Sherry Rexroad
About Sherry Rexroad
Sherry L. Rexroad, 59, became Executive Vice President and Chief Financial Officer of Piedmont Office Realty Trust on November 8, 2024 (employee start date October 1, 2024). She brings 30+ years across REITs, real estate finance, and capital markets; most recently CFO of STORE Capital and previously spent a decade at BlackRock Global Real Asset Securities as Global Head of Business Development, Co‑Global CIO, and Investment Committee Chair, and served on BlackRock’s Investment Stewardship Advisory Committee . As CFO, she oversees finance as well as information systems and cybersecurity risk management via Piedmont’s standing committee framework . Company performance in 2024 included: Core FFO per diluted share of $1.49 (vs. $1.74 in 2023), 2.431 million SF of leasing (highest since 2015), Same Store NOI (cash) +2.6%, and ~31% TSR (top‑quartile vs peers), with average net debt/Core EBITDA of 6.8x .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Piedmont Office Realty Trust (NYSE:PDM) | EVP & Chief Financial Officer | Nov 8, 2024–present | CFO; primary oversight for information systems/cybersecurity in enterprise risk program |
| STORE Capital | Chief Financial Officer | — | Public net-lease REIT CFO experience |
| BlackRock Global Real Asset Securities | Global Head of Business Development; Co‑Global CIO; Investment Committee Chair | ~10 years | Built and led global real asset securities team; led ESG scoring development integrated into investing |
| Aviva Investors; ING Clarion Real Estate Securities; AEW Capital Management; U.S. EPA; U.S. GSA | Various roles | — | Real estate investing/operations and public sector experience |
External Roles
| Organization | Role | Years | Committees/Notes |
|---|---|---|---|
| Apartment Investment and Management Company (AIMCO) (NYSE:AIV) | Director | Current | Audit; Compensation & Human Resources; Nominating, ESG; Investment Committees |
| Nareit | Advisory Board of Governors | — | First investor elected to Advisory Board of Governors |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 475,000 | 100% | 475,000 | 139,840 | Target bonus equals 100% of salary per STIC design; payout prorated for Oct 1, 2024 start; pool achieved 118% of target |
| 2024 Salary actually paid | 122,143 | — | — | — | Partial year cash salary reported |
| Other 2024 cash comp | — | — | — | — | $50,000 relocation; $3,094 401(k) match |
Performance Compensation
Short‑Term Incentive (STIC) – 2024 metrics and outcomes
| Metric | Weighting | Target | Actual | Payout effect |
|---|---|---|---|---|
| Core FFO/share vs budget | — | $1.48 | $1.49 | Contributed to above‑target pool (metric achieved) |
| Net Debt / Core EBITDA (x) vs budget | — | 6.8x | 6.8x | At target |
| Same Store NOI (cash) YoY | — | 0.75% | 2.6% | Above target |
| Leasing volume – New SF (000s) | — | 900 | 1,014 | Above target |
| Leasing volume – Renewal SF (000s) | — | 750 | 1,379 | Above target |
| Strategic Priorities (incl. ESG) | — | Qualitative | Target | At target |
| Total STIC pool payout | — | 100% | 118% | Committee approved ~118% payout; Ms. Rexroad prorated to $139,840 |
Notes: 85% of STIC opportunity tied to quantitative plan metrics; committee reserves downward discretion .
Long‑Term Incentive (LTIC)
| Component | Grant/Target | Instrument | Plan mechanics | Vesting |
|---|---|---|---|---|
| 2024 LTIC (on hire) | $600,000 | Deferred Stock Units (DSUs), 60,606 sh (10/1/2024) | Time‑based equity under 2007 Omnibus Plan | 25% per year over 4 years beginning 1st anniversary; 12‑month post‑vest holding policy for SVP+ |
| 2024 Performance Share Program | N/A (per offer terms) | — | — | — |
| 2025 LTIC target (per offer) | $950,000 | 60% Performance Shares; 40% DSUs | PSUs earned on 3‑yr relative TSR vs peer group; 0–200% payout with negative absolute TSR modifier (up to -30% over‑target) | PSUs cliff at end of 3‑yr period; DSUs time‑based |
Performance Share Program status (for reference companywide): 2022–24 paid at 80% (40th percentile); 2023–25 tracking ~93% (47th percentile est.); 2024–26 tracking 200% (80th percentile est.) as of 12/31/24 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 0 shares as of Feb 28, 2025 (0.00% of 124,408,011 shares outstanding) |
| Unvested equity | 60,606 DSUs (market value $562,121 at 12/31/24) |
| Options | None; company has not granted options to NEOs |
| Pledging/Hedging | Prohibited by insider trading policy; none pledged by officers/directors |
| Ownership guidelines (CFO) | Lesser of 3x salary or 75,000 shares; Ms. Rexroad not yet met (new hire) |
| Holding period | 12‑month post‑vest holding requirement for SVP+ |
| Stock vested in 2024 | None for Ms. Rexroad (first grant in Oct 2024) |
Implication: Current beneficial ownership is de minimis; guideline compliance is expected over time through vesting and potential future awards/purchases .
Employment Terms
| Term | Key provisions |
|---|---|
| Start dates | Employee start 10/1/2024; CFO since 11/8/2024 |
| Severance plan (non‑CIC) | For executive officers other than CEO: 1x (base salary + target annual bonus) cash; pro‑rated current‑year bonus; cash in lieu of 12 months COBRA multiplied by severance multiplier × 170%; time‑based equity vests; performance awards per LTIP terms |
| Severance plan (Change in Control) | Double‑trigger: if termination not for Cause or resignation for Good Reason within 3 months before or 24 months after a CIC: 2x (base + target bonus) cash for executive officers; pro‑rated bonus; COBRA cash as above; time‑based equity vests; performance awards convert to time‑based at target multiplied by greater of actual or target performance, then vest (and vest upon qualifying termination) |
| Restrictive covenants | 1‑year non‑compete; release requirement for benefits; no tax gross‑ups |
| Clawback | Dodd‑Frank/NYSE‑compliant clawback covering erroneously awarded incentive compensation |
| Hedging/pledging | Prohibited |
Performance & Track Record (Company context during initial tenure)
| Metric | 2024 | 2023 | Notes |
|---|---|---|---|
| Core FFO/share (diluted) | $1.49 | $1.74 | Decrease driven by higher interest expense from refinancing and asset sales/downtime |
| Same Store NOI (cash) | 2.6% | — | Four straight years of positive growth |
| Leasing volume | 2.431 million SF | — | Highest since 2015; strong cash/accrual rent roll-ups |
| Leased percentage (in‑service) | 88.4% | 87.1% | Year‑end 2024 vs 2023 |
| Average net debt / Core EBITDA (qtr) | 6.8x | 6.5x | As reported |
| TSR | ~31% | — | Top quartile vs peers in 2024 |
| 2025 Core FFO/share guidance | $1.38–$1.44 | — | Reflects full‑year higher interest expense and modest NOI growth |
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation emphasized equity at hire (DSUs $600k) with no 2024 PSUs; 2025 target introduces 60% performance‑based PSUs, increasing at‑risk pay tied to multi‑year TSR relative to peers .
- Pay‑for‑performance: STIC largely formulaic (quantitative goals derived from business plan) and paid at ~118% given leasing and NOI beat, while PSUs include both relative TSR peer comparison and an absolute TSR modifier (reduces above‑target payouts if absolute TSR is negative) .
- Governance features: Clawback, stock ownership guidelines, 12‑month post‑vest holding, prohibition on hedging/pledging, no tax gross‑ups, no option repricing .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~93% approval, indicating strong shareholder backing of the pay program .
Related Party Transactions and Red Flags
- Company discloses no reportable related‑party transactions with directors or executive officers; no option repricing or buyouts; hedging/pledging prohibited; no tax gross‑ups .
Equity Ownership & Vesting Schedules (Detail)
| Award | Grant date | Shares/Units | Fair value | Vesting |
|---|---|---|---|---|
| DSU (2024 LTIC) | 10/1/2024 | 60,606 | $600,000 | 25% per year over 4 years beginning on 1st anniversary (12‑month post‑vest holding) |
Outstanding unvested equity at 12/31/2024: 60,606 DSUs (market value $562,121) .
Investment Implications
- Alignment and retention: New‑hire equity plus ownership guideline (3x salary or 75,000 shares) should increase skin‑in‑the‑game over time; 12‑month post‑vest holding reduces near‑term selling pressure but creates medium‑term supply at vest + 12 months .
- Payout sensitivity: STIC is sensitive to operating execution (leasing, NOI, leverage), while PSUs are tied to 3‑year relative TSR with an absolute TSR modifier; this ties significant upside to peer‑relative performance while preventing windfalls in negative TSR environments .
- Retention and change‑in‑control economics: Double‑trigger CIC severance at 2x salary+bonus for CFO plus equity treatment (target conversion/vesting) supports retention during strategic events, without tax gross‑ups; 1‑year non‑compete mitigates competitive risk .
- Governance risk profile: Strong policies (clawback, anti‑hedging/pledging, ownership guidelines) and high say‑on‑pay approval suggest low governance friction; current zero beneficial ownership is a watch‑item until guidelines are met, though unvested DSUs are in place .
Sources: Piedmont Office Realty Trust 2025 DEF 14A (filed 3/21/2025) and Q4’24 Earnings 8‑K/Supplemental (filed 2/13/2025), as cited above.