Richard J. Pinola
About Richard J. Pinola
Richard J. Pinola, age 79, serves as NLOP’s Lead Independent Trustee (since 2023) and Chair of the Audit Committee; the Board has designated him its “financial expert.” He also sits on the Compensation and Nominating & Corporate Governance Committees. Pinola is a licensed Certified Public Accountant and became CEO of GWR Medical, Inc. in January 2025, following senior leadership roles at Right Management Consultants and Penn Mutual Life Insurance Company and an early career at PriceWaterhouse & Co. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GWR Medical, Inc. | Chief Executive Officer | Since Jan 2025 | Current operating role; healthcare wound care focus (private) |
| Fortuna Capital Advisors | Co-Founder & Principal | 2008–Jul 2023 | Alternatives investing background |
| Right Management Consultants | Director; CEO; Chair | Director 1990–2004; CEO 1992–2004; Chair 1994–2004 | Public company CEO/Chair experience |
| Penn Mutual Life Insurance Company | President & COO | 1988–1991 | Insurance operating leadership |
| PriceWaterhouse & Co. (now PwC) | Professional | 1967–1969 | CPA foundation |
External Roles
| Organization | Role | Tenure | Public/Private/Nonprofit |
|---|---|---|---|
| GWR Medical, Inc. | Director | Since 2017 | Private board |
| Visiting Nurse Society (Philadelphia, PA) | Director | Since 2013 | Nonprofit board |
| Corporate Property Associates 18 – Global Inc. | Director (former) | 2013–Aug 2022 | Former public non-traded REIT program board |
| Corporate Property Associates 17 – Global Inc. | Director (former) | 2010–2018 | Former public non-traded REIT program board |
| Bankrate | Director (former) | 2004–2009; 2011–2017 | Former public company board |
| Current public company boards | — | — | None |
Board Governance
- Independence and roles: The Board determined Pinola is independent under NYSE standards; he is Lead Independent Trustee and chairs Audit while serving on Compensation and Nominating & Corporate Governance. The Board designated him “financial expert.” .
- Committee structure and activity (2024): Audit (Chair Pinola; 4 meetings), Compensation (2), Nominating & Corporate Governance (2); Board held 4 meetings; each trustee attended at least 75% of Board and relevant committee meetings. .
- Oversight focus: Audit Committee engages/oversees PwC, reviews financial statements/controls, administers related-person transaction policy, and oversees risk, including cybersecurity. Pre-approval of audit/non-audit services is required; the Chair (Pinola) may pre-approve between meetings. .
- Structural conflicts context: NLOP is externally managed by W. P. Carey affiliates; NLOP paid $11.4 million in 2024 fees under the advisory agreements. The Audit Committee oversees reimbursements and related-party policies. Jason Fox (NLOP Chair/CEO) is also W. P. Carey’s CEO/President. .
- Shareholder engagement signals: Lead Trustee can be contacted via the Corporate Secretary; proxy access (3/3/20/20), declassification starting 2027; opted out of MUTA; no poison pill. .
Fixed Compensation (Director)
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $200,000 | All non-employee trustees |
| 2024 | Lead Independent Trustee fee | $20,000 | Additional cash fee |
| 2024 | Audit Committee Chair fee | $15,000 | Additional cash fee |
| 2024 | Total cash (Pinola) | $235,000 | Matches 2024 director compensation table |
| 2024 | Stock awards | $0 | No 2024 stock awards for directors |
Performance Compensation (Director)
| Award/Metric | Terms | Vesting/Performance Conditions | Value/Shares |
|---|---|---|---|
| Initial RSU grant (Spin-off) | One-time RSU grant to independent trustees on/about Nov 2, 2023 | Vested Nov 2, 2024; ownership guideline requires holding the initial 9,551 RSUs until separation of service | $100,000 grant-date value; 9,551 RSUs |
| Ongoing performance metrics (director pay) | Not disclosed for directors | No PSUs/options reported; no director performance metrics disclosed | N/A |
Note: NLOP does not grant equity or pay cash compensation to NEOs; it pays fees to its external advisor. Clawback policy applies to NEO incentive pay upon restatements; not applicable to director cash retainers. .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Prior public boards | Bankrate; Corporate Property Associates 17 & 18 programs |
| Interlocks | Compensation Committee disclosed no interlocks or insider participation issues in 2024. |
| Potential competitive interlocks | None disclosed with NLOP tenants/suppliers; primary structural related party is external advisor W. P. Carey (monitored by Audit Committee). |
Expertise & Qualifications
- CPA; audit committee financial expert; deep financial reporting and internal controls oversight experience. .
- Public-company CEO/Chair tenure (Right Management Consultants) and operating leadership (Penn Mutual). .
- Capital markets/alternative investments experience (Fortuna Capital). .
Equity Ownership
| As-of Date | Beneficial Ownership (# shares) | % of Class | Notes |
|---|---|---|---|
| Apr 14, 2025 | 12,164 | <1% | As reported in Security Ownership table |
| Sept 24, 2025 (post-transaction) | 13,220.74 | — | After open-market purchase of 1,012 sh at $29.4882; Form 4 post-transaction holdings |
| Ownership guidelines | Must hold initial 9,551 RSUs until separation; independent trustees in compliance | — | Alignment mechanism in lieu of ongoing director equity grants |
| Pledging | None indicated | — | Proxy states no pledged shares in the security ownership section context |
Recent Insider Transactions (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-09-24 | Open market purchase | 1,012 | $29.4882 | 13,220.74 | |
| 2024-11-02 | Exempt (DER conversion) | 136 | — | 12,164 | |
| 2024-11-02 | Return of DER | (136) | — | 0 (for DER line) | |
| 2024-01-19 | DER award | 136 | — | 136 (DER line) | |
| 2024-01-19 | Other | 5 | — | 9,962 | |
| 2023-11-03 | Initial RSU/common grant | 9,551 | — | 9,957 | |
| 2023-11-01 | Form 3 | — | — | 406 |
Governance Assessment
- Strengths
- Independent Lead Trustee and Audit Chair with CPA credentials and “financial expert” designation; active committee load across Audit, Compensation, and Nominating & Governance. This supports board oversight quality and financial reporting rigor. .
- Clear related-party approval procedures; Audit Committee oversight of reimbursements to the external advisor and authority to pre-approve auditor services (with Chair delegation). .
- Director ownership alignment via mandatory hold of initial 9,551 RSUs until separation; insider open-market purchase in Sept 2025 further enhances skin-in-the-game. .
- Watch items / potential conflicts
- Externally managed REIT structure with significant advisory fees to W. P. Carey and shared leadership at the advisor level creates inherent conflict risk; mitigants include independent board majority, Pinola’s Audit Chair role, and formal related-party transaction policies. .
- Attendance and engagement
- Board reports each trustee attended ≥75% of Board/committee meetings in 2024; Board met four times; Audit met four times. Indicates baseline engagement; individual rates not disclosed. .
- Director compensation alignment
- 2024 director comp for Pinola was 100% cash ($235k) with role-based premia (Lead Independent + Audit Chair). Equity alignment comes from the 2023 one-time RSU grant and holding requirement rather than ongoing equity awards. .
No RED FLAGS identified related to low attendance, pledging, option repricing, or disclosed related-party transactions involving Mr. Pinola personally. Structural related-party dynamics relate to the external advisory model and are under Audit Committee oversight. .