Christopher Gingras
About Christopher R. Gingras
Christopher R. Gingras, age 50, is an independent director of Modiv Industrial, Inc. since September 2024 and serves on the Audit and Compensation Committees. He is Chief Strategy Officer at MediSpend (since May 2024) and previously founded and led MedCompli (September 2017–May 2024). He has served as Chief Compliance Officer in the medical device, private equity, and healthcare sectors, is a Lieutenant Commander in the U.S. Navy and a former U.S. Air Force Captain, and holds an MBA from Rice University and completed Joint Professional Military Education at the U.S. Naval War College . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MediSpend | Chief Strategy Officer | Since May 2024 | Global compliance programs, risk minimization |
| MedCompli | Founder & CEO | Sep 2017–May 2024 | Built compliance software; sold to PE in May 2024 |
| Global medical device company | Chief Compliance Officer | Not disclosed | Compliance leadership |
| Private equity firm | Chief Compliance Officer | Not disclosed | Compliance leadership |
| Integrated healthcare system | Chief Compliance Officer | Not disclosed | Compliance leadership |
| U.S. Navy | Lieutenant Commander | Current service | Military leadership |
| U.S. Air Force | Captain | Prior service | Military leadership |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company board | — | — | No other public company directorships disclosed in proxy/10-K |
| Private/industry | MediSpend | Chief Strategy Officer | Compliance technology firm |
| Non-profit/academic | — | — | Not disclosed |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Independence | Determined independent under NYSE standards |
| Committees | Audit Committee member; Compensation Committee member |
| Committee chairs | Audit (Chair: Thomas H. Nolan, Jr.); Compensation (Chair: Kimberly Smith) |
| Attendance | All directors attended at least 75% of aggregate Board/committee meetings in 2024 |
| Meeting cadence (2024) | Board: 7; Audit: 4; Compensation: 2; Nominating & Corporate Governance: 2 |
| Board leadership | Independent Chairman; no Lead Independent Director given independent chair structure |
| Hedging policy | Directors may not enter into hedging/monetization of company securities |
Director election votes (2025 Annual Meeting):
| Nominee | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Christopher R. Gingras | 4,950,681 | 352,551 | 1,450,535 |
Say-on-pay (advisory) and auditor ratification (2025 Annual Meeting):
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (2024 NEO pay) | 4,379,730 | 524,744 | 398,758 | 1,450,535 |
| Ratify Grant Thornton (2025) | 6,399,208 | 158,516 | 196,043 | — |
Fixed Compensation
2024 Non-Officer Director compensation (partial-year for Gingras):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Christopher Gingras | — | 30,000 | — | 30,000 |
Program features (2024):
- Annual retainer $90,000, payable in combination of cash and common stock at director’s election; committee chair fees $10,000 (paid in stock); Non-Executive Chairman receives $2,500 monthly; reasonable expense reimbursement; officer-directors receive no director fees .
Performance Compensation
- No performance-based director compensation metrics are disclosed; director pay consists of fixed retainer and equity grants, and the company did not grant stock options (or similar awards) in 2024 .
Other Directorships & Interlocks
- The proxy/8-K do not disclose other public company directorships for Gingras .
- Compensation Committee is fully independent and may retain independent consultants; it engaged an independent consultant in February 2025 for executive grants; no consultant conflicts disclosed .
- Indemnification agreement in standard form to fullest extent under Maryland law; no special arrangements .
Expertise & Qualifications
- Compliance and business ethics expertise; multiple CCO roles across sectors .
- Financial literacy required for Audit Committee membership; Audit Committee comprises independent, financially literate members .
- Education: MBA (Rice University); Joint Professional Military Education (U.S. Naval War College) .
- Military leadership: U.S. Navy (Lieutenant Commander); prior U.S. Air Force (Captain) .
Equity Ownership
| Holder | Shares of Common Stock Beneficially Owned | % of Common Stock Beneficially Owned | Class C OP Units | Class X OP Units | % of Common + OP Units Beneficially Owned | Pledged as Collateral |
|---|---|---|---|---|---|---|
| Christopher R. Gingras | 6,490 | * (less than 1%) | — | — | * | None pledged |
Notes:
- Based on 10,073,032 shares outstanding (April 1, 2025); directors’ shares not pledged; OP Units exchangeable 1:1 into common stock, at company’s discretion .
Governance Assessment
- Board effectiveness: Gingras strengthens independent oversight via Audit and Compensation Committee membership; Audit Committee reported on financial reporting and auditor independence; members financially literate . Compensation Committee is independent and utilizes external consultants, with authority to retain advisors .
- Independence & engagement: Affirmed independent; Board and committee attendance at least 75%; independent chair structure supports oversight .
- Ownership alignment: Equity-only compensation in 2024 for Gingras ($30,000 stock), no cash, and no pledging; hedging prohibited—positive alignment signals .
- Shareholder signals: Strong support in 2025 director election (4.95M votes for), and say-on-pay passed with substantial “for” votes; auditor ratification passed decisively .
- Conflicts/related party: No related-party transactions requiring Item 404(a) disclosure with Gingras; related-party oversight resides with Nominating & Corporate Governance Committee; directors with interests must recuse .
RED FLAGS
- None disclosed regarding related-party transactions, pledging, hedging, legal proceedings, or option repricing for directors .
Potential Monitoring Items
- Dual role at MediSpend: no company transactions disclosed; continue monitoring for any vendor relationships or engagements requiring nominating committee review .