Rachel Elias Wein
About Rachel Elias Wein
Rachel Elias Wein, 46, is an independent director of Alpine Income Property Trust (PINE) serving since February 2021. She is Founder and CEO of WeinPlus, a strategy and management consultancy focused on commercial real estate (since January 2009), and previously held roles at The Sembler Company and Ernst & Young’s Real Estate Advisory practice. She chairs the Compensation Committee and sits on the Audit Committee and the Nominating and Corporate Governance Committee; the Board has designated her an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sembler Company | Development executive | Not disclosed | Real estate development experience |
| Ernst & Young (Real Estate Advisory) | Senior associate | Not disclosed | Real estate advisory/finance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WeinPlus | Founder & CEO | Jan 2009 – present | Principal strategic advisor to national retailers and institutional real estate organizations |
| St. Petersburg Police Department Pension Fund | Trustee | Current | Fiduciary oversight role |
| Essential Growth Properties | Advisory Board member | Current | Retail/real estate advisory |
Board Governance
- Committee assignments: Compensation (Chair), Audit, Nominating & Corporate Governance .
- Independence: The Board determined she is independent under NYSE standards; PINE’s committees are composed exclusively of independent directors .
- Audit committee financial expert designation: The Board determined Elias Wein qualifies under Item 407(d)(5) of Regulation S-K .
- Attendance: In 2024, the Board held 6 regular and 5 additional meetings; all directors attended >75% of Board and committee meetings on which they served. All six directors then in office attended the May 22, 2024 annual meeting. Executive sessions are held at least quarterly without management .
- Engagement: PINE conducted outreach to its top 25 institutional investors in Q1 2025 and received responses from holders of over 44% of outstanding shares (excluding CTO), providing positive feedback or no need to engage further .
Fixed Compensation
| Item | Amount | Period/Date | Notes |
|---|---|---|---|
| Annual non-employee director retainer | $60,000 | FY2024 | Payable quarterly; cash or stock at director election |
| Total fees earned | $59,963 | FY2024 | Reported in director compensation table |
| Shares received in lieu of cash | 2,755 shares | 2024 (first three quarters) | Retainer paid in stock; share count per 20-day trailing average methodology |
| Chair/committee fees | Not disclosed | FY2024 | Only Board Chair retainer noted (not applicable to her) |
Policy changes effective January 1, 2025:
- Annual director retainer decreased to $50,000; Board Chair retainer increased to $30,000; added annual equity component of $70,000 in Company stock .
Performance Compensation
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual equity (directors) | $70,000 in Company stock starting 2025 | None disclosed (no PSU/metric framework) | Not disclosed |
| Equity plans available | 597,867 shares remaining under 2019 Equity Plans (aggregate) | N/A | Plans allow time-based awards; Committee may consider performance goals in future grants |
No performance metrics (TSR, EBITDA, ESG) or PSU structures are disclosed for director equity; retainer stock election in 2024 was an alternative form of fixed compensation rather than performance-based pay .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| St. Petersburg Police Department Pension Fund | Public pension | Trustee | No related-party transactions disclosed with PINE |
| Essential Growth Properties | Private real estate | Advisory Board | No related-party transactions disclosed with PINE |
No other public company directorships are disclosed for Elias Wein in PINE’s proxy .
Expertise & Qualifications
- Real estate and retail strategy, consumer change, capital allocation; founder/operator background via WeinPlus .
- Financial oversight: audit committee financial expert designation; service on Audit Committee .
- Governance experience: Compensation Committee Chair; member of Nominating & Corporate Governance Committee .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (other shares) | 9,492 shares | March 20, 2025 | Less than 1% of class |
| Restricted stock | 0 | March 20, 2025 | Initial IPO restricted stock only for certain directors; not applicable to her |
| Ownership % of outstanding | <1% | March 20, 2025 | 14,476,237 shares outstanding |
| Ownership guidelines | ≥5x annual equity compensation, but not less than 5,000 shares | Effective Jan 1, 2025 | Measured annually; directors appointed before Jan 1, 2022 expected to meet by 7th measurement date after first anniversary (applies to her) |
| Hedging/pledging | Prohibited by policy | Current | Anti-hedging and anti-pledging for directors, officers, employees |
Related-Party Transactions and Conflicts Framework
- External management: PINE is managed by Alpine Income Property Manager LLC (wholly owned by CTO). Base management fee equals 0.375% per quarter of total equity; incentive fees possible based on TSR >8% cumulative annual hurdle, subject to high-water mark. 2024 fees totaled ~$4.2 million; no incentive fees incurred .
- CTO ownership: CTO owns ~15.0% of PINE on a fully exchanged basis including OP Units; waiver to own up to 11% of common stock in charter; exclusivity and ROFO agreement governs single-tenant net lease opportunities. Company recognized ~$0.5 million revenue under revenue sharing agreement with CTO in 2024 .
- Governance mitigants: All standing committees composed of independent directors; Board policy requires independent Chair (currently Andrew Richardson) .
Governance Assessment
- Board effectiveness: Elias Wein brings domain expertise in retail real estate strategy and capital allocation; her audit committee financial expert designation supports robust financial oversight .
- Independence and oversight: She is independent and serves on all three key committees (Audit; Compensation as Chair; Governance), enhancing cross-committee information flow and accountability .
- Alignment: She elected stock compensation for her 2024 retainer (2,755 shares), and PINE strengthened alignment in 2025 via ownership guidelines and annual equity grants (≥5x equity comp guideline; $70,000 stock grant), which increases director “skin in the game” while prohibiting hedging/pledging .
- Signals/risks: Compensation Committee held one regular meeting in 2024, which may merit monitoring given the external management structure and potential future equity grants to manager-affiliated personnel; however, clawback policy is administered by the Compensation Committee and all directors met attendance thresholds (>75%) . Company-level related-party exposure to CTO (fees, ROFO, OP Units) is disclosed and overseen by independent committees; no Wein-specific related-party transactions are disclosed .
RED FLAGS to watch: Intensity of Compensation Committee oversight (one meeting in 2024) if equity awards to manager-affiliated personnel are contemplated; ongoing external manager fee structure and CTO ownership concentration, though mitigated by independent Chair and committee composition .