David Gaw
About David Gaw
Independent director since Plymouth’s initial listed public offering; currently Lead Independent Director. Age 73. Former CFO at multiple public REITs with deep audit, reporting, and controls expertise; holds a B.S. and MBA from Suffolk University. Core credentials: audit committee financial expert, REIT CFO experience (Boston Properties, Heritage Property Investment Trust), risk oversight, and cybersecurity oversight leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Properties (NYSE: BXP) | Senior Vice President; Chief Financial Officer at IPO | 1982–2000 (CFO from 1997 IPO) | Led public company financial reporting through IPO; extensive controls and reporting leadership |
| Heritage Property Investment Trust (NYSE: HTG) | SVP, CFO & Treasurer | 2001–2007 | Took company through IPO and public reporting; REIT finance and controls |
| Berkshire Development (private developer) | Chief Financial Officer | 2007–2008 | Retail development finance oversight |
| Pyramid Hotels and Resorts (hospitality REIT) | Chief Financial Officer | 2009–2011 | REIT finance in hospitality segment |
| Real estate project consultancy | Real estate project consultant | Current | Ongoing advisory expertise brought to board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed in the proxy for Mr. Gaw |
Board Governance
- Independence and leadership: Independent under NYSE rules; serves as Lead Independent Director, presiding over executive sessions and coordinating independent director activities (agenda review, info flow, ability to call meetings) .
- Committee assignments: Chair, Audit Committee; Chair, Cybersecurity Committee; Member, Cybersecurity Committee (as chair); Audit Committee also includes Cottone, Guinee, Stephenson; Gaw, Guinee, and Stephenson qualify as “audit committee financial experts” .
- Attendance: Board met 7 times (2024); all directors attended ≥75% of Board and committee meetings; independent directors and Audit Committee met in executive session four times (Gaw presided) .
- Annual meeting attendance: None of the then-serving directors attended the 2024 Annual Meeting (optics consideration) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non-employee director retainer |
| Audit Committee Chair retainer | $12,500 | Chair-level fee |
| Other committee member retainers | $0 | No disclosed retainers for Cybersecurity Committee members beyond chair fees; Audit members (non-chair) receive $5,000, but Gaw is chair |
| Total cash fees (implied) | $72,500 | Retainer + Audit Chair |
- 2024 non-employee director compensation table shows Gaw’s total of $132,495, which reflects cash fees plus annual equity (rounded to whole shares) .
Performance Compensation
| Equity Element | 2024 Grant Value | Instrument | Vesting |
|---|---|---|---|
| Annual director equity grant | $60,000 | Restricted stock | Vests on earlier of next annual meeting or first anniversary, subject to service |
| Outstanding director stock awards | 2,842 shares (as of 12/31/24) | RSAs | Outstanding; no options outstanding |
- Director equity is time-based (retention-oriented); no performance metrics are attached to director awards. Annual equity is denominated in dollars and rounded to whole shares .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None disclosed for Gaw in the proxy |
| Prior public company service | Senior finance roles at Boston Properties and Heritage Property Investment Trust (executive positions, not disclosed as directorships) |
| Interlocks/conflicts | No compensation committee interlocks disclosed for 2024; committee comprised of independent directors (DeAgazio, Cottone, Guinee) |
Expertise & Qualifications
- Audit/financial expert: Designated “audit committee financial expert”; extensive financial reporting, accounting and internal control expertise .
- REIT and capital markets: Decades in REIT finance including CFO roles at BXP and Heritage; IPO readiness and public company reporting .
- Risk and cybersecurity: Chairs Cybersecurity Committee; experience overseeing IT risk and incident preparedness at board level .
- Industrial/logistics exposure and governance: Board skills matrix indicates risk oversight, real estate/REITs, audit/financial, capital markets, and corporate governance strengths .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| David G. Gaw | 24,482 | <1% |
- Director stock awards outstanding (as of 12/31/24): 2,842 shares (time-based RSAs) .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging; directors may not hold company securities in margin accounts or pledge as collateral .
- Ownership guidelines: Company states directors are required to own and retain shares; specific director multiple not detailed in proxy (executive multiples disclosed separately) .
Fixed Director Compensation Table (2024)
| Metric | Value |
|---|---|
| Fees Paid in Cash (retainers, chair fees) | $72,500 (implied) |
| Annual Equity Grant (fair value) | $60,000 |
| Total Director Compensation (Gaw) | $132,495 |
Notes: Annual equity vests by next annual meeting or first anniversary; amounts rounded to whole shares; each non-employee director held 2,842 outstanding stock awards and had no option awards as of 12/31/24 .
Board Effectiveness and Signals
- Strengths
- Lead Independent Director with deep CFO lineage at large-cap REITs; chairs both Audit and Cybersecurity—concentrates risk oversight expertise where most relevant to investor confidence .
- Audit Committee has multiple “financial experts”; suggests robust financial oversight depth beyond a single individual .
- Independent-majority board; independent committee leadership; regular executive sessions led by Gaw .
- Alignment and Incentives
- Balanced cash/equity director pay; equity is time-based and annual (~$60k) which supports alignment without promoting excessive risk .
- Anti-hedging/anti-pledging policy reduces misalignment risk; ownership and retention expectations in place .
- Watch items / Red flags
- Annual meeting attendance: no directors attended the 2024 Annual Meeting—optics issue that can concern governance-focused investors about board-shareholder engagement; management encourages attendance by policy .
- Role concentration: Gaw chairs both Audit and Cybersecurity while also serving as Lead Independent Director; while aligned with his expertise, investors may scrutinize workload/oversight dispersion for key risk committees .
Related Party Transactions and Conflicts
- Review Process: Related party transactions require Nominating and Corporate Governance Committee approval under a written policy (>$120,000 threshold) .
- Disclosures: No related-party transactions since January 1, 2024 involving directors were disclosed, aside from standard executive agreements and equity plan administration (not applicable to Gaw as a non-employee director) .
- Clawback: Company adopted a Dodd-Frank-compliant clawback policy (Oct 31, 2023); plan documents state awards (including to directors) are subject to any company clawback policy .
Director Attendance and Committee Activity (2024)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors | 7 | All directors ≥75% attendance |
| Audit Committee | 8 | Gaw as Chair; committee includes three “financial experts” |
| Cybersecurity Committee | 2 | Gaw as Chair; oversight of IT, privacy, incident response, disaster recovery |
Say-on-Pay & Shareholder Feedback Context (Company-level)
- 2024 say-on-pay support ~94% of voted shares; compensation committee continues shareholder engagement on governance and pay topics .
Governance Assessment
- Overall: Strong audit and risk oversight credentials concentrated in Lead Independent Director David Gaw, with layered financial expertise on the Audit Committee and formalized oversight of cybersecurity—a positive for investor confidence. Equity alignment and anti-pledging policies are robust; attendance at meetings adequate.
- Key investor watchpoint: Non-attendance at 2024 Annual Meeting and concentration of leadership roles in a single director warrant monitoring for board-shareholder engagement and oversight bandwidth. Consider outreach to assess 2025 annual meeting attendance and potential succession planning for committee chairs to ensure workload balance.