John Raney
About John Raney
John C. Raney is Modiv Industrial’s Chief Operating Officer since March 2024 and General Counsel since September 2020. He has 17+ years of legal, M&A, capital markets, and real estate experience, with a J.D. from UCLA School of Law (Order of the Coif) and a B.A. from Boston College; he is licensed to practice in California . As of April 24, 2025, he is 44 years old . Company performance markers relevant to pay-for-performance: cumulative value of a $100 investment (TSR proxy) was $51.52 in 2022, $135.38 in 2023, and $115.53 in 2024; reported net income was $(4,511)k in 2022, $(8,696)k in 2023, and $6,493k in 2024; Company-selected performance measure AFFO was $16,634k (2022), $14,672k (2023), and $14,788k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Latham & Watkins LLP | Associate | Oct 2008–Apr 2015 | Transactional training across M&A and capital markets; foundation for execution rigor |
| O’Melveny & Myers LLP | Counsel | May 2015–Jun 2018 | Advanced deal counsel; broadened capital markets and real estate expertise |
| Massumi & Consoli LLP | Partner | Jun 2018–May 2020 | Led transactions as partner; client-facing responsibility in complex deals |
| Acceleron Law Group, LLP | Partner | Jun 2020–Sep 2020 | Short-term partner role; transitioned into Modiv GC |
External Roles
- No public company board roles disclosed for Raney .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 285,000 |
| Cash Bonus ($) | 115,000 (paid March 2025) |
| Stock Awards ($) | — (none granted in 2024) |
| Option Awards ($) | — |
| All Other Compensation ($) | 21,600 |
| Total ($) | 421,600 |
Note: 2024 bonuses for executive officers were paid in March 2025 .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Class R OP Units (prior award; 25,333 units attributed to Raney) | FFO per share hurdle | Not disclosed | $1.05 FFO per share (2023) | Achieved (2023) | Conversion ratio increased to 2.5 Class C OP Units per 1 Class R OP Unit | Vested Mar 31, 2024; converted to Class C OP Units |
| Class X OP Units (grant date Feb 3, 2025; 162,500 units) | Time-based (service) | n/a | Continued employment through 2/3/2030 | Unvested | On vesting, converts to Class C OP Units subject to capital account condition; receives distributions/votes like Class C until then | Vests 2/3/2030; accelerates on termination without cause, good reason, death, or Change in Control |
Plan mechanics: Class X OP Units have voting rights and receive the same current distributions as Class C OP Units; automatic conversion to Class C OP Units on vesting contingent on capital account allocation parity . Acceleration triggers are single-trigger on change-in-control and double-trigger on qualifying terminations with release .
Equity Ownership & Alignment
| Ownership Component | Quantity | Percent | Alignment Notes |
|---|---|---|---|
| Common Stock | 2,170 | <1% of common outstanding | None of directors/executive officers’ shares are pledged |
| Class C OP Units | 63,333 | — | Exchangeable 1-for-1 into common or cash (company election) |
| Class X OP Units (unvested) | 162,500 | — | Vest 2/3/2030; receive distributions and voting rights; automatic conversion to Class C upon vesting subject to capital condition |
| Total Beneficial (Common + OP Units) | — | 1.8% on fully diluted basis | Based on 12,561,403 fully diluted units (common + OP units) |
Ownership base: 10,073,032 common shares outstanding as of April 1, 2025; fully diluted includes Class C and Class X OP Units totaling 12,561,403 . Pledging: none pledged for directors/executives . Hedging: prohibited under Insider Trading Compliance Policy .
Vested vs Unvested (as of April 1, 2025)
- Vested: 63,333 Class C OP Units (exchangeable) .
- Unvested: 162,500 Class X OP Units (time-based vesting 2030; acceleration triggers as above) .
Employment Terms
| Term | Detail |
|---|---|
| Current Roles | COO since March 2024; General Counsel since September 2020 |
| Contract Term / Auto-Renewal | Not disclosed in proxy |
| Severance | Cash severance multiples not disclosed; equity acceleration for Class X OP Units on termination without cause or for good reason (with release) |
| Change-in-Control | Equity acceleration single-trigger on Change in Control; Class X OP Units vest in full |
| Non-Compete/Non-Solicit | Not disclosed in proxy |
| Clawback | Not disclosed in proxy |
| Hedging/Pledging | Hedging prohibited; no pledging by directors/executives |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR Proxy) | $51.52 | $135.38 | $115.53 |
| Net Income (Loss) ($000) | (4,511) | (8,696) | 6,493 |
| AFFO ($000) | 16,634 | 14,672 | 14,788 |
Pay-versus-performance disclosure confirms CAP linkage to equity revaluation dynamics; 2021–2024 Class R OP Units were tied to FFO/share (threshold $1.05 achieved in 2023), triggering higher conversion ratios and contributing to CAP adjustments .
Compensation Committee Analysis
- Committee members: Christopher R. Gingras, Thomas H. Nolan, Jr., and Kimberly Smith; Chair: Kimberly Smith; all independent per NYSE/SEC .
- Meetings: Two in 2024 .
- Consultant: FPL Associates engaged for benchmarking; program targeted CFO/COO base at 37.5th percentile and total cash around median; CEO base below 25th and equity-heavy in prior years . Independent consultant also advised the Feb 3, 2025 Class X OP Unit grants, designed for retention and below-25th percentile annual compensation calibration; CEO base reduced to minimum wage cap effective April 1, 2025 .
Compensation Structure Notes
- 2024: No stock awards or options; cash-heavy year (salary + discretionary bonus) with modest perquisites; aligns with committee statement of “no significant perquisites” .
- Equity shift: Prior “profits interest” OP Units (Class R/P → Class C) focused on FFO targets; 2025 awards pivot to long-duration time-based Class X OP Units with CIC and termination accelerants for retention .
Investment Implications
- Alignment: Raney’s 1.8% beneficial stake (common + OP Units), with unvested Class X OP Units that carry current distributions and voting rights, aligns incentives to enterprise value creation and long-term retention through 2030; no pledging and hedging prohibited reduce misalignment risk .
- Vesting/Selling Pressure: A large, single vest in 2030 (with acceleration on CIC/qualifying terminations) may create event-driven liquidity overhang; monitor 8-Ks for employment events and vesting accelerations .
- Pay-for-performance levers: Historic OP Unit awards tied to FFO/share demonstrate linkage to operating performance; current time-based grants prioritize retention over near-term performance metrics—watch for future disclosures on performance-based PSU structures or AFFO/TSR metrics reintroduced to balance risk .
- Governance comfort: Independent compensation committee with limited perquisites and external benchmarking suggests disciplined pay practices; absence of disclosed tax gross-ups, repricing, or related-party transactions in proxy reduces red flag exposure; continue tracking say‑on‑pay outcomes as available .