Aaron Halfacre
About Aaron Halfacre
Aaron S. Halfacre (age 52) is Chief Executive Officer, President, and a Director of Modiv Industrial (MDV) since January 2019, with 25+ years in real estate investing and REIT leadership, and credentials including CFA and CAIA, a B.A. in Accounting (College of Santa Fe) and an MBA (Rice) . Under his tenure, MDV’s pay-versus-performance disclosure shows cumulative TSR of $51.52 for 2022 (from the 2/11/22 listing date), $135.38 for 2023, and $115.53 for 2024, alongside reported net income of $(4.5)mm in 2022, $(8.7)mm in 2023, and $6.5mm in 2024 and AFFO of $16.6mm, $14.7mm, and $14.8mm respectively . Compensation design since 2021 has emphasized equity alignment via Operating Partnership (OP) units with performance (FFO/share) and time-based vesting; in February 2025 he received a five-year, time-based Class X OP Unit grant and, effective April 1, 2025, ceased receiving a base salary and annual cash bonus to increase alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Campus Crest Communities (NYSE: CCG) | President & Chief Investment Officer | Jul 2014 – Mar 2016 | Led strategic repositioning culminating in take‑private sale to Harrison Street |
| Cole Real Estate Investments (NYSE: COLE) | SVP, Head of Strategic Relations | Oct 2012 – May 2014 | Capital markets/strategy at net lease REIT and product sponsor |
| BlackRock (NYSE: BLK) – Real Estate Group | Chief of Staff & Head of Product Development | Nov 2005 – Dec 2010 | Product development and platform build within global asset manager |
| Green Street Advisors | Director of Investor Relations | Jun 2004 – Nov 2005 | Sell-side REIT research interface and capital markets comms |
| Realty Mogul | President | Jan 2018 – Jul 2018 | Fintech/crowdfunding operating leadership |
| Persistent Properties (co‑founder) | Principal | Apr 2016 – Jul 2021 | Owned/managed multifamily portfolio |
| REIT I (Rich Uncles REIT I) | CEO & Director | Jan 2019 – Dec 2019 | Led sponsor/advisor transition; REIT M&A experience >$17bn career total |
External Roles
| Organization | Role | Years |
|---|---|---|
| MDV | Director | Jan 2019 – present |
| BRIX REIT, Inc. | Director | Jan 2019 – Apr 2022 |
Fixed Compensation
| Year | Base salary ($) | Target bonus % | Actual cash bonus ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 250,000 | N/D | 115,000 (paid Mar 2025) | 21,600 | 386,600 |
| 2023 | 250,000 | N/D | — (CEO waived cash bonus in 2021–2023) | 120,700 (incl. $100k relocation) | 370,700 |
| 2022 | 250,000 | N/D | — | 15,750 | 265,750 |
- Notes: CEO agreed to no cash bonus 2021–2023 with incentives in equity; in 2024, due to no new equity awards, Board approved a $115k cash bonus . Effective April 1, 2025, CEO no longer receives a base salary (only minimum wage) and no annual cash bonus for five years, aligning pay to the 2025 equity grant .
Performance Compensation
| Incentive | Grant date | Metric(s) | Target/threshold | Actual/Outcome | Payout/Conversion | Vesting |
|---|---|---|---|---|---|---|
| Class R OP Units (170,667 units) | Jan 25, 2021 | FFO per share | Performance hurdle: ≥$1.05 FFO/share for FY2023 | Achieved for 2023 | Conversion ratio increased to 2.5 Class C OP Units per 1 Class R OP Unit | Vested Mar 31, 2024 (post-lockup) |
| Class P OP Units (40,000 units) | Dec 31, 2019 | N/A (profits interest; time/lockup) | Lockup until earlier of 3/31/2024, CoC, or involuntary termination w/o cause | Lockup expired | Auto-converts to Class C OP Units at 1.6667:1 | Vested Mar 31, 2024 |
| Class X OP Units (546,542.50 units to CEO) | Feb 3, 2025 | Time-based | Continued employment | Ongoing | Converts to Class C upon vesting if capital accounts condition satisfied; carries voting and current distribution rights like Class C | 5-year cliff: vests Feb 3, 2030; accelerates upon CoC, death, termination w/o cause or for good reason (release required) |
- 2024 Omnibus Plan and award mechanics provide CoC treatment; if awards aren’t assumed, time-based awards vest fully and performance awards vest at greater of target or actual proximate performance per Committee determination .
Equity Ownership & Alignment
| As of April 1, 2025 | Common shares | Class C OP Units | Class X OP Units | % of common | % of fully diluted (stock + OP units) | Pledged? |
|---|---|---|---|---|---|---|
| Aaron S. Halfacre | 112,681 | 453,457 | 546,543 | 1.1% | 8.9% (on 12,561,403 fully diluted) | None; hedging prohibited by policy |
- Class C OP Units are exchangeable 1-for-1 into common stock or cash at Company’s discretion . Class X OP Units have voting rights and receive current distributions equal to Class C until vesting and conversion .
- Outstanding unvested awards at 12/31/2024: none (pre‑2021 awards fully vested 3/31/2024; Class X granted in 2025) .
Employment Terms
- Current role and tenure: CEO, President, Director since Jan 2019 .
- 2025–2030 pay structure: Large, one-time Class X OP Unit grant (546,542.5 units) on Feb 3, 2025 with 5-year cliff vest; CEO to receive no additional equity grants, no annual cash bonus, and only minimum wage salary for five years; effective April 1, 2025, no base salary .
- Vesting acceleration: Class X OP Units accelerate and vest in full upon (i) termination by Company without cause or by executive for good reason (with release), (ii) death, or (iii) Change in Control; upon vesting they convert into Class C OP Units subject to capital account parity .
- Plan-level CoC treatment: If awards not continued/assumed in CoC, time-based awards fully vest; performance awards vest at greater of target or actual assessed performance .
- Hedging and pledging: Hedging prohibited by policy; executives/directors have no shares pledged .
Board Governance
- Board service: Director since 2019; not Chairman; independent Chairman (Thomas H. Nolan, Jr.) appointed Sept 2024; all key committees (Audit, Compensation, Nominating/Governance) fully independent .
- Committee roles: CEO is not listed as a member of board committees; committees comprise independent directors; Compensation Committee chaired by Kimberly Smith; Audit chaired by Thomas Nolan .
- Director compensation: Officers serving as directors receive no additional director compensation; non‑officer directors receive $90k annual retainer (mix of cash/stock at election), chair fees, and Non‑Executive Chair retainer .
Director-Service Addendum (Halfacre as Director)
- Years of service: 2019–present .
- Independence: Management director (not independent); mitigated by independent Chair and independent committees .
- Committee membership: None disclosed for CEO; committees fully independent .
- Meeting attendance: Committee meeting counts disclosed (Audit: 4; Comp: 2; Nominating: 2) but not individual attendance .
- Director pay: None (as an officer, no separate board fees) .
Multi‑Year Compensation Summary (CEO)
| Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 250,000 | 115,000 | — | — | 21,600 | 386,600 |
| 2023 | 250,000 | — | — | — | 120,700 | 370,700 |
| 2022 | 250,000 | — | — | — | 15,750 | 265,750 |
- Compensation Actually Paid (SEC methodology) to CEO: $1,508,002 (2024), $5,883,375 (2023), $(1,381,612) (2022), driven by equity remeasurement and vesting effects tied to stock price and performance .
Pay-for-Performance Mechanics
- 2021–2023 long-term award: Class R OP Units tied to FFO/share; target performance set pre‑listing; achieving ≥$1.05 FFO/share for 2023 increased conversion to 2.5x and drove outsized “Compensation Actually Paid” in 2023–2024 through fair value changes and vesting .
- 2025–2030 structure: One-time, below-25th percentile annualized grant value with 5-year cliff and no salary/bonus is a high-beta alignment choice; however, award accelerates on CoC and certain terminations, creating meaningful CoC economics .
Ownership, Liquidity and Selling Pressure
- Beneficial ownership: 112,681 common shares, 453,457 Class C OP Units, 546,543 Class X OP Units; 8.9% fully diluted economic interest .
- Liquidity dynamics: Class C OP Units exchangeable 1:1 into common or cash at Company’s discretion (potential supply overhang if stock-for-unit exchanges are elected) .
- 2024 vesting event: Large conversion/vesting of Class P and Class R OP Units on 3/31/2024; at 12/31/2024, no unvested legacy awards remained; new 2025 Class X OP Units introduce a 2030 cliff-vesting catalyst .
Compensation Governance, Peer Benchmarking, and Say‑on‑Pay
- Independent consultant: FPL Associates engaged to benchmark pay against similarly sized REITs with percentile targets; CEO pay set below 25th percentile; CFO/COO targeted ~median total cash .
- Program features: No guaranteed annual salary increases; minimal perquisites; mix of short‑term cash and multi‑year equity (when granted) .
- Say-on-pay: Annual advisory votes conducted; Board recommends “FOR”; proxy does not disclose 2024 vote outcome (2025 vote scheduled for July 23, 2025) .
Risk Indicators and Red Flags
- Single-trigger CoC vesting on time-based Class X and plan provisions enabling vesting at target or assessed performance for performance awards may be shareholder-unfriendly in certain change-in-control scenarios .
- Large 2030 cliff-vesting for CEO (546,542.5 Class X OP Units) concentrates retention incentive but creates a future supply event; acceleration on termination could pull forward value realization .
- Hedging prohibited; no pledging by executives/directors—positive alignment signals .
- No stock options or repricing activity disclosed; minimal perquisites aside from a 2023 relocation allowance .
Equity Award Vesting Detail
| Award | Quantity (pre‑conversion) | Key terms | Status/Date |
|---|---|---|---|
| Class P OP Units | 40,000 | Profits interest; non‑voting, non‑dividend; locked until earlier of 3/31/24, CoC, or involuntary termination; converts 1.6667:1 into Class C OP Units post-lockup | Vested and converted 3/31/2024 |
| Class R OP Units | 170,667 | Profits interest; FFO/share hurdle (≥$1.05 FY2023) increases conversion to 2.5:1; otherwise 1:1; locked until earlier of 3/31/24, CoC, or involuntary termination | Vested and converted 3/31/2024; performance achieved (2.5x) |
| Class X OP Units | 546,542.50 | Time-based profits interest; voting rights and current distributions; 5-year cliff; accelerates at CoC, death, termination w/o cause or for good reason (with release); converts to Class C upon vest if capital account condition met | Unvested; scheduled vest 2/3/2030 |
Investment Implications
- Alignment: CEO has 8.9% fully diluted economic interest, no base salary or annual bonus through 2030, and receives equity that vests on a 5-year cliff—clear long-horizon alignment, though with accelerated vest on CoC that could incentivize strategic alternatives if equity value accretion is expected near-term .
- Overhang/catalysts: 2030 cliff (Class X) is a material supply event; earlier, 3/31/2024 vest/conversion de-risked prior performance units. Company’s option to settle OP unit exchanges in cash tempers immediate share issuance risk .
- Pay-for-performance: Prior design used FFO/share; achieving the hurdle boosted conversion and CEO “comp actually paid” in 2023–2024. The new time-based structure emphasizes retention and equity value growth rather than annual operational metrics—reduced annual incentive precision but higher ownership beta .
- Governance: Independent Chair and fully independent committees mitigate CEO/director dual-role risks; prohibition on hedging/pledging reduces misalignment risk .
- Monitoring: Track any Form 4 activity around unit exchanges and the company’s cash vs stock settlement choices, say‑on‑pay voting results, and any amendments to CoC or severance protections in future filings .