Frederic Arndts
About Frederic Arndts
Independent director nominee (age 48) designated under PGRE’s Otto family stockholders agreement; expected to join the Board at the 2025 annual meeting. Arndts serves on the Management Board of CURA Vermögensverwaltung G.m.b.H. & Co., the Otto family’s asset management company, with responsibilities across corporate structuring, financing, investment optimization, and subsidiary oversight . He previously audited multinational corporations at Ernst & Young in Berlin, including a leading listed European real estate company, and passed the German Public Auditor exam; he holds an MBA in Business Administration from Humboldt University of Berlin with a focus on auditing, finance, and banking . The Board has affirmatively determined he is independent under NYSE standards, while noting his authority over certain Otto family entities through his current role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CURA Vermögensverwaltung G.m.b.H. & Co. | Member of the Management Board | Oct 2010 – present | Corporate structuring, financing, investment optimization, subsidiary control |
| Ernst & Young (Berlin) | Auditor, Multinationals | ≤2010 (prior to CURA) | Audited multinational corporations; exposure to leading listed European real estate company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy |
Board Governance
- Independence: Board determined Arndts is independent under NYSE listing standards, while explicitly considering his position managing certain Otto family business entities .
- Committee assignments: None indicated for the nominee; existing committee leadership—Audit (Chair: Paula Sutter), Compensation (Chair: Greg Wright), Nominating & Corporate Governance (Chair: Martin Bussmann), Investment & Finance (Chair: Albert Behler) .
- Attendance: Board held six meetings in FY2024; all directors met ≥75% attendance. Arndts was not yet a director, so no attendance data applies .
- Board structure/executive sessions: Lead Independent Director (Bussmann) presides over executive sessions of independent directors; responsibilities include approving agendas/schedules and liaising with Chair/CEO .
- Stockholder rights and policies: Majority voting with mandatory resignation policy; anti-hedging/anti-pledging; proxy access (3%/3yrs, up to 2 or 20% of Board); annual say-on-pay; director ownership guidelines .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Payable quarterly; director may elect to receive in equity under Director Compensation Plan |
| Lead Independent Director retainer | $50,000 | Additional to base retainer |
| Committee Chair fees | Audit: $25,000; Compensation: $20,000; NCG: $15,000 | Annual; payable quarterly |
| Committee member fee | $5,000 per committee (excl. Investment & Finance Committee) | Annual; payable quarterly |
| Annual equity grant | $120,000 value of T‑LTIP units or restricted stock; vests by next annual meeting/1 year | Granted at each annual meeting |
Director Ownership Guidelines: Independent directors must hold PGRE equity equal to ≥5× the cash-eligible portion of annual base retainer, to be achieved within five years of election; options and unearned performance LTIPs excluded .
Performance Compensation
| Equity Type | Vesting | Performance Link | Grant Value |
|---|---|---|---|
| T‑LTIP units or Restricted Stock (directors) | Time-based; vests by next annual meeting/1 year | None (time-based only) | $120,000 annual grant |
Directors do not receive performance-conditioned awards (e.g., PSUs) per the Director Compensation Plan; equity is time-based to encourage ownership alignment .
Other Directorships & Interlocks
| Entity | Nature | Detail | Governance Implication |
|---|---|---|---|
| Otto family stockholders agreement | Designation rights | Otto family may designate up to three director nominees; for 2025, Behler and Arndts designated | Potential influence/interlock; mitigated by independence determinations |
| Otto family ownership | Beneficial ownership | Otto Family Group holds ~15.3% of PGRE common stock | Alignment via skin-in-the-game; also control influence risk |
| Related-party business | Management agreements | PGRE provides property/asset management services to Otto family entities (e.g., Commercial National Bank Building) with fees disclosed | Ongoing related-party exposure overseen via approval policy |
No other public company boards for Arndts are disclosed in the proxy .
Expertise & Qualifications
- Auditing/Finance/Banking expertise; German Public Auditor credential (exam passed in 2010) .
- Real estate finance, investment planning, and asset management experience via CURA .
- Education: MBA (Business Administration) from Humboldt University of Berlin; studies focused on auditing, finance, banking .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Shares & Units Beneficially Owned (incl. OP/ LTIP units) | % of All Shares & Units |
|---|---|---|---|---|
| Frederic Arndts | 0 | * | 0 | * |
(*) Less than 1% .
Director anti-hedging and anti-pledging: Company policy prohibits hedging; pledging requires NCGC approval .
Governance Assessment
- Independence and committee readiness: The Board affirmatively identified Arndts as independent despite his senior role at CURA with authority over Otto family entities; this is a governance sensitivity requiring vigilant recusal from related-party considerations and robust committee oversight .
- Potential conflicts/interlocks (RED FLAG): Otto family’s designation rights and sizable ownership (15.3%) combined with CURA leadership could concentrate influence. PGRE’s formal Related Person Transaction policy and majority-independent committees help mitigate but investors should monitor transaction approvals and committee compositions for conflicts .
- Ownership alignment: Director equity grants and stringent ownership guidelines (≥5× retainer) plus anti-hedging/anti-pledging policies support alignment and reduce risk of misaligned incentives .
- Board effectiveness signals: The Board’s majority voting with mandatory resignation policy and active lead independent director strengthen oversight . However, context matters—2024 say‑on‑pay failed to receive majority support and the Board addressed investor feedback; indicates heightened investor governance scrutiny into compensation and board decisions (neutral-to-negative signal for confidence until stabilized) .
- Attendance/engagement: Arndts has no 2024 attendance record; Board overall met ≥75% attendance; ensure future disclosure reflects active engagement .
- Committee structure and ESG risk oversight: Audit Committee oversees enterprise and cybersecurity risk and certain environmental/social matters, which is positive for comprehensive oversight as Arndts joins the Board .
Overall: Arndts brings audit rigor and real estate-finance acumen, but his CURA role and Otto family designation create perceived conflict risks. Governance policies (independence determination, related-party approval, ownership/anti-hedging rules) are in place; investors should monitor recusal practices, committee assignments, and any transactions involving Otto-affiliated entities for continued alignment with minority shareholders .