with advisor exit; sale of substantially all assets; non-renewal/termination of advisory agreement without cause; or termination without cause | As of Feb 28, 2025, KBSR had made no payments from the Bonus Retention Fund; award remains contingent |
KBSR’s advisory agreement amendments also defer/subordinate certain advisor fees to lenders; executive comp to KBSR officers is paid by the advisor, not KBSR .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Mr. DeLuca |
| Interlocks/affiliations | CEO of KBS Capital Advisors (external advisor to KBSR) and KBS Realty Advisors; affiliated with party recommending independent director compensation structure; conflicts committee oversees related-party transactions and executive compensation |
Expertise & Qualifications
- 25+ years in acquisition, management, and disposition of income-producing real estate; chairs KBS Investment Committee reviewing all new investments .
- Educational credentials: B.S. (George Washington University); M.S. in Real Estate (Johns Hopkins University) .
- Executive leadership of external advisor and national real estate platform, bringing operational and market expertise to KBSR’s board .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Marc DeLuca | — | — | No personal KBSR shares disclosed |
| KBS Capital Advisors LLC | 20,857 | <1% | Indirectly controlled by Charles J. Schreiber, Jr. |
- Proxy indicates none of the disclosed shares are pledged as security .
Governance Assessment
Key positives
- Independent-only Audit and Conflicts Committees; all members designated “audit committee financial experts”; committees met frequently in 2024 with ≥75% member attendance .
- Separation of KBSR CEO and Chairman roles; board meets regularly (20 meetings in 2024) .
Risk indicators and potential red flags
- Affiliated Chair: Mr. DeLuca is not independent (CEO of the external advisor) while serving as Chairman; the board has no lead independent director, concentrating agenda control with an affiliated chair .
- Related-party exposure: KBSR funds an advisor employee retention pool ($8.5M) from which Mr. DeLuca has a $1.0M allocation payable upon transactional triggers (not performance metrics), creating perceived misalignment during strategic alternatives or liquidity events .
- Low alignment via ownership: Mr. DeLuca holds no KBSR shares; there is no equity compensation plan in place for directors/executives at KBSR .
- Shareholder voting signal: In 2025, no director nominee achieved a majority due largely to broker non-votes; all remain as holdovers—this can indicate process/engagement challenges in unlisted REIT structures and warrants proactive investor outreach .
- Hedging policy: Company states it has no hedging policy for officers and directors at this time—a governance risk given lack of equity ownership requirements .
Implications for investors
- Oversight of conflicts is centralized in the Conflicts Committee, but the presence of an affiliated Chairman and advisor-funded retention awards heighten the need to monitor related-party decisions (advisor fee deferrals, asset sales tied to debt covenants) for minority shareholder alignment .
- Given the going-concern risk and mandated asset sales under loan agreements, investors should scrutinize how board leadership balances creditor-driven milestones with long-term equity value—and whether advisor incentives (including retention triggers) influence timing/structure of transactions .