Philip Cottone
About Philip S. Cottone
Philip S. Cottone (age 85) is an independent director of Plymouth Industrial REIT and has served since the completion of the company’s initial listed public offering; he is currently a member of the Audit Committee, Compensation Committee, Nominating & Corporate Governance Committee, and the Real Estate Investment Committee . He is an attorney and long‑tenured FINRA/AAA arbitrator and mediator focused on securities, real estate, and commercial matters; he holds an A.B. from Columbia College and an LL.B. from NYU School of Law, with multiple professional recognitions in dispute resolution . The Board has determined Cottone is independent under NYSE rules; six of eight current directors are independent and the Board holds regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Port of New York Authority | Manager of Real Estate; responsible for acquisition of the World Trade Center property | 1966–1972 | Major public real estate acquisition leadership |
| IU International (NYSE: IU), Fortune 100 | Senior Real Estate Officer and Group Executive | 1972–1981 | Led real estate operations at large industrial conglomerate |
| Ascott Investment Corporation (and NASD broker-dealer) | Co‑founder; Chairman & CEO; Founder & President of broker‑dealer; led 65‑person team executing 30+ real estate programs across 14 states | Founded 1981 | Real estate investment/development/syndication; capital formation and asset management |
| New York University – Real Estate Institute | Adjunct faculty; authored and taught real estate securities course | 1995–2005 | Academic contributor to real estate capital markets education |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Government Properties Trust (NYSE: GPT) | Director; Chair, Nominating & Governance Committee | 2003–2008 | Led governance at public REIT |
| Boston Capital REIT (public, non‑traded) | Lead Director | 2004–2009 | Independent leadership on board of non‑traded public REIT |
| NASD (predecessor to FINRA) | Governor; Vice Chairman (1991); National Business Conduct Committee Member (1989), Chair (1990) | 1989–1991 (Gov.); 1991 (Vice Chair) | Oversight of broker‑dealer conduct and market integrity |
| International Right of Way Association | General Counsel & Executive Committee member; Trustee & Treasurer, IRWA Foundation | 1977–1983; 1998–2002 (GC & ExComm); 1988–1997 (Foundation) | Legal/governance roles in infrastructure/right‑of‑way field |
| Real Estate Securities & Syndication Institute (RESSI) | National President | 1988 | Leadership in real estate securities professional body |
| The Counselors of Real Estate | National Chair | 2004 | Leadership of elite real estate advisory organization |
| FINRA/AAA/Counselors of Real Estate | Arbitrator (since 1977) and Mediator (since 1995); IMI‑certified mediator; American College of Civil Trial Mediators member | 1977–present (arb.); 1995–present (med.) | Dispute resolution expertise in securities/real estate |
Board Governance
- Independence and leadership: The Board deems Cottone independent; six of eight directors are independent, with a lead independent director (Gaw) and regular executive sessions after each quarterly meeting (four in 2024) .
- Committee assignments and chairs:
- Audit Committee: Cottone, Gaw (Chair), Guinee, Stephenson; Audit met 8 times in 2024; all members financially literate; three qualify as audit committee financial experts (Gaw, Guinee, Stephenson) .
- Compensation Committee: Cottone, DeAgazio (Chair), Guinee; met 2 times in 2024 .
- Nominating & Corporate Governance: Cottone, DeAgazio, Murphy (Chair); met 1 time in 2024 .
- Real Estate Investment Committee: Cottone, Guinee, Witherell, White (Chair); established January 14, 2025 .
- Attendance: The Board met 7 times in 2024; all directors attended at least 75% of Board and committee meetings; however, none of the directors then serving attended the 2024 Annual Meeting of Stockholders (engagement watchpoint) .
- Conflicts controls: Anti‑hedging and anti‑pledging policies are in place; insider trading policy prohibits holding or pledging company securities in margin accounts .
- Clawback: Incentive-based compensation recoupment policy adopted October 31, 2023, consistent with SEC/NYSE rules .
Fixed Compensation
| Component | Detail | 2024 Amount for Cottone |
|---|---|---|
| Annual Board Retainer (cash) | Non‑employee director cash retainer | $60,000 |
| Committee/Chair Fees (cash) | Audit Committee member annual retainer (members receive $5,000; chair higher amounts apply to chairs of committees he does not chair) | $5,000 (reflected in “All Other Compensation”) |
| Total Cash Fees | Sum of board and committee retainers | $60,000 “Fees Paid in Cash”; $5,000 “All Other Compensation” |
| Annual Equity Grant | Restricted stock grant at $60,000 grant‑date value; vests on earlier of next annual meeting or 1‑year anniversary, subject to service | $60,000 policy value |
| Total (per proxy table) | Sum of cash and equity line items | $124,995 (Cottone) |
Notes: Non‑employee director equity awards are time‑based restricted stock; as of December 31, 2024, each non‑employee director held 2,842 outstanding stock awards and no option awards .
Performance Compensation
| Element | Metric(s) | Vesting/Measurement | Notes |
|---|---|---|---|
| Non‑employee Director Equity | None (time‑based; not performance‑based) | Vests on earlier of next annual meeting or first anniversary of grant, subject to continued service | Annual equity grant value $60,000; no stock options outstanding for non‑employee directors |
Other Directorships & Interlocks
| Company | Status | Role | Tenure | Interlocks/Conflicts |
|---|---|---|---|---|
| Government Properties Trust (NYSE: GPT) | Prior public board | Director; Chair, Nominating & Governance | 2003–2008 | None disclosed |
| Boston Capital REIT (public, non‑traded) | Prior public board | Lead Director | 2004–2009 | None disclosed |
| Compensation Committee Interlocks | Current at PLYM | Committee member (with DeAgazio, Guinee) | 2024 | No member was an officer/employee; no related‑person interlocks requiring disclosure |
Expertise & Qualifications
- Legal and dispute resolution: Attorney; arbitrator since 1977 and mediator since 1995 (FINRA/AAA/CRE); IMI‑certified mediator; American College of Civil Trial Mediators member .
- Real estate capital markets and operations: Co‑founded and led Ascott Investment Corp and its broker‑dealer; extensive acquisition/asset management/syndication track record; senior real estate leadership roles at IU International; academic instruction in real estate securities at NYU .
- Regulatory governance: Former NASD Governor and Vice Chair; chaired NASD National Business Conduct Committee; governance leadership at public REITs .
- Financial oversight: Audit Committee member; Board states all Audit members are financially literate per NYSE standards (Cottone included); three members qualify as audit committee financial experts (not including Cottone) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of April 23, 2025) | 24,009 shares; less than 1% of outstanding |
| Shares outstanding (as of April 23, 2025) | 45,547,898 |
| Derivatives/options | No option awards outstanding for non‑employee directors as of 12/31/2024 |
| Anti‑hedging/pledging | Company prohibits hedging and pledging; prohibits holding securities in margin accounts |
Insider Trades
| Date | Filing | Transaction | Shares | Price | Source |
|---|---|---|---|---|---|
| 2025‑06‑20 | Form 4 (filed 2025‑06‑23) | Stock award (grant) | 6,269 | $0.00 |
Note: Third‑party trackers indicate a June 20, 2025 stock award grant reported by Form 4; see sources above for details and to access the filing.
Related‑Party Transactions and Conflicts
- Policy and review: PLYM maintains a written policy requiring Nominating & Corporate Governance Committee review/approval of related‑party transactions exceeding $120,000 .
- Disclosures: Except as described (executive employment/CIC agreements, incentive award plan, indemnification), no related‑party transactions since January 1, 2024 involving directors, including Cottone, were disclosed .
- Anti‑conflict controls: Code of Ethics addresses conflicts; independent director executive sessions; committee independence; anti‑hedging/pledging policies .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: Nearly 94% of voted shares supported the advisory vote on executive compensation .
- Clawback: Incentive compensation recoupment policy adopted October 31, 2023, consistent with SEC/NYSE requirements .
- Director meeting attendance at the annual meeting: None of the then‑serving directors attended the 2024 Annual Meeting (engagement watchpoint) .
Compensation Structure — Director Program (for context)
| Element | Terms |
|---|---|
| Cash retainers | $60,000 annual board retainer; Audit Chair $12,500; Compensation Chair $10,000; Nominating & Governance Chair $7,500; Audit Committee members (non‑chair) $5,000; paid quarterly |
| Equity | Annual restricted stock grant of $60,000 grant‑date value; vests on earlier of next annual meeting or 1‑year anniversary; service‑based |
| Outstanding awards (12/31/2024) | Each non‑employee director held 2,842 stock awards; no options outstanding |
| Ownership guidelines | Company states it requires executive officers and directors to own/retain shares; rigorous executive guidelines (CEO 5x salary; other NEOs 3x); director multiples not specified in proxy |
Governance Assessment
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Strengths and signals supporting investor confidence:
- Independence and committee structure: Cottone serves across key oversight committees (Audit, Compensation, Nominating & Governance, and Real Estate Investment), enhancing cross‑functional governance; all three core committees are fully independent and hold executive sessions .
- Attendance and oversight cadence: Audit (8 meetings), Compensation (2), Nominating & Governance (1) in 2024; Board held 7 meetings with 75%+ attendance by all directors .
- Alignment and risk controls: Time‑based equity grants, anti‑hedging/pledging, and a formal clawback policy reduce misalignment and risk .
- Ownership: Cottone beneficially owns 24,009 shares; while <1%, ongoing equity grants and ownership guidelines provide alignment .
-
Watchpoints / potential red flags:
- Annual meeting attendance: No directors attended the 2024 annual meeting, which may be viewed negatively for shareholder engagement; investors may seek commitments to attend future meetings .
- Performance linkage for director equity: Director equity is time‑based rather than performance‑based; while common for boards, some investors prefer longer vesting or holding requirements for enhanced alignment .
- Age and workload: At age 85 with multiple committee roles, succession/refreshment planning and workload management remain relevant governance considerations, though independence and attendance standards were met in 2024 .
Overall, Cottone brings deep real estate, securities, and dispute resolution expertise with extensive prior governance leadership at public REITs. His broad committee participation, independence, and the company’s strengthened governance policies (clawback; anti‑hedging/pledging) support board effectiveness; engagement at annual meetings and continued refreshment planning warrant ongoing monitoring .