Kory Kramer
About Kory Kramer
Kory Kramer, age 48, is an independent Class I director of Medalist Diversified REIT (MDRR). He was appointed to the Board on January 3, 2025; his current term expires at the 2027 annual meeting. Kramer is a partner and investment officer at Eagle Four Partners (private equity, Newport Beach) since 2018, and CEO of Pretorium, Inc. He holds a JD from the University of Notre Dame Law School and BA/MA degrees from Boston College. The Board has determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Hospitality Group (PHG) | Chief Investment Officer | 2006–2018 | Led acquisition, development, and repositioning of multiple hotel assets (e.g., Bacara Santa Barbara, Paséa Hotel & Spa; expansions at Meritage Napa). |
| Spandrel Development Partners | Co-founder Emanuel Neuman (context peer) | 2013–present (peer reference) | Not Kramer; included for Board context; Kramer not affiliated. |
| City of Newport Beach | Planning Commissioner (former) | Not dated | Municipal planning oversight; governance experience. |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Eagle Four Partners (Private Equity) | Partner; Investment Officer | 2018–present | Focus on acquisitions/dispositions, development, financing, asset management, strategy, IR; led $3B+ transactions incl. Pendry Newport Beach (ex-Fashion Island), VEA Newport Beach, entitlements for The Ritz-Carlton Residences NB, Sheraton Denver repositioning, Element by Westin Reno. |
| Pretorium, Inc. | CEO | Not dated | Private real estate investment and consulting. |
Board Governance
- Board independence: Kramer is one of six independent directors (out of seven).
- Committee assignments (current): Nominating & Corporate Governance; Acquisition Committee. Not on Audit or Compensation.
- Committee chairs (current): Neuman chairs Nominating and Acquisition; Lunin chairs Audit; Farmer chairs Compensation. Kramer is a member (not chair) of Nominating & Acquisition.
- Attendance: Company states all then-serving directors attended >75% of Board and committee meetings in FY2024; Kramer joined in 2025 (no 2024 attendance data).
- Lead Independent Director: Neil P. Farmer.
| Committee | Member? | Chair? |
|---|---|---|
| Audit | No | — |
| Compensation | No | — |
| Nominating & Corporate Governance | Yes | No |
| Acquisition | Yes | No |
Fixed Compensation
| Component | Amount | Frequency/Terms | Notes |
|---|---|---|---|
| Annual cash retainer (independent directors) | $15,000 | Annual | FY2024 program; Kramer joined in 2025 (not in FY2024 table). |
| Annual equity retainer (stock) | $15,000 | Annual | FY2024 program; directors eligible under 2018 Equity Incentive Plan. |
| Expense reimbursement | Reasonable out-of-pocket | As incurred | Standard practice for meeting attendance. |
No meeting fees are disclosed; director compensation (FY2024) comprised cash and stock retainers; Kramer was appointed in 2025, so FY2025 director amounts are not explicitly itemized in the proxy.
Performance Compensation
| Metric/Condition | Applies to Director Pay? | Details |
|---|---|---|
| Performance-based equity (PSUs, metrics) | Not disclosed for directors | The Equity Incentive Plan permits performance units, but the proxy does not disclose director-specific performance metrics; FY2024 director comp shows fixed cash/stock awards. |
Other Directorships & Interlocks
| Company | Public? | Role | Committees | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No current or prior public company directorships for Kramer disclosed. |
Potential interlocks: Kramer’s roles at Eagle Four Partners/Pretorium relate to private real estate; no related-party transactions involving Kramer are disclosed.
Expertise & Qualifications
- Real estate transactions and development: Led multi-billion-dollar hospitality transactions and complex repositionings; entitlement expertise.
- Capital markets/financing and asset management: Focus areas at Eagle Four Partners; prior CIO leadership at PHG.
- Legal training: JD (Notre Dame); analytic rigor and governance literacy.
- Public-sector planning experience: Former Planning Commissioner (Newport Beach), supporting governance and community oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Shares | Ownership % of Shares + OP Units |
|---|---|---|---|
| Kory Kramer | 101,039 | 7.5% | 7.3% |
- Hedging/pledging: Company Insider Trading Policy prohibits hedging and certain derivatives; no pledging by Kramer disclosed.
- Ownership guidelines: Director ownership guidelines not disclosed; executive ownership requirements not in place.
Governance Assessment
- Independence and committee roles: Kramer is independent and serves on Nominating & Corporate Governance and Acquisition, aligning with his sector expertise; not on Audit/Compensation (lower direct influence on financial oversight and pay).
- Ownership alignment: Significant personal stake (7.5% of shares) aligns interests with shareholders; note that >5% beneficial owners are considered “related persons” under the Company’s Related Person Transaction Policy, which subjects any transactions to Audit Committee review—no Kramer-related transactions disclosed.
- Board effectiveness signals: FY2024 saw Audit Committee meet five times; Compensation and Nominating acted via unanimous written consents (no formal meetings), which could indicate lighter cadence—monitor for 2025 committee activity with Kramer’s participation.
- Conflicts/related-party exposure: 2024–2025 related-party acquisitions involve entities connected to CEO Kavanaugh; none involve Kramer—low direct conflict risk for Kramer based on disclosed transactions.
- Compliance and transparency: The Company disclosed several untimely Section 16 filings in 2024 (not involving Kramer); reiterates Insider Trading and Related Party policies—no enforcement issues tied to Kramer.
RED FLAGS to monitor:
- High ownership concentration by multiple insiders; Kramer at 7.5% is a large independent holder—ensure continued independence and absence of undisclosed transactions involving Eagle Four/Pretorium.
- Committee engagement cadence (lack of formal meetings in 2024 for Compensation/Nominating)—track 2025 activity to assess governance rigor with the refreshed Board.
Positive signals:
- Strong sector-specific expertise (hospitality/real estate development, financing, entitlements) brought into Nominating and Acquisition oversight.
- Clear independence designation and adherence to anti-hedging policy, supporting alignment and governance standards.