Raymond Pacini
Executive Vice President, Chief Financial Officer, Secretary and Treasurer at MODIV INDUSTRIAL
Executive
About Raymond Pacini
Raymond J. Pacini, age 69, is Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Modiv Industrial, Inc. (MDV), serving as CFO since April 2018 and Secretary since September 2019 . He holds a B.A. in Political Science from Colgate University and an MBA from Cornell University; he is a licensed CPA (inactive) in Massachusetts and a former NACD Board Leadership Fellow (2014–2021) . Company performance context: 2024 net income was $6.5 million (vs. losses in 2022–2023), AFFO was $14.8 million, and the company’s $100 TSR metric stood at $115.53 in 2024 (up from $51.52 in 2022, down from $135.38 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Modiv Industrial, Inc. (REIT I sponsor/advisor) | EVP, CFO & Treasurer | Apr 2018–Dec 2019 | Supported transition from external advisor; finance leadership |
| BRIX REIT, Inc. | EVP, CFO, Secretary & Treasurer; Independent Director (briefly) | Apr 2018–Oct 2019; Jan 2020–Apr 2022 | Capital markets and financial leadership for affiliated REIT |
| Northbound Treatment Services | Senior finance leadership | 2013–2018 | Healthcare services finance operations |
| California Coastal Communities, Inc. (NASDAQ: CALC) | Senior leadership (developer/homebuilder) | 1998–2011 | Public developer/homebuilder finance roles |
| Koll Real Estate Group, Inc. (NASDAQ: KREG) | Senior leadership | 1993–1998 | Commercial/residential development finance |
| PricewaterhouseCoopers LLP | Early career | N/A | Foundational audit/CPA experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cadiz Inc. (NASDAQ: CDZI) | Independent Director | 2005–2019 | Natural resources company |
| Metalclad Corporation (NASDAQ: MTLC) | Independent Director | 1999–2002 | Waste management company |
| NACD | Board Leadership Fellow | 2014–2021 | Governance credentials |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 275,000 | 275,000 | 285,000 |
| Annual Bonus ($) | 200,000 (paid Jan–Feb 2023) | 250,000 (paid Oct 2023 & Mar 2024) | 115,000 (paid Mar 2025) |
| All Other Compensation ($) | 19,050 | 20,700 | 21,600 |
| Notable Perquisites | 6% 401(k) match up to IRS max; $75/month cell stipend | 6% 401(k) match up to IRS max; relocation allowance applied to CEO (not CFO) | 6% 401(k) match up to IRS max; $75/month cell stipend |
Compensation benchmarking: CFO base set at approx. 37.5th percentile and total cash comp targeted around median of peer group (2021 framework), per consultant FPL Associates .
Performance Compensation
| Award Type | Grant Date | Units Granted | Vesting & Triggers | Conversion/Payout Mechanics | Performance Metric |
|---|---|---|---|---|---|
| Class P OP Units | 2019-12-31 | 16,029 | Vested 2024-03-31; earlier upon change of control or involuntary termination without cause during lockup | Converts to Class C OP Units at 1.6667:1 upon vesting; exchangeable 1:1 for common stock or cash | |
| Class R OP Units | 2021-01-25 | 33,333 | Vested 2024-03-31; lockup until Mar 31, 2024/change of control/involuntary termination without cause | Converts 1:1; increased to 2.5:1 upon achieving FFO ≥ $1.05 for FY2023 (achieved) | FFO per share target ($1.05) |
| Class R OP Units Grant Valuation | 2021 | — | — | Grant-date fair value $1,631,275 (NAV $23.03 less illiquidity discount) | |
| Class X OP Units | 2025-02-03 | 65,000 | Time-based vesting on 2027-02-03; accelerates upon termination without Cause, resignation for Good Reason, death, or Change in Control (with release) | Converts to Class C OP Units upon vesting subject to capital account parity; carries voting rights akin to Class C; entitled to distributions during vesting |
Options: No stock options granted in 2024; the company did not grant options or similar awards during 2024 .
Equity Ownership & Alignment
| As of | Common Shares | % of Common | Class C OP Units | Class X OP Units (Unvested) | Fully Diluted Ownership % | Pledging/Hedging |
|---|---|---|---|---|---|---|
| 2025-04-01 | 115,580 | 1.1% | — | 65,000 (vests 2027-02-03) | 1.4% (on 12.56M FD shares) | No pledging; hedging prohibited by policy; 10b5-1 plans permitted; quarterly blackout periods apply |
Vested vs. unvested: No outstanding stock awards at FY-end 2024; Class X OP Units granted Feb 2025 are unvested until 2027 .
Employment Terms
- Start/tenure: CFO since April 2018; Secretary since September 2019 .
- Insider trading policy: Hedging prohibited; 10b5-1 compliant plans allowed; scheduled quarterly blackout windows post-quarter end until first full trading day after earnings release; event-specific blackouts may apply .
- Change-of-control and severance: Class X OP Units vest in full upon termination without Cause or for Good Reason (with release), death, or Change in Control; cash severance multiples not disclosed in proxy .
- Clawbacks: Awards subject to reduction/cancellation/recoupment for violations (e.g., non-compete, non-solicit, confidentiality), overpayments, and to comply with applicable clawback laws .
- 280G/4999: Excise tax cutback mechanism (no tax gross-up); payments reduced to avoid excess parachute excise taxes if after-tax value is higher .
Pay Versus Performance (Company Context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $51.52 | $135.38 | $115.53 |
| Company Reported Net Income (Loss) ($000) | (4,511) | (8,696) | 6,493 |
| Company Selected Measure: AFFO ($000) | 16,634 | 14,672 | 14,788 |
Performance Compensation Detail (Structure vs Metrics)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| FFO per share (Class R OP Units) | Not disclosed | ≥ $1.05 (FY2023) | Achieved | Conversion ratio increased to 2.5:1 | Vested Mar 31, 2024 |
| AFFO (company-level performance indicator) | Disclosure (context) | N/A | $14.8M (2024) | N/A | N/A |
Investment Implications
- Alignment: Pacini’s equity awards are tied to enterprise performance (FFO-based Class R conversion was achieved) and long-duration Class X OP Units vesting in 2027 supports retention; voting and distribution features on Class X OP Units further align incentives .
- Selling pressure: No outstanding equity awards at FY-end 2024; 2025 Class X OP Units are unvested until 2027 with acceleration only under specific termination/CoC triggers—limiting near-term vest-related selling pressure .
- Governance risk: Hedging prohibited and no pledging of shares; clawback and 280G cutback provisions reduce shareholder-unfriendly risks (no golden parachute gross-ups) .
- Pay-for-performance: CFO cash comp targeted around peer median with modest base salary; equity incentives historically linked to FFO and structured via OP units rather than options (lower risk of option repricing) .
- Track record: Company TSR rebounded sharply in 2023 and moderated in 2024; net income turned positive in 2024 while AFFO remained stable—supporting credibility of the performance framework that drove prior award vesting .