Pendleton White, Jr.
About Pendleton P. White, Jr.
Pendleton P. White, Jr. (age 65) has served on Plymouth Industrial REIT’s Board since the Company’s formation and currently chairs the Real Estate Investment Committee. He previously served as President and Chief Investment Officer from March 2011 through July 2023, and holds a Bachelor of Science degree from Boston University with over 25 years of experience in commercial real estate spanning investment banking, acquisitions, and leasing . He is not classified as an independent director (six of eight current directors are independent; White and CEO Jeffrey Witherell are not in that list) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plymouth Industrial REIT, Inc. | President & Chief Investment Officer | Mar 2011 – Jul 2023 | Led investments and acquisitions |
| Plymouth Group Real Estate | Formation and operations | Nov 2008 – Mar 2011 | Company formation |
| Scanlan Kemper Bard (SKB) | EVP & Managing Director (East Coast) | Sep 2006 – Nov 2008 | Managed funding of SKB Real Estate Investors Fund I |
| Franklin Street Properties Corp. (REIT) & FSP Investments LLC | Investment Executive | Mar 2002 – Sep 2006 | Acquisitions and syndications of structured REITs |
| North Shore Holdings | Principal & Director | 1997 – 2001 | Family-owned real estate investments |
| Coldwell Banker Commercial (now CBRE) | Co-Director of Investment Sales | 1993 – 1997 | Oversaw acquisitions/dispositions in New England |
| Spaulding & Slye (now JLL) | Vice President | 1991 – 1993 | Leasing and investment sales |
| Charles E. Smith Companies (now Vornado) | Senior Sales Consultant | 1987 – 1992 | Leasing and investment sale transactions |
| Coldwell Banker | Began career | 1982 | Over $1B of real estate transactions across roles |
External Roles
- No current public company directorships disclosed for White; biography lists operating roles, not board seats at other public companies .
Board Governance
- Independence: The Board determined six of eight directors are independent (Cottone, DeAgazio, Gaw, Guinee, Murphy, Stephenson); White is not independent .
- Committee assignments: Chair, Real Estate Investment Committee (REIC), established January 14, 2025; members are Cottone, Guinee, Witherell, and White .
- Lead Independent Director: David G. Gaw; independent directors held executive sessions four times in 2024 .
- Attendance: The Board held seven meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served. No directors attended the 2024 Annual Meeting of Stockholders .
- Risk oversight: REIC assists the Board in identifying, evaluating, and recommending real estate transactions and advising on investment policies and strategies .
Fixed Compensation
Director compensation program (non-employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly in arrears |
| Audit Committee Chair fee | $12,500 | |
| Compensation Committee Chair fee | $10,000 | |
| Nominating & Corporate Governance Chair fee | $7,500 | |
| Audit Committee member fee | $5,000 | Per member |
- Equity grants: Each non-employee director receives restricted stock with a dollar value of $60,000 annually; vests at the earlier of the next annual meeting or first anniversary of grant, subject to continued service .
- Note: White is not listed among non-employee directors in the 2024 director compensation table (which includes Cottone, DeAgazio, Gaw, Guinee, Murphy), suggesting the standard non-employee director compensation disclosure did not apply to him for 2024 .
Performance Compensation
- No director-specific performance metrics disclosed; non-employee director equity awards are time-based restricted stock (not performance-based) .
- Executive performance metrics (for context): Company’s NEO annual incentive metrics included Core FFO per share, Net Debt plus Preferred to EBITDA, Same-Store Cash NOI growth, and G&A as % of Cash NOI with specified hurdle levels and weightings; however, these apply to executives, not directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: In 2024, Compensation Committee members (DeAgazio, Cottone, Guinee) were independent and not officers or employees; no related-person conflicts disclosed. White is not on the Compensation Committee .
- No related party transactions involving White disclosed for transactions exceeding $120,000 since January 1, 2024; the Company maintains a related-party transaction review policy overseen by the Nominating & Corporate Governance Committee .
Expertise & Qualifications
- Commercial real estate expertise with over $1B in transactions across brokerage, investment, consulting, and investment banking roles .
- Deep operating experience in acquisitions, syndications, and portfolio management at Franklin Street Properties, SKB, and Plymouth .
- Board skills matrix indicates White brings REIT/real estate and industrial/logistics expertise and executive leadership to the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Pendleton P. White, Jr. | 126,735 | <1.0% |
| Company shares outstanding (record date 4/23/2025) | 45,547,898 | — |
- Policy alignment: Directors, officers, and employees are prohibited from pledging Company securities or holding them in margin accounts per insider trading policy .
Governance Assessment
- Strengths:
- Chairing the Real Estate Investment Committee signals active engagement in core value creation (deal evaluation, investment policy oversight) .
- Material personal share ownership (126,735 shares) aligns incentives with stockholders .
- High shareholder support in 2025 director election: 35,528,964 For vs. 903,535 Withhold and 2,601,762 broker non-votes for White .
- Weaknesses / RED FLAGS:
- Non-independence can dilute board objectivity on investment approvals and oversight .
- No directors attended the 2024 Annual Meeting, which may be viewed as a negative engagement signal for governance-focused investors .
Shareholder Voting Signals (2025 Annual Meeting)
| Proposal | For | Against/Withhold | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Director election – Pendleton P. White, Jr. | 35,528,964 | 903,535 (Withhold) | — | 2,601,762 |
| Say-on-pay (advisory) | 35,738,777 | 595,019 | 98,703 | 2,601,762 |
| Say-on-pay frequency | 34,994,012 (1-year) | 256,698 (2-year) | 1,102,779 (3-year) | 79,010 (Abstain) |
| 2014 Incentive Plan (Amended & Restated) | 34,662,250 | 1,726,083 | 44,166 | 2,601,762 |
| Auditor ratification (PwC) | 38,838,569 | 174,650 | 21,042 | — |
- Interpretation: Strong support for White’s re-election and for executive compensation suggests investor confidence in governance and oversight .
Related-Party & Conflict Review
- No related-party transactions requiring disclosure since Jan 1, 2024; Company maintains formal review/approval policy under Item 404 of Regulation S-K .
- Anti-hedging and anti-pledging policies mitigate alignment risks for directors and officers .
Committee Overview for White
| Committee | Role | Established | Purpose |
|---|---|---|---|
| Real Estate Investment Committee | Chair | Jan 14, 2025 | Identify/evaluate real estate transactions; advise on investment policies/strategies; recommend Board approvals |
Director Compensation (Program Details; not individual)
| Pay Element | Value/Structure | Vesting |
|---|---|---|
| Cash retainer | $60,000 annually | N/A |
| Committee chair fees | Audit $12,500; Comp $10,000; Nominating $7,500 | N/A |
| Audit member fee | $5,000 | N/A |
| Equity grant (RS) | $60,000 in restricted stock annually | Earlier of next annual meeting or 1-year anniversary, subject to continued service |
- 2024 director comp table covered non-employee directors (Cottone, DeAgazio, Gaw, Guinee, Murphy) and noted no option awards; White was not listed among non-employee directors for 2024 .
Attendance & Engagement
- Board met seven times in 2024; all directors achieved at least 75% attendance for Board and their committee meetings .
- No directors attended the 2024 Annual Meeting of Stockholders, despite guidelines encouraging attendance .
Notes on Executive Compensation Policy (for context)
- Robust pay-for-performance structure for NEOs, with performance-based equity tied to absolute and relative TSR and annual cash incentives weighted 60% to objective metrics (Core FFO/share, leverage, SS Cash NOI growth, G&A efficiency) .
- Clawback policy implemented in 2023 in line with SEC/NYSE requirements .
- Stock ownership guidelines adopted in April 2025 for NEOs (5x base salary for CEO; 3x for other NEOs) .