Jeffrey Witherell
About Jeffrey Witherell
Jeffrey E. Witherell, age 60, is Chief Executive Officer and Chairman of Plymouth Industrial REIT and has held these roles since the company’s formation (co‑founded in 2011). He serves on the Cybersecurity, Sustainability, and Real Estate Investment Committees and has 25+ years in real estate investment, development, and banking; he holds a BS from Emmanuel College and an MBA from Endicott College . Under his leadership, 2024 results included Core FFO per share of $1.83, same‑store cash NOI growth of 4.1%, 92.3% occupancy, and 99% rent collection; notable strategic moves were a $250M Sixth Street partnership and 5.8M sq ft of leasing at +17.1% cash rent spreads . Total shareholder return for a $100 investment since 2019 ended 2024 at $124.15 vs. $123.47 for the MSCI US REIT Index peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dewsnap Engineering | Engineering/land surveying roles | 1982–1987 | Permitting, design, construction management foundation for real estate execution |
| Kirkwood Development | VP, Development | 1987–1990 | Developed 12 projects across New England |
| New Boston Management | VP, Property Management | 1990–1994 | Property management and dispositions |
| Devonshire Development (founded) | President | 1994–1996 | Led acquisitions and development ventures |
| GAP LP | COO | 1996–1999 | Acquisition and development across multiple states/provinces |
| IndyMac Bank | Closed‑loan acquisitions | 1999–2000 | Bank asset acquisition experience |
| Franklin Street Properties | Investment Executive | 2000–2008 | Syndicated 34 property REITs in 12 states, ~$1.2B raised |
| Plymouth Group Real Estate / Plymouth Real Estate Capital (founded) | Formation/operation; FINRA broker/dealer affiliation | 2008–2011 | Platform creation leading to co‑founding PLYM in 2011 |
| Plymouth Industrial REIT | CEO & Chairman; member of Cybersecurity, Sustainability, and RE Investment Committees | 2011–present | Oversees acquisition, management, disposition; strategic expansion and capital partnerships |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AdventCare Inc. | Board Member | Not disclosed | Non‑profit skilled nursing oversight |
| Ohio State University Center for Real Estate | Advisory Board Member | Not disclosed | Academic/industry linkage and advisory |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary Paid ($) | $550,000 | $600,000 | $643,750 |
| Base Salary Rate | 2023 | 2024 | Change |
|---|---|---|---|
| CEO Base Salary ($) | $600,000 | $650,000 | +8.3% YoY |
| Annual Cash Incentive Structure (2024) | Threshold (75%) | Target (100%) | Maximum (125%) |
|---|---|---|---|
| Dollar Opportunity ($) | $600,000 | $800,000 | $1,000,000 |
| Actual Paid ($) | $620,000 (77.5% of target) |
- Target bonus percentage: 100% of base salary per employment agreement .
Performance Compensation
2024 Annual Cash Incentive Metrics
| Metric | Weighting | Threshold | Target | Maximum | Actual | Notes |
|---|---|---|---|---|---|---|
| Core FFO per Share | 15% | $1.88 | $1.90 | $1.92 | $1.83 | Below threshold |
| Net Debt + Preferred / Adj. EBITDA | 15% | 7.30x | 7.00x | 6.80x | 6.0x | Above max (favorable leverage) |
| Same‑Store Cash NOI Growth | 15% | 7.00% | 7.25% | 7.50% | 4.10% | Below threshold |
| G&A as % of Cash NOI | 15% | 11.25% | 11.00% | 10.75% | 10.40% | Above max (efficiency) |
| Discretionary (Company/Individual) | 40% | See plan | See plan | See plan | At target | Committee set to not exceed target |
- Overall payout: 77.5% of target for 2024 .
Long‑Term Equity Incentive Awards
| Grant | Type | Grant Date | Units/Shares | Grant‑Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|---|
| 2024 LTI | Restricted Shares | Feb 14, 2024 | 39,398 | $865,992 (39,398 × $21.93) | 4 equal annual installments starting first anniversary | Time‑based only |
| 2024 LTI | Performance Units (RSUs) | Apr 15, 2024 | Target 44,031 (range 22,016–88,062) | $899,994 (probable outcome, Monte Carlo) | Cliff on Dec 31, 2026 | 3‑yr TSR: 65% relative vs MSCI US REIT; 35% absolute TSR (Threshold/Target/Max: −1200bps/Index/+1200bps; 21%/30%/39%) |
| 2025 Time‑Based | Restricted Shares | Feb 14, 2025 | 53,956 | $899,986 | 4 equal annual installments beginning the following Feb 14 | Time‑based; award at 100% of target |
- In‑cycle PSUs are tracking below threshold as of 12/31/2024 (no payout if below threshold) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 306,204 (less than 1%) |
| Shares Outstanding (for % context) | 45,547,898 |
| Unvested Restricted Shares (12/31/2024) | 99,398 |
| Performance Units Outstanding (12/31/2024) | In‑cycle awards exist; tracking to 0% currently |
| Stock Awards Vested in 2024 | 32,654 shares; $721,790 value realized |
| Options | None outstanding; no option grants in 2024 |
| Hedging/Pledging | Company policy prohibits hedging and pledging for directors/officers |
| Ownership Guidelines | Adopted Apr 2025: CEO must hold ≥5× base salary; 5‑year compliance window |
Employment Terms
| Term | Provision |
|---|---|
| Role/Tenure | CEO & Chairman since formation (2011–present) |
| Contract Term | Auto‑renewing one‑year periods unless terminated earlier |
| Target Bonus | 100% of base salary per agreement (actual set annually via plan) |
| Non‑Solicit | 12‑month post‑employment non‑solicitation; confidentiality provisions |
| Severance (No Cause/Good Reason/Company Non‑Renewal) | 3× (salary + average bonus of prior 2 years + average annual equity awards of prior 2 years), accelerated vesting of all equity, and 18 months company‑paid healthcare (subject to release) |
| Change‑in‑Control (Double‑Trigger) | If terminated other than for “cause” or resigns for “good reason” following a CoC (or terminated in anticipation), CEO receives 2.5× (salary + average bonus + average equity awards), accelerated vesting of all equity and nonqualified deferred comp, and 18 months healthcare; “best pay cap” may reduce to avoid excise tax |
| Quantified Severance Values (Illustrative at 12/31/2024) | CoC: $7,807,348 cash; $1,769,284 accelerated equity; $49,580 medical premiums . Without cause/good reason/non‑renewal: $9,368,817 cash; $1,769,284 accelerated equity; $49,580 medical premiums . Death/Disability: equity acceleration $1,769,284 |
| Clawback | Dodd‑Frank/NYSE‑compliant incentive compensation recoupment policy adopted Oct 31, 2023; covers prior 3 completed fiscal years for restatements |
Board Governance
- Board service: CEO & Chairman; committees—Cybersecurity (member), Sustainability (member), Real Estate Investment (member) .
- Dual‑role implications: Combined CEO/Chairman mitigated via Lead Independent Director (David Gaw) with defined authority; independent director executive sessions each quarter; Board retains authority to separate roles .
- Independence: 6 of 8 directors independent; Audit, Compensation, and Nominating/Corporate Governance Committees comprised exclusively of independent directors .
- Meetings/attendance: Board met 7 times in 2024; all directors attended ≥75% of Board and committee meetings; independent directors held executive sessions 4 times; note that no directors attended the 2024 Annual Meeting of Stockholders .
- Anti‑hedging/pledging; code of ethics; stockholder‑friendly governance (opt‑out of Maryland control share/business combination; bylaw amendment rights; no poison pill without shareholder approval) .
Compensation Committee Analysis
- Compensation Committee: DeAgazio (Chair), Cottone, Guinee; met 2 times in 2024; independent consultant Ferguson Partners (FPC) supports peer selection and benchmarking; Committee assessed FPC independence and no conflicts .
- Peer group: Industrial/related REITs constructed so PLYM approximates median size; relative percentile ranking ~44% total capitalization and ~42% implied equity market capitalization as of 12/31/2024 .
- Pay‑for‑performance design: Increased formulaic corporate metric weight to 60% for 2024; bonuses funded 22.5% below target; performance‑based equity tracking below threshold; robust stock ownership guidelines adopted in 2025 .
- Say‑on‑pay: 2024 advisory vote support ~94% of shares; Board now recommends annual frequency and aligns with shareholder preference .
Investment Implications
- Alignment: Significant equity mix (time‑ and performance‑based) with 3‑year TSR hurdles and 4‑year vesting; bonuses tempered to 77.5% of target in 2024 amid mixed operating metrics—strong leverage and G&A efficiency but below‑threshold Core FFO/SS NOI growth; PSUs tracking below threshold reinforce pay discipline .
- Retention risk and severance economics: Auto‑renewing contract with rich severance and single‑trigger equity acceleration on termination without cause/good reason/non‑renewal; double‑trigger CoC benefits at 2.5× suggest meaningful exit costs if leadership change occurs; clawback mitigates risk of erroneous incentive payouts .
- Trading signals: Unvested restricted shares (99,398) and time‑based grants vesting annually could create periodic liquidity events; however, hedging/pledging prohibitions and ownership guidelines (≥5× salary) encourage retention and alignment; actual insider selling requires monitoring of Form 4 filings not disclosed in proxy .
- Governance: CEO/Chairman dual role is mitigated by a strong independent board structure and Lead Independent Director; consistent say‑on‑pay support indicates investor acceptance of design; continued emphasis on TSR‑linked PSUs and stock ownership guidelines should sustain alignment .
- Equity overhang/dilution: Proposed increase of 500,000 shares under the Amended Incentive Plan (~1.1% of combined shares/OP units) supports ongoing equity‑based pay and may modestly increase dilution; dividend equivalents on performance awards only after vesting avoid “pay for failure” optics .
Overall, compensation structure balances retention and alignment via multi‑year equity with rigorous TSR hurdles, while severance terms elevate potential change‑in‑control costs. Monitoring annual vesting events and any Form 4 activity around those dates is prudent for short‑term trading signals .