David Weinstein
About David Weinstein
David Weinstein, 58, has served on NLCP’s board since August 2019 and was NLCP’s Chief Executive Officer from August 2020 to July 2022. He holds a B.S. in Economics (magna cum laude) from The Wharton School and a J.D. (cum laude) from the University of Pennsylvania Law School; he is a member of the New York State Bar Association. His background spans REIT leadership (CEO/President of MPG Office Trust), real estate investment (Belvedere Capital), investment banking and special situations at Goldman Sachs, and board roles at public companies (Leisure Acquisition Corp., Forestar Group) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NLCP | Chief Executive Officer | Aug 2020 – Jul 2022 | Led transition; received final severance payment of $700,000 on Jul 15, 2023 |
| Belvedere Capital | Partner | 2008–2013; 2016–2020 | Focused on Industry City redevelopment in Brooklyn |
| Leisure Acquisition Corp. (Nasdaq SPAC) | Director | Dec 2017 – Jun 2021 | Public board service |
| Forestar Group, Inc. (NYSE) | Director | Feb 2015 – Aug 2016 | Public board service |
| MPG Office Trust, Inc. (NYSE REIT) | Director (from 2008), President & CEO | CEO: 2010–2013 | Led company until sale in 2013 |
| Westbridge Investment Group/Westmont Hospitality | Managing Director | 2007–2008 | Hospitality-focused fund |
| Goldman Sachs | Real Estate IB; Special Situations Group | 1996–2007 | M&A, asset sales, corporate finance; real estate debt investments |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Sunset Park maritime port partnership | Advisor | Focused on development of a 74-acre maritime port in Brooklyn |
Board Governance
- Independence: NLCP’s board determined five directors are independent; Weinstein is not listed as independent (prior CEO) .
- Committee assignments (2024): Member – Investment; ESG .
- Effective June 5, 2025: Chair – Investment; Member – ESG; Board member continues .
- Attendance: Board met 12 times in 2024; committees met Audit (4), Nominating (5), Compensation (4), ESG (4), Investment (3). All directors attended at least 75% of their meetings in 2024; Weinstein met the threshold .
- Governance practices: Independent chair separate from CEO; regular executive sessions of independent directors; anti-hedging and anti-pledging policies for directors; clawback policy adopted (Rule 10D-1) for incentive compensation as applicable .
Fixed Compensation
| Year | Cash Fees (USD) | Equity (RSUs) Grant-Date Fair Value (USD) | Notes |
|---|---|---|---|
| 2024 | $53,000 | $60,000 | RSUs vest 100% on earlier of first anniversary or 2025 Annual Meeting; directors (except CEO) may elect RSUs in lieu of cash |
- Director compensation program highlights:
- Base annual cash retainer: Chair of Board $60,000; non-employee directors $40,000 .
- Committee chair retainers (2024): Audit $17,500; Compensation $12,500 (rising to $15,000 effective June 5, 2025); ESG $11,500 (declining to $10,000); Nominating $7,500 (rising to $10,000); Investment co-chairs $8,750, moving to single chair $10,000 .
- Committee member retainer: $10,000 if serving on two or more committees (non-chair) .
- Meeting fees: $1,500 for each board or committee meeting beginning with the 11th meeting per annum .
- RSU elections: Directors (except CEO) can elect RSUs in lieu of cash; vested RSUs are not convertible to common until director separation, supporting long-term alignment .
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Director Equity | RSUs with time-based vesting | None; RSUs vest based on service, not performance |
| Options | None granted to directors in 2024 | N/A; company does not plan appreciation-based awards for employees in 2024; director equity is RSU-based |
NLCP does not tie director compensation to operating or market performance metrics (e.g., revenue, EBITDA, TSR) for Weinstein; his director equity is time-based RSUs .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure |
|---|---|---|---|
| Leisure Acquisition Corp. | Public (Nasdaq) | Director | Dec 2017 – Jun 2021 |
| Forestar Group, Inc. | Public (NYSE) | Director | Feb 2015 – Aug 2016 |
| MPG Office Trust, Inc. | Public (NYSE) | Director; later President & CEO | Director from 2008; CEO 2010–2013 |
- Investor Rights Agreement-driven nominations exist for other directors (HG Vora, Pangea, West Stockholders) but not for Weinstein, limiting potential nomination interlocks tied to major holders .
Expertise & Qualifications
- Real estate REIT leadership, investment banking, special situations experience; oversight of large redevelopment (Industry City) .
- Financial, legal credentials: Wharton B.S. (Finance), Penn Law J.D.; NY State Bar membership .
- Board experience across SPAC and REIT sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition Details |
|---|---|---|---|
| David Weinstein | 53,767 | <1.0% | Includes 10,397 vested RSUs; 3,117 RSUs scheduled to vest 100% on Jun 5, 2025, subject to continued service |
- Pledging/Hedging: No shares beneficially owned by any executive officer or director have been pledged; anti-hedging and anti-pledging policies apply to directors .
Governance Assessment
- Independence and role: Weinstein is not independent per NLCP’s determinations, yet becomes Chair of the Investment Committee effective June 5, 2025, a potential governance concern for investment decision oversight given prior CEO tenure. Mitigants include independent board chair, committee structures, and annual evaluations, but investors should monitor decision-making transparency and committee processes for conflicts .
- Attendance and engagement: Meets ≥75% attendance threshold; board/committee cadence indicates active governance. Continued participation on ESG committee supports oversight of sustainability and stakeholder communications .
- Compensation alignment: Moderate cash fees and RSU-based director pay with deferred conversion until separation create long-term alignment; absence of performance metrics for directors reduces pay-for-performance sensitivity but is standard for boards .
- Conflicts/Related party: No related-party transactions disclosed involving Weinstein; robust Related Party Transaction Policy requires audit committee approval and recusal . Prior severance as CEO ($700,000 final payment in 2023) is historical and not ongoing; Section 16(a) administrative amendment noted—minor filing timeliness flag .
- Shareholder oversight: Emerging growth/smaller reporting status exempts NLCP from say-on-pay votes, limiting direct shareholder feedback on compensation structures; engagement via proxy processes and investor rights agreement remains important .
RED FLAGS
- Not independent while chairing Investment Committee effective June 5, 2025—monitor for potential conflicts in capital allocation and transactions .
- Section 16(a) amended Form 4 to correct an administrative error for Weinstein (Oct 17, 2024)—filing process control vigilance recommended .
Insider Filings (Section 16(a))
| Item | Person | Date | Note |
|---|---|---|---|
| Amended Form 4 | David Weinstein | Oct 17, 2024 | Corrected administrative error from Aug 23, 2024 filing |
Committee Assignments Snapshot
| Period | Audit | Nominating & Governance | Compensation | Investment | ESG | Notes |
|---|---|---|---|---|---|---|
| 2024 | — | — | — | Member | Member | Board held 12 meetings; Weinstein ≥75% attendance |
| Effective Jun 5, 2025 | — | — | — | Chair | Member | Investment committee chair transition detailed |
Director Compensation Details (Program)
| Component | Amount (USD) | Effective Date |
|---|---|---|
| Board Chair retainer | $60,000 | Program established; ongoing |
| Non-employee director retainer | $40,000 | Program established; ongoing |
| Audit Chair | $17,500 | Ongoing |
| Compensation Chair | $12,500 → $15,000 | Increase effective Jun 5, 2025 |
| ESG Chair | $11,500 → $10,000 | Change effective Jun 5, 2025 |
| Nominating Chair | $7,500 → $10,000 | Increase effective Jun 5, 2025 |
| Investment Chair | $8,750 (each co-chair) → $10,000 (single chair) | Change effective Jun 5, 2025 |
| Multi-committee member (non-chair) | $10,000 | Ongoing |
| Meeting fees (board/committee) | $1,500 per meeting from 11th meeting | Ongoing |
| RSU grant (typical) | $60,000 fair value | 2024 director grants |
Related-Party & Policies
- Related Party Transaction Policy requires audit committee approval; interested directors recuse from votes .
- Investor Rights Agreement provides nomination rights to certain holders (HG Vora, Pangea, West Stockholders); current 2025 nominees include Carr and Johnson (HG Vora), Martay (Pangea), and Rollman (West Stockholders) .
- Anti-hedging and anti-pledging policy for directors; Insider Trading Policy prohibits short-term/speculative transactions .
Say-on-Pay & Shareholder Feedback
- NLCP is an “emerging growth company” and “smaller reporting company” and is exempt from say-on-pay and say-on-frequency advisory votes under Schedule 14A .
Equity Compensation Plan Context
- RSUs and PSUs under 2021 Plan; directors receive RSUs; PSUs apply to executives with performance hurdles (relative TSR and absolute stock price CAGR) over three-year periods; Plan runs through Aug 12, 2031 .
Governance Assessment
- Weinstein brings deep real estate and capital markets expertise beneficial for NLCP’s net lease cannabis REIT model; his leadership of the Investment Committee could strengthen underwriting rigor. However, his non-independent status warrants enhanced disclosure and continued monitoring of investment approvals to safeguard board objectivity. Attendance and RSU structure support engagement and long-term alignment; no pledging and anti-hedging reduce misalignment risks. Administrative Form 4 correction is minor but suggests maintaining strong internal controls for insider reporting .