Richard DeAgazio
About Richard J. DeAgazio
Independent director since Plymouth Industrial REIT’s 2017 IPO; age 80. Principal of Ironsides Assoc. LLC (financial services marketing/sales consulting) since June 2007; extensive prior experience founding and leading Boston Capital Securities and serving on FINRA governance bodies. Education: Northeastern University. Tenure on PLYM Board since IPO; currently chairs the Compensation Committee and serves on Nominating & Corporate Governance and Sustainability Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Capital Securities (affiliate of Boston Capital Corp.) | Founder & President; EVP & Principal at Boston Capital Corp. | 1981–Dec 2007 | Built and led FINRA-registered broker-dealer; oversaw capital raising for real estate funds |
| Dresdner Securities (USA), Inc. | SVP & Director, Brokerage Division | Pre-1981 | Led brokerage operations; international investment-banking firm |
| Burgess & Leith/Advest | Vice President | Pre-1981 | Brokerage leadership |
| FINRA (NASD predecessor) | National Board of Governors; National Adjudicatory Council; Various committees (incl. Direct Participation Program) | Various years; Vice Chair District 11 | Chaired Statutory Disqualification Subcommittee; Nominating Committee; State Liaison Committee; regulatory oversight |
| Boston Stock Exchange | Member | 42 years | Market participation/oversight |
| Cognistar Corporation; FurnitureFind.com | Director | Not disclosed | Board service |
| Bunker Hill Community College | Vice-Chair, Board of Trustees (retired) | Not disclosed | Academic governance |
| Junior Achievement of Massachusetts | Trustee (retired) | Not disclosed | Non-profit governance |
| Ron Burton Kid’s Training Village | Board of Advisors (retired) | Not disclosed | Community advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ironsides Assoc. LLC | Principal | Since June 2007 | Financial services marketing/sales consulting |
| Soom, Inc. | Chairman | 2009–2024 | Supply chain software company (private) |
| Commodore Builders | Director (former) | Not disclosed | Construction management firm |
| Billaway.com | Chairman, Advisory Board | Since 2016 | Cloud-based mobile data platform |
| Northeastern University | Board of Corporators, Emeritus | Not disclosed | University governance |
| Numerous non-profits | Board roles | Various | Ongoing community involvement |
Board Governance
- Independence: Board determined DeAgazio is independent under NYSE rules and Exchange Act Rule 10A-3; all members of Compensation, Audit, and Nominating & Corporate Governance Committees are independent .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance; Member, Sustainability Committee .
- Board/committee activity: Board held 7 meetings in 2024; all directors attended at least 75% of board and committee meetings; independent directors held executive sessions quarterly; none of the directors attended the 2024 Annual Meeting (note on shareholder engagement) .
- Governance practices: Anti-hedging and anti-pledging policy for directors; regular independent executive sessions; lead independent director structure; annual self-evaluations with outside counsel .
Fixed Compensation (Director)
| Component | Structure | 2024 Amounts (DeAgazio) |
|---|---|---|
| Annual Cash Retainer | Non-employee director cash retainer | $60,000 |
| Committee Chair Fee | Compensation Committee Chair | $10,000 |
| Committee Membership Fees | Audit Committee members receive $5,000; Nominating & Corporate Governance Chair $7,500; Audit Chair $12,500 (not DeAgazio) | DeAgazio received $10,000 chair fee; no audit membership fee disclosed for him |
| Meeting Fees | None disclosed | — |
| 2024 Total (per proxy table) | Cash + equity grant fair value | $129,995 total; cash fees $60,000; “All Other Compensation” $10,000; total includes equity grant fair value (see equity compensation) |
Performance Compensation (Director)
| Equity Grant Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual Restricted Stock | $60,000 denominated value | Vests at earlier of next annual meeting or first anniversary, subject to continued service | Rounded to whole shares; standard for all non-employee directors |
| Outstanding Stock Awards | 2,842 shares (each non-employee director) | Not specified (time-based) | Directors held 2,842 outstanding stock awards as of 12/31/2024; no options outstanding |
Oversight context (Compensation Committee): As chair, DeAgazio oversees executive pay metrics and structure. 2024 annual cash incentive metrics and outcomes shown below—useful for evaluating pay-for-performance rigor overseen by the committee .
| 2024 Executive Cash 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% | — | — | — | Target-level only per committee |
Additional governance signal: Independent compensation consultant Ferguson Partners (FPC) engaged; peer group reviewed annually; no compensation committee interlocks or insider participation in 2024 .
Other Directorships & Interlocks
| Category | Current | Prior |
|---|---|---|
| Public company directorships | None disclosed | Not disclosed as current; past service at Cognistar and FurnitureFind.com noted without public status |
| Potential interlocks/conflicts | None disclosed; related party transactions policy in place; no related transactions reported for directors | — |
Expertise & Qualifications
- Real estate securities and syndication leadership; founder of Boston Capital Securities with multi-decade capital markets and distribution experience .
- FINRA governance roles (National Board of Governors; adjudicatory/disciplinary committees) indicating regulatory and compliance expertise beneficial for compensation and governance oversight .
- Broad board and advisory experience across financial services, construction, and technology (supply-chain, mobile data), plus sustained market experience (Boston Stock Exchange member 42 years) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Richard J. DeAgazio | 37,001 | <1.0% | As of 4/23/2025; total shares outstanding 45,547,898 |
| Outstanding Director Stock Awards | 2,842 | — | Each non-employee director held 2,842 outstanding stock awards; no option awards |
| Hedging/Pledging | Prohibited | — | Directors may not hold shares in margin accounts or pledge as collateral; anti-hedging policy in place |
Governance Assessment
- Strengths: Independent chair of Compensation Committee; independent boards/committee composition; robust anti-hedging/pledging; use of independent consultant; strong say-on-pay support (~94% in 2024), indicating investor alignment with compensation oversight .
- Alignment: Annual director equity grants ($60k) with short vest ensure ongoing service alignment; personal share ownership (37,001) adds skin-in-the-game; no options outstanding (reduces risk of repricing optics) .
- Risks/Red Flags: None of the directors attended the 2024 Annual Meeting—could be perceived as limited retail investor engagement; monitor ongoing attendance at annual meetings and continued independent executive sessions .
- Conflicts/Related Parties: No related party transactions involving DeAgazio disclosed; compensation committee free of interlocks/insider participation in 2024 .
- Plan changes: 2014 Incentive Plan amended in 2025 to add 500,000 shares (~1.1% of combined shares/OP units) and remove legacy Section 162(m) individual limits—watch aggregate grant rates to ensure director/executive equity inflation risk is contained .
- Clawbacks/Parachutes: Company-wide clawback policy adopted Oct 2023; no tax gross-ups—“best pay cap” for excise tax mitigation in change-in-control agreements (applies to executives; director awards subject to plan clawback provisions where applicable) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: 2024 advisory support nearly 94%; board recommending annual (1-YEAR) say-on-pay frequency in 2025 to align with prior shareholder preference .
- Engagement: Independent director executive sessions quarterly; formal communications channels to independent directors; adoption of sustainability and cybersecurity board committees enhances oversight transparency .
Compensation Committee Analysis (Oversight Quality)
- Membership: DeAgazio (Chair), Cottone, Guinee—fully independent .
- Consultant: Ferguson Partners (FPC), annually assessed for independence; peer group constructed around median size and sector comparables; no conflicts of interest reported .
- Pay-for-Performance: 2024 bonuses funded 22.5% below target; performance RSUs tracking below threshold—signals rigor in metric calibration and downside sensitivity .
Related Party Transactions
- Policy: Nominating & Corporate Governance Committee reviews/approves any transactions >$120,000 with related persons; none disclosed involving directors for 2024–2025 period .
Board Governance (Additional Context)
- Independent directors: 6 of 8; lead independent director structure; executive sessions quarterly; audit committee has two “financial experts” as defined by SEC .
- Committees active: Sustainability Committee (DeAgazio member) and Real Estate Investment Committee established Jan 2025; signals expanded oversight in ESG and investment underwriting .
All information above is sourced from Plymouth Industrial REIT’s 2025 DEF 14A proxy statement and cited accordingly.