Kimberly Smith
About Kimberly Smith
Kimberly Smith is an independent director of Modiv Industrial, Inc. (MDV) who joined the board in December 2021; she is 62 years old as of April 24, 2025, and holds a B.A. in History from the College of William & Mary and a J.D. from Harvard Law School . Her career includes senior legal leadership in financial services and real estate, and the Board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Financial, Inc. (NYSE: PRU) | Senior legal roles; Chief Legal Officer, Workplace Solutions; Prudential Retirement | Apr 2014 – Sep 2018 | Led legal function for Workplace Solutions; executive legal leadership |
| Cole Real Estate Investments (NYSE: COLE) | Executive Vice President & General Counsel | Nov 2010 – Feb 2014 | Integral in internalization of external manager and NYSE listing; structured mergers; advised on non-listed REIT offerings |
| World Group Securities, Inc. (merged into Transamerica Financial Advisors) | General Counsel | 2008 – 2010 | GC for broker-dealer platform |
| ING Americas | Deputy General Counsel | 2004 – 2007 | Senior legal leadership |
| ING Americas | Chief Counsel | 2001 – 2003 | Senior legal leadership |
| Sutherland Asbill & Brennan LLP (now Eversheds Sutherland) | Partner, Financial Services | 1996 – 2001 | Financial services legal practice |
External Roles
| Organization | Role | Status |
|---|---|---|
| Not disclosed | — | The proxy biography lists prior corporate/legal roles but does not disclose current public company directorships for Ms. Smith . |
Board Governance
- Committee assignments: Member of the Compensation Committee and the Nominating & Corporate Governance Committee; Chair of both committees .
- Independence: Board affirmatively determined Smith is independent under NYSE standards; Board has four of five directors independent .
- Attendance: In 2024, the Board held seven meetings; each director attended at least 75% of aggregate Board/committee meetings; four directors attended the 2024 annual stockholder meeting .
- Committee activity: 2024 meetings—Audit: 4; Compensation: 2; Nominating & Corporate Governance: 2 .
- Related party oversight: Nominating & Corporate Governance Committee reviews and, if applicable, approves related party transactions .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual director retainer | $90,000 | Paid quarterly; payable in combination of cash and shares at director’s election |
| Committee chair fee (per committee) | $10,000 | Annual; payable in shares; applies to chairs of Audit, Compensation, and Nominating & Corporate Governance |
| Non-Executive Chairman fee | $2,500/month | Payable quarterly; not applicable to Smith |
| Reimbursement | Reasonable expenses | Reimbursement for Board meeting-related expenses |
2024 non-officer director compensation for Kimberly Smith:
| Name | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Kimberly Smith | $40,000 | $55,000 | $— | $95,000 |
As Chair of the Compensation and Nominating & Corporate Governance Committees, Smith is eligible for two annual chair fees ($10,000 each) payable in stock .
Performance Compensation
- Options/PSUs/Performance-based awards: No director option awards, PSUs, or disclosed performance-based metrics for non-officer directors; equity for directors is described as stock awards/restricted securities issued in private transactions .
- Vesting and metrics: No director-specific vesting schedules or performance metrics disclosed for director stock awards; stock awards values shown are grant date fair values under ASC 718 .
| Performance Metric Category | Metric | Target/Outcome |
|---|---|---|
| Director compensation metrics | None disclosed | No performance-based director metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed for Ms. Smith | — | — | The proxy does not list any current public company boards for Ms. Smith; no interlocks disclosed . |
Expertise & Qualifications
- Legal and governance expertise: Former CLO and GC across major financial services and real estate organizations; extensive experience with REIT transactions and listings .
- Education: B.A. in History (William & Mary); J.D. (Harvard Law School) .
- Board qualifications: Board concluded she is qualified based on extensive financial services and real estate industry experience .
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 |
|---|---|---|---|---|---|
| Kimberly Smith | 13,041 | <1% | — | — | <1% |
- Hedging/Pledging: Directors and executive officers may not enter into hedging or monetization transactions with respect to Company securities ; none of the directors’ or executive officers’ common shares are pledged as security .
- Ownership framework: Percentages based on 10,073,032 common shares outstanding as of April 1, 2025; fully diluted basis includes OP units as detailed in the proxy .
Governance Assessment
- Strengths: Dual committee chair roles (Compensation; Nominating & Corporate Governance) indicate central involvement in pay governance and board composition; independence affirmed; attendance meets thresholds; prohibition on hedging and no pledging supports alignment .
- Incentive alignment: Smith’s 2024 compensation mix includes both cash and stock ($40k cash; $55k stock), with chair fees paid in stock, modestly increasing equity alignment for a non-officer director .
- Related-party risk: Oversight structure places review of related-party transactions with a committee chaired by Smith; no related-party transactions involving directors disclosed in the proxy .
- Potential red flags: None disclosed regarding pledging, hedging, related-party transactions, tax gross-ups, or director meeting attendance shortfalls .
- Committee capacity: Chairing two committees can concentrate governance influence; however, all committees are fully independent and met during 2024 (Audit: 4; Compensation: 2; Nominating & Governance: 2), which supports active oversight cadence in a small board context .
Overall, Kimberly Smith appears to be an engaged, independent director with substantive legal and REIT governance expertise. Her committee leadership and equity-paid chair fees support investor alignment, and the proxy discloses no conflicts or red flags impacting board effectiveness .