Anne Hayward
About Anne Hayward
Anne A. Hayward, Esq. serves as Senior Vice President, General Counsel, and Corporate Secretary of Plymouth Industrial REIT (PLYM), appearing as the signatory Corporate Secretary in the 2024–2025 DEF 14A proxies and on the company’s executive roster in quarterly and supplemental filings . Specific biographical details such as age, education, and start date are not disclosed in the proxies; she is the shareholder contact for governance and proxy-related communications, underscoring her role over legal, compliance, and board processes . Company-level performance context relevant to executive incentives includes Core FFO per share and TSR tracks disclosed in Pay vs. Performance tables (see table below), which frame incentive design and payout alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plymouth Industrial REIT | SVP, General Counsel; Corporate Secretary | 2024–2025 (as disclosed) | Oversees legal and corporate governance; designated shareholder contact for proxy/board communications |
External Roles
- No external directorships or committee roles disclosed in PLYM’s 2024–2025 proxy materials .
Fixed Compensation
- Ms. Hayward is not a Named Executive Officer (NEO); the DEF 14A compensation discussion and tables cover NEOs only, so her base salary, target bonus %, and actual bonus are not disclosed .
Performance Compensation
Company incentive design (applies broadly to eligible executives; specific award values for Ms. Hayward are not disclosed):
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Annual cash incentive framework for 2024 emphasizes pay-for-performance with 60% formulaic corporate metrics and 40% discretionary assessment; metrics and actuals below .
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Long-term equity uses a mix of time-based restricted stock (4-year ratable vesting) and performance-based RSUs with a 3-year performance period based on relative and absolute TSR hurdles; payouts between 50%–200% of target for PBRSUs .
| 2024 Annual Incentive Metrics | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Core FFO per Share | 15% | $1.88 | $1.90 | $1.92 | $1.83 |
| Net Debt + Preferred / Adj. EBITDA | 15% | 7.30x | 7.00x | 6.80x | 6.0x |
| Same-Store Cash NOI Growth | 15% | 7.00% | 7.25% | 7.50% | 4.10% |
| G&A as % of Cash NOI | 15% | 11.25% | 11.00% | 10.75% | 10.40% |
| Discretionary Overall Co./Individual | 40% | See plan | See plan | See plan | Target-level assessment capped due to short-term pressure |
| Long-Term Incentive (PBRSU) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| 3-Year Relative TSR vs. MSCI US REIT Index | 65% | -1,200 bps vs. index | Index return | +1,200 bps vs. index |
| 3-Year Absolute TSR | 35% | 21% | 30% | 39% |
Equity Ownership & Alignment
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Insider trading policy prohibits holding PLYM securities in margin accounts and pledging; company maintains anti-hedging and anti-pledging policies, mitigating misalignment risk from collateralization and hedging .
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Executive stock ownership guidelines: adopted April 2025—CEO at least 5x base salary; other NEOs at least 3x base salary, with 50% of any equity awards restricted from sale (other than for taxes) until compliant; while the policy applies to NEOs, proxies also state executives and directors must own and retain meaningful shares, supporting alignment for senior leaders broadly .
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Equity plan supply and governance: the Fourth Amended and Restated 2014 Incentive Award Plan increased share authorization by 500,000 (to 1,875,000 total), ~1.1% of combined common and OP units outstanding at 4/23/2025, with robust clawback, no option/SAR repricing without stockholder approval, and REIT restrictions on ownership .
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Vesting: time-based restricted stock vests ratably over 4 years; performance-based RSUs vest at the end of the 3-year period if hurdles are met .
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Beneficial ownership: Ms. Hayward’s specific share ownership (direct/indirect), pledged shares, or RSU/option breakdown are not disclosed in the 2024–2025 proxy beneficial ownership tables, which list directors and NEOs .
Employment Terms
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Clawback: Incentive-Based Compensation Recoupment Policy adopted Oct. 31, 2023, consistent with SEC/NYSE rules; recovers erroneously awarded cash/equity incentives for three completed fiscal years prior to the determination of a restatement trigger .
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Change-in-control (plan-level): if outstanding awards are not continued/assumed/replaced, they become fully vested/exercisable; administrator may terminate awards with an exercise window; award agreements may provide additional acceleration .
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Executive agreements (NEOs): auto-renewing employment agreements and separate change-of-control agreements with severance multiples (CEO 3x for termination without cause/good reason; 2.5x CIC; other NEOs 2x), equity acceleration, and 12-month post-employment non-solicit; terms for Ms. Hayward are not disclosed .
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Legal risk: proxies state the company is not aware of current legal proceedings involving any directors or executive officers and the company/subsidiaries, reducing headline risk indicators from governance litigation at filing dates .
Company Performance Context (Pay vs. Performance)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Value of initial $100) | 88.23 | 195.57 | 122.70 | 160.34 | 124.15 |
| Peer Group TSR (Value of initial $100) | 92.43 | 132.23 | 99.82 | 113.54 | 123.47 |
| Net Income ($mm) | (14.462) | (15.267) | (17.096) | 13.807 | 142.367 |
| Core FFO per Share ($) | 1.86 | 1.71 | 1.83 | 1.84 | 1.83 |
Additional incentive-relevant operational highlights:
- 2024: 99.7% rent collection; 5.8M sqft leasing; cash rents +17.1%; portfolio occupancy resilient; credit facility expanded (revolver to $500mm) .
- 2024/2025 ESG operations: LED conversion to 46.64% of portfolio; cool roofs on 55.56% of portfolio; solar installations and contracting underway; Green Lease Leaders Gold; supports property efficiency and tenant value .
Investment Implications
- Alignment: Anti-hedging/pledging and stock ownership policies for executives/directors promote skin-in-the-game and reduce hedging-related misalignment; vesting structures and a rigorous TSR-based PBRSU program tie realized pay to multi-year performance .
- Retention/pressure: With PBRSUs projected below threshold for in-cycle awards as of 12/31/2024 and annual bonuses funded at 77.5% of target for NEOs, multi-year equity realizability and below-target cash payouts indicate disciplined pay outcomes, which can create retention pressure across senior ranks without undermining pay-for-performance credibility .
- Disclosure gap: Ms. Hayward’s specific compensation, equity holdings, and contractual severance terms are not disclosed, limiting granular pay alignment and ownership analysis; however, her governance role and policy coverage imply conservative trading and alignment posture under company-wide policies .
- Corporate trajectory: The 2024–2025 strategic actions (Sixth Street JV, revolver expansion, improved leverage metrics) and high operational execution provide supportive fundamentals for incentive-linked metrics, albeit with macro-sensitive TSR dynamics that influence PBRSU outcomes .