Brenna A. Wadleigh
About Brenna A. Wadleigh
Brenna A. Wadleigh (age 52) is an independent director of Alpine Income Property Trust (PINE), appointed in November 2024; she serves on the Audit Committee and Compensation Committee and is designated an “audit committee financial expert.” She holds a BBA in Finance from the University of Texas at Arlington, is a Certified Public Accountant, and a licensed Sales Agent in Texas; her core credentials span real estate investment and development, accounting, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crescent Real Estate Equities (NYSE-listed REIT) | Various roles | 1998–2007 | Not disclosed |
| N3 Real Estate | President | 2007–2015 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| N3 Real Estate | Chief Executive Officer | 2015–present | Real estate development/investment firm; nationwide retail properties |
| University of Texas at Arlington, College of Business Advisory Board | President | Not disclosed | Non-profit/academic advisory role |
| CREW Dallas | Various roles (prior) | Not disclosed | Industry organization participation |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member; not a committee chair .
- Audit Committee expertise: Board determined she qualifies as an “audit committee financial expert” per Item 407(d)(5) of Regulation S-K .
- Independence: Determined independent under NYSE listing standards (four of five directors are independent) .
- Attendance and engagement: In FY2024, the Board held 6 regular and 5 additional meetings; all then-current directors attended >75% of Board and committee meetings; executive sessions occur at least quarterly without management .
- Board leadership: Chairman is independent (Andrew C. Richardson), with annual elections (no staggered board) .
Fixed Compensation
Director compensation policy and individual 2024 fees:
| Metric | 2024 Policy | 2025 Policy |
|---|---|---|
| Annual Retainer (Non-Employee Director) ($) | 60,000 | 50,000 |
| Chairman Additional Retainer ($) | 18,000 | 30,000 |
| Annual Equity Component ($) | — | 70,000 (paid in common stock) |
| Wadleigh – 2024 Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 8,789 |
| Shares received in lieu of cash (units) | 516 |
No meeting fees; directors may be reimbursed for reasonable travel expenses; directors affiliated with the external manager (CTO) receive no Board compensation .
Performance Compensation
| Item | 2024 | 2025 Policy |
|---|---|---|
| Equity grant type | Common stock in lieu of cash retainer | Annual equity component in common stock |
| Shares/Value | 516 shares | $70,000 value (shares determined by policy) |
| Vesting schedule | Not disclosed | Not disclosed |
| Performance metrics tied to director equity | None disclosed for director compensation; policy adds equity component without stated performance goals | |
| Plan authority (general) | Committee may condition awards on performance goals under Equity Plans (general authority); no 2024 grants to manager’s personnel; no formal 2025 equity program adopted yet |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Public Company? | Potential Interlock/Conflict |
|---|---|---|---|---|
| N3 Real Estate | Private | CEO | No | None disclosed |
| UT Arlington College of Business Advisory Board | Academic/Non-profit | President | No | None disclosed |
| CREW Dallas | Industry organization | Prior roles | No | None disclosed |
| Other public company boards | — | — | — | None disclosed in proxy |
Expertise & Qualifications
- Real estate investment and development leadership (N3 Real Estate CEO; prior Crescent Real Estate Equities roles) .
- Financial acumen and accounting credentials (CPA; BBA in Finance) .
- Designation as Audit Committee financial expert (regulatory standard) .
- Industry/community engagement (CREW Dallas; UT Arlington advisory role) .
Equity Ownership
| Metric | As of March 20, 2025 |
|---|---|
| Other Shares Beneficially Owned (units) | 516 |
| Restricted Stock (units) | 0 |
| Percent of Class | <1% (individual) |
| Options/SARs Exercisable within 60 days | None outstanding at Company level |
- Director stock ownership guidelines: Effective January 1, 2025, non-employee directors must own ≥5x annual equity compensation (i.e., multiple of $70,000) with a floor of 5,000 shares; compliance measured annually on the first trading day; new directors have up to five compliance measurement dates after the first anniversary of appointment to meet the standard .
- Pledging/hedging: Insider trading policy governs transactions; no pledging by Wadleigh disclosed in proxy .
Governance Assessment
- Strengths: Independent status; dual oversight roles on Audit and Compensation Committees; audit financial expert designation; quarterly executive sessions and independent Chair support board effectiveness .
- Alignment signals: 2025 policy shifts compensation mix toward equity ($70,000 stock component) and lowers cash retainer, improving shareholder alignment; Wadleigh elected to receive stock for her 4Q 2024 retainer (516 shares) .
- Ownership guidelines: Elevated requirements (≥5x annual equity comp and ≥5,000 shares) create discipline; as a new director appointed Nov 2024, she has multi-year runway to comply per policy .
- Potential conflicts (context): Externally managed structure via Alpine Income Property Manager (wholly owned by CTO), and CTO’s ~15% ownership with PINE’s CEO also CEO/director of CTO, increase the importance of independent oversight; Wadleigh’s committee roles (including clawback policy administration by Compensation Committee) are relevant mitigants .
- Attendance/engagement: The Board reported >75% attendance by then-current directors in 2024 and robust meeting cadence; continued monitoring of individual attendance as her tenure progresses is warranted .
- Legal protections: Indemnification agreements with directors are in place per Maryland law .
RED FLAGS to watch: Initial low personal share ownership versus new, stricter guidelines (common for new appointees, with grace period) ; externally managed REIT with insider ownership necessitates vigilant committee oversight of governance and compensation frameworks .