Thomas Nolan Jr.
About Thomas H. Nolan, Jr.
Thomas H. Nolan, Jr. (age 67 as of April 24, 2025) is Modiv Industrial’s independent Chairman of the Board, having served as a director since January 2019 and appointed Non-Executive Chairman in September 2024; he also chairs the Audit Committee and sits on the Compensation and Nominating & Corporate Governance Committees . He holds a B.B.A. from the University of Massachusetts, Amherst, and the Board has determined he is independent under NYSE rules and an “audit committee financial expert” under SEC requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit Realty Capital (NYSE: SRC) | Chairman & CEO | Sep 2011 – May 2017 | Led company as public REIT chief executive |
| General Growth Properties (GGP) | President (Oct 2008–Dec 2010); COO (Mar 2009–Dec 2010); Director (2005–2010) | 2005 – 2010 (board); 2008 – 2010 (executive) | Senior team led GGP’s reorganization: restructured $15.0B project-level debt, paid pre-petition creditors in full, secured $6.8B equity commitments |
| Loreto Bay Company | Principal & CFO | Jul 2004 – Feb 2008 | Real estate development finance leadership |
| AEW Capital Management | Various roles; Head of Private Equity Investing; President & Sr. Portfolio Manager, AEW Partners Funds | 1984 – 2004 (AEW); 1998 – 2004 (AEW Partners Funds) | Private equity real estate investing leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elme Communities (NYSE: ELME) | Director | Since 2015 | Public REIT directorship |
| ConstructionBevy (real estate tech startup) | President; Director | President since Apr 2021; Director since Apr 2022 | Executive/operator at private startup |
| General Growth Properties (GGP) | Director (prior) | 2005 – 2010 | Board role during restructuring era |
Board Governance
- Board leadership: Independent Chairman (Nolan); no Lead Independent Director given the independent chair structure .
- Independence: 4 of 5 current directors are independent (including Nolan) under NYSE standards .
- Board/committee activity: Board met 7 times in 2024; each director attended ≥75% of aggregate Board and committee meetings; four directors attended the 2024 annual meeting held Dec 11, 2024 .
- Risk oversight: Audit (financial reporting, internal control, cybersecurity, legal/regulatory), Compensation (executive/director pay), Nominating & Corporate Governance (board composition, self-evaluation, related-party reviews) .
| Committee | Role of Thomas H. Nolan, Jr. | Members | 2024 Meetings |
|---|---|---|---|
| Audit | Chair | Nolan (Chair), Christopher Gingras, Connie Tirondola | 4 |
| Compensation | Member | Gingras, Nolan, Kimberly Smith (Chair) | 2 |
| Nominating & Corporate Governance | Member | Tirondola, Nolan, Smith (Chair) | 2 |
Note: Role concentration — Nolan serves as Independent Chairman, Audit Chair, and member of both Compensation and Nominating committees — can centralize oversight; the Board nevertheless affirms all three committees are entirely independent .
Fixed Compensation
- Structure (2024): Non-employee directors receive a $90,000 annual retainer (payable in cash and/or stock at director’s election); Non-Executive Chairman receives an additional $2,500 per month (paid quarterly); committee chair fees are $10,000 per committee (paid in stock) .
- 2024 director compensation (Nolan): $40,000 cash, $60,000 stock, total $100,000 .
| Director | Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Thomas H. Nolan, Jr. | 2024 | 40,000 | 60,000 | 100,000 |
Performance Compensation
- Director equity modality: Equity for non-employee directors is in the form of common stock; 2024 director share issuances were restricted securities in private transactions under Section 4(a)(2), and the company has not agreed to register such shares; no options disclosed for directors .
- No performance metrics specific to director equity awards are disclosed; equity mix is elective and committee chair fees are paid in stock .
Recent equity awards and open-market purchases by Nolan (signals of alignment):
Pattern: Small open-market purchases in Q1 2024 followed by recurring quarterly stock awards, increasing ownership over time (director-level alignment signal) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Elme Communities (NYSE: ELME) | REIT (residential/multifamily) | Director (since 2015) | Different property focus vs. MDV’s industrial net lease; no related-party transactions disclosed in MDV proxy . |
| ConstructionBevy (private) | Real estate technology | President; Director | Private startup; no related-party transactions disclosed in MDV proxy . |
Expertise & Qualifications
- Board determined Nolan is an “audit committee financial expert”; all Audit Committee members are financially literate .
- Deep REIT and restructuring background (Spirit Realty CEO/Chair; GGP reorganization leadership involving $15.0B debt restructure and $6.8B equity commitments) .
- B.B.A., University of Massachusetts, Amherst .
Equity Ownership
| Holder | Shares of Common Stock Beneficially Owned | % of Common | OP Units (Class C) | OP Units (Class X) | Pledged? |
|---|---|---|---|---|---|
| Thomas H. Nolan, Jr. | 25,937 | <1% | — | — | None of directors’/officers’ shares are pledged |
- Basis and date: Ownership as of April 1, 2025; 10,073,032 common shares outstanding .
- Hedging/pledging: Directors and executive officers are prohibited from hedging; shares of directors/officers are not pledged .
Governance Assessment
- Strengths: Independent Chairman; Nolan meets SEC “financial expert” criteria and chairs an all-independent Audit Committee; board/committee meeting cadence with director attendance at or above the 75% threshold; hedging prohibited and no pledging disclosed; director equity grants and small open-market purchases indicate skin-in-the-game .
- Monitoring areas: Role concentration (Independent Chairman also chairs Audit and serves on Compensation and Nominating); while permitted and fully independent, some investors prefer distributing committee chairs to reduce key-person concentration risk .
- Related-party and conflicts: Nominating & Corporate Governance Committee reviews/approves related-party transactions; the proxy does not list director-specific related-party transactions; no officer/director had a special interest in the reverse split proposal beyond all stockholders .
- Director compensation structure: Balanced cash/equity with additional fee for Non-Executive Chairman; chair fees paid in stock support alignment; no options or performance-conditioned director equity disclosed .
Appendix: Committee Reports/Context
- Audit Committee report signed by Nolan as Chair (recommended inclusion of 2024 audited financials in 10-K) .
- Audit firm and fees: Grant Thornton auditor; 2024 audit fees $466,779 (vs. $459,968 in 2023) .
Citations
Form 4 transaction sources (SEC EDGAR URLs as listed in the Performance Compensation table).