Martin Bussmann
About Martin Bussmann
Independent director since March 2016 (age 73 in 2025); currently Lead Independent Director, Chair of the Nominating & Corporate Governance Committee, and member of the Compensation Committee. Background includes trustee/director roles overseeing investments at Mannheim Trust (1998–Dec 2022) and portfolio companies, with prior operating and finance roles in the pharmaceutical/chemical industries (Knoll/Abbott/BASF) across Germany and the U.S. Education: Dr. juris utriusque, Heidelberg University; Visiting Scholar at Harvard Law School (1977); Fellow, Harvard Advanced Leadership Initiative (2021–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mannheim Trust (NY) | Director/Trustee managing real estate, PE, public equity/fixed income | 1998–Dec 2022 | Oversight of investment assets; director/manager of portfolio companies (Mannheim Holdings LLC, Mannheim Real Estate LLC) |
| Marico Trust (NY) | Co‑trustee | 1998–2005 | Trust administration and investment oversight |
| Margna SA/Margna Holding SA (Luxembourg) | Manager | 1995–1998 | Managed European blue‑chip stock investments |
| Cellwar Holding AG (Switzerland, private) | Board Member | Prior to reorganization | Board oversight; later President of Rhodanie Investment AG before liquidation |
| Knoll AG; Abbott Laboratories; BASF AG/BASF Corp. | Various finance/operating roles | 1980–1994 | 15 years in pharma/chemical industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rhodanie Investment AG | President (post‑reorganization) | After Cellwar reorg; before liquidation | Private entity; timing not precisely dated in proxy |
| Mannheim Holdings LLC; Mannheim Real Estate LLC | Director/Manager | During Mannheim Trust tenure | Portfolio companies |
| Cellwar Holding AG (private) | Board Member | Prior to reorg | Switzerland; private company |
| Public company boards | — | — | None disclosed in PGRE proxy biography |
Board Governance
- Lead Independent Director responsibilities include presiding at meetings without the Chairman (including executive sessions), liaising between the Chairman and independent directors, approving board information/agenda/schedules, and being available for direct communication with major stockholders; can call meetings of independent directors .
- Committees: Chair, Nominating & Corporate Governance; Member, Compensation Committee; Board has Audit, Compensation, Nominating & Corporate Governance, Investment & Finance committees .
- Attendance: Board held six meetings in FY2024; all directors attended at least 75% of board and committee meetings during periods served .
- Committee cadence: Nominating & Corporate Governance Committee held 4 meetings in FY2023; Compensation Committee held 7 meetings in FY2022 (latest disclosed cadence showing active engagement) .
- Independence: Board affirmatively determined Bussmann is independent under NYSE standards; Board considered a lease of space at 712 Fifth Avenue to a subsidiary of a trust for which Bussmann was, prior to Dec 12, 2022, a trustee/director (children remain beneficiaries), and still concluded independence .
Fixed Compensation
- Non‑employee director cash retainers (paid quarterly): base retainer $75,000; Lead Independent Director additional $50,000; committee chair retainers: Audit $25,000, Compensation $20,000, Nominating & Corporate Governance $15,000; committee member retainer $5,000 (excluding Investment & Finance) .
- Directors may elect to take the $75,000 annual cash retainer in equity (vested LTIP units or restricted stock) granted typically on Dec 15 following the election .
| Metric (USD) | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $141,250 | $145,000 |
Performance Compensation
- Annual equity grant at each annual meeting: value $120,000 in T‑LTIP units or restricted stock; vests upon the earlier of one‑year anniversary or next annual meeting .
- Bussmann grants:
- May 18, 2023: 27,650 T‑LTIP units; grant‑date fair value $108,110; unvested until 2024 annual meeting .
- May 16, 2024: 25,000 T‑LTIP units; grant‑date fair value $108,000; vests if remains on Board until 2025 annual meeting .
- May 15, 2025 (Form 4): 25,370 LTIP units awarded; price $0; post‑transaction holdings in the filing show 25,370 LTIP units (more current disclosure) .
| Equity Award Detail | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Grant date | May 18, 2023 | May 16, 2024 | May 15, 2025 |
| Instrument | T‑LTIP units | T‑LTIP units | LTIP units |
| Units granted | 27,650 | 25,000 | 25,370 |
| Grant‑date fair value | $108,110 | $108,000 | — (Form 4 does not disclose fair value) |
| Vesting condition | Earlier of 1‑yr or next annual meeting | Remain on Board until 2025 annual meeting | Annual director award; time‑based vesting implied by plan |
No performance metrics (TSR, EBITDA, ESG) are tied to director equity; awards are time‑based under the Director Compensation Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in PGRE proxy biography |
| Private/non‑profit boards | Cellwar Holding AG (private), Rhodanie Investment AG (President), various Mannheim portfolio entities |
| Potential interlocks/conflicts | Lease of space at 712 Fifth Avenue to a subsidiary of a trust associated with Bussmann (prior trustee/director; children beneficiaries); Board reviewed and maintained independence determination |
Expertise & Qualifications
- Finance and investment oversight; trust governance; cross‑border operating experience in pharma/chemicals; legal education (doctoral degree), Harvard affiliations (Visiting Scholar; ALI Fellow). Selected for board based on extensive finance background and senior leadership experience .
Equity Ownership
| As of | Common Stock Beneficially Owned | % of Shares Outstanding | Shares and Units Beneficially Owned | % of Shares and Units Outstanding |
|---|---|---|---|---|
| March 1, 2024 | 0 | * (<1%) | 78,999 | * (<1%) |
| March 1, 2025 | 0 | * (<1%) | 103,999 | * (<1%) |
- Stock ownership guidelines for independent directors: hold at least five times the portion of annual base retainer eligible to be paid in cash within five years of election; directors serving when adopted were required to achieve compliance by Feb 23, 2021 (Company states those directors did so) .
- Anti‑hedging/pledging and clawback policies in place; designed to mitigate compensation‑related risk .
Insider Trades (Form 4, Bussmann)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post‑Txn Holdings | Source |
|---|---|---|---|---|---|---|---|
| 2021‑05‑17 | 2021‑05‑13 | Award (A) | LTIP Units | 11,731 | 0 | 11,731 | |
| 2022‑05‑16 | 2022‑05‑12 | Award (A) | LTIP Units | 13,857 | 0 | 13,857 | |
| 2022‑12‑23 | 2022‑12‑22 | Exempt (M) | Common Stock (from LTIP conversion) | 3,609 | 5.85 | 17,000 | |
| 2022‑12‑23 | 2022‑12‑22 | Exempt (M) | Common Stock (from LTIP conversion) | 7,074 | 5.85 | 13,391 | |
| 2022‑12‑23 | 2022‑12‑22 | Exempt (M) | Common Stock (from LTIP conversion) | 6,317 | 5.85 | 6,317 | |
| 2022‑12‑23 | 2022‑12‑22 | Disposition (D) | LTIP Units (converted) | 3,609 | 0 | 4,025 | |
| 2022‑12‑23 | 2022‑12‑23 | Sale (S) | Common Stock | 17,000 | 5.806 | 0 | |
| 2023‑05‑22 | 2023‑05‑18 | Award (A) | LTIP Units | 27,650 | 0 | 27,650 | |
| 2024‑05‑20 | 2024‑05‑16 | Award (A) | LTIP Units | 25,000 | 0 | 25,000 | |
| 2025‑05‑19 | 2025‑05‑15 | Award (A) | LTIP Units | 25,370 | 0 | 25,370 |
Governance Assessment
-
Strengths
- Lead Independent Director with clear authorities over agenda, information flow, executive sessions, and shareholder engagement; promotes independent oversight .
- Active governance leadership as Chair of Nominating & Corporate Governance; consistent meeting cadence (4 meetings FY2023) signals engagement in board composition and governance policies .
- Compensation Committee membership indicates involvement in pay policy; committee met 7 times in FY2022 .
- Alignment mechanisms: annual $120k equity grant vesting over one year and director ownership guidelines at 5x retainer; Company discloses anti‑hedging/pledging and clawback policies .
-
Watch‑items / RED FLAGS
- Related‑party exposure: prior trustee/director ties to a trust leasing space from PGRE (712 Fifth Avenue); while Board concluded independence, the relationship warrants ongoing monitoring for potential conflicts .
- Low direct common stock ownership: 0 common shares at March 1, 2025; exposure primarily via LTIP units—alignment depends on continued service and unit conversion rather than direct stock .
- 2022 activity included conversions of LTIP to common and an open market sale of 17,000 shares at ~$5.81, reducing direct share holdings to zero shortly thereafter; not inherently problematic but relevant to alignment optics .
-
Compensation Mix Signals
- Cash fees modestly increased YoY ($141,250 in FY2023 to $145,000 in FY2024); equity grant values stable (~$108k grant‑date fair value) .
- Director equity awards are time‑based rather than performance‑contingent—consistent with market practice but offers limited pay‑for‑performance linkage at the director level .
Overall: Bussmann’s governance profile reflects strong independence roles and committee leadership with transparent compensation and ownership policies; monitor the legacy lease relationship and the prevalence of LTIP units versus direct common stock for alignment optics .