Laurent Degryse
About Laurent Degryse
Laurent Degryse is an independent director of PCOK, serving since 2021 (age 58 as of March 28, 2025) and chairing the Conflicts Committee since September 2021; he is also a member of the Audit Committee . He has 20+ years of real estate development and investment experience focused on Belgium, is a partner at American Discovery Capital, founded Urbis Development (Luxembourg), and holds a Master in Business Engineering from Solvay Business School (University of Brussels) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urbis Development (Luxembourg) | Founder; Managing Director | Founded 2002; joint ventured into “Herpain Urbis” in 2008 | Led development platform; joint venture formation with Herpain SA |
| Hunza Ventures / Hunza Management (Luxembourg) | Managing Director / Managing Partner | Dec 2007 – Dec 2015 | Venture investments in tech & life sciences; supervisory board roles in affiliated funds |
| SoftKinetic International SA | Chairman of the Board | 2008 – 2015 | Oversight of strategy/execution (3D vision/gesture tech) |
| Herpain Urbis Retail; Herpain Urbis; Herpain Enterprise (Belgium) | Director | 2008 – 2015; 2007 – 2013; 2008 – 2013 | Real estate development and construction oversight |
| Urbis SCA | Supervisory Board Member | Mar 2007 – Mar 2012 | Governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Discovery Capital | Partner (private equity) | “For the past eight years” as of 2025 | Private equity investing; self-employed investor |
| Hunza Ventures II SCA SICAR | Supervisory Board Member | Current (as disclosed) | Oversight of venture fund raised by Hunza Ventures |
| MOCA (Museum of Contemporary Art, Los Angeles) | Board of Trustees Member | Not disclosed | Finance and Audit Committee membership |
| Pacific Oak Strategic Opportunity REIT II | Independent Director | Apr 2014 – Oct 2020 | Independent oversight; predecessor/affiliate REIT board experience |
Board Governance
- Independence: The board determined Mr. Degryse is “independent” under NYSE rules; a majority of directors and all Audit and Conflicts Committee members are independent .
- Committee assignments: Conflicts Committee (Chair); Audit Committee (Member) .
- Meetings and attendance: 2024 board met 8 times (6 unanimous consents); Audit Committee held 4 meetings (1 unanimous consent); Conflicts Committee held 7 meetings and acted jointly with PORT’s board on 2 occasions. Each director attended at least 75% of applicable board and committee meetings in 2024 .
- Board leadership: Separate Chair (McMillan) and CEO (Hall); no lead independent director policy (independents actively involved) .
- Risk oversight: Board reviews liquidity, credit, operations, cybersecurity, compliance, and performance variances at least quarterly; Audit Committee oversees financial reporting/internal controls and auditor independence; Conflicts Committee oversees independence of independent directors and advisor/affiliate conflicts .
| 2024 Governance Activity | Count/Status |
|---|---|
| Board meetings | 8 meetings; 6 unanimous consents |
| Audit Committee | 4 meetings; 1 unanimous consent |
| Conflicts Committee | 7 meetings; 2 joint actions with PORT board |
| Attendance | ≥75% for each director |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Director “Fees Earned or Paid in Cash” – L. Degryse | $127,000 |
| Includes PORT board annual compensation | $10,000 included |
| Director Fee Schedule (Independent Directors) | Rate |
|---|---|
| Annual retainer | $40,000 |
| Board meeting (in-person) | $2,500 per meeting |
| Audit/Conflicts/Special committee meeting (member) | $2,500 per meeting |
| Audit/Conflicts committee meeting (chair) | $3,000 per meeting |
| Teleconference board meeting | $2,000 per meeting |
| Teleconference audit/conflicts/special (member) | $2,000 per meeting |
| Teleconference audit/conflicts (chair) | $3,000 per meeting |
Notes:
- Director compensation is cash-only; independent directors receive an additional $10,000 annually for service on the PORT board; Degryse’s 2024 total reflects this .
Performance Compensation
| Element | Status/Detail |
|---|---|
| RSUs/PSUs (annual grants) | None disclosed for directors |
| Stock options | Company states it does not currently grant stock options |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable (no equity/performance awards disclosed for directors) |
| Hedging policy | No hedging policy in place for officers and directors at this time (governance risk) |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Pacific Oak Strategic Opportunity REIT II | Public reporting REIT (merged) | Independent Director | Apr 2014 – Oct 2020 | Prior independent directorship; organizational affinity with PCOK |
| Pacific Oak Residential Trust, Inc. (PORT) | Wholly owned subsidiary | Board service (compensation) | Ongoing | Independent directors receive $10,000 annually; included in 2024 total |
- Interlocks/conflicts context: PCOK is externally advised by Pacific Oak Capital Advisors, which is controlled by CEO Hall and Chair McMillan; the Conflicts Committee (chaired by Degryse) supervises advisor performance/compensation and approves affiliate transactions . In Feb 2025 PCOK entered an $8.0 million unsecured loan with its advisor at 12% interest (maturing May 27, 2025; extendable); the Conflicts Committee determined related-party transactions described were fair and reasonable .
Expertise & Qualifications
- Real estate development and investment expertise (20+ years; Belgium/Europe focus); founder/operator experience (Urbis Development; Herpain Urbis JV) .
- Venture and technology investment governance (Hunza Ventures supervisory boards; SoftKinetic chair) .
- Non-profit governance and financial oversight (MOCA trustee; Finance and Audit Committee member) .
- Education: Master in Business Engineering, Solvay Business School, University of Brussels .
- Audit Committee member with significant financial/accounting experience designation at the committee level (committee includes an SEC-defined financial expert) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Pledged |
|---|---|---|---|
| Laurent Degryse | — (none reported) | — | Not applicable (no shares) |
| All directors & executive officers as a group | 3,404,963 (via Willowbrook Capital Group LLC and GKP Holding LLC) | 3.31% | None of these shares are pledged |
Additional ownership context:
- 5% holder: Comrit Investments 1, L.P. et al. – 5,334,319 shares (5.18%) as of Feb 11, 2025 .
- REIT ownership limits: 9.8% common stock and aggregate capital stock ownership limits, with automatic transfer to trust for violations; board may grant exceptions subject to conditions .
Governance Assessment
Strengths
- Independent director and Conflicts Committee Chair since 2021; active role overseeing advisor relationships and related-party transactions; clear charter authority to select independent advisors and approve key matters (including advisor compensation and certain expenses) .
- Robust committee activity and board oversight cadence (quarterly risk reviews; multiple committee meetings in 2024); separation of Chair and CEO roles supports checks and balances .
- Attendance met threshold (≥75%) in 2024; participation on Audit Committee that reviewed 2024 audited financials and auditor independence .
Risks and potential red flags
- Zero reported beneficial ownership for Degryse as of March 28, 2025, indicating limited equity alignment/“skin in the game” relative to typical director ownership expectations .
- No hedging policy for officers/directors, which can undermine alignment in some governance frameworks; also company does not grant options (no timing policy relevant) .
- Externally advised structure with advisor controlled by two executive directors (Hall and McMillan); independent director compensation is determined by the Conflicts Committee based on recommendations from the advisor—introducing structural conflicts that require rigorous Conflicts Committee oversight (which Degryse chairs) .
- Related-party financing: $8.0 million unsecured loan from the advisor at 12% interest in Feb 2025; though vetted by the Conflicts Committee, such arrangements can raise perceived conflict concerns and merit scrutiny on terms and necessity .
Implications for investors
- Degryse’s role as Conflicts Committee Chair is pivotal in mitigating the inherent conflicts of an external-advisor model; effectiveness depends on sustained independence, active monitoring of advisor fees/terms, and transparent reporting .
- Lack of director equity and hedging policy may be viewed negatively by governance-sensitive investors; engagement on ownership guidelines or voluntary share accumulation could improve alignment optics .