Robert Stephenson
About Robert O. Stephenson
Robert O. Stephenson (age 61) was appointed an independent director of Plymouth Industrial REIT in March 2025 and serves on the Audit Committee; he is designated an audit committee financial expert. He is the long‑tenured Chief Financial Officer of Omega Healthcare Investors (NYSE: OHI) since August 2001, with prior finance and operations roles at Integrated Health Services (SVP/Treasurer), CSX Intermodal, Martin Marietta, and Electronic Data Systems. He holds a B.S. in Finance from the University of Baltimore and an M.S. in Finance from Johns Hopkins University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omega Healthcare Investors (NYSE: OHI) | Chief Financial Officer | Aug 2001–present | Public company CFO; capital markets and REIT finance leadership |
| Integrated Health Services (NYSE: IHS) | SVP & Treasurer | 1996–Jul 2001 | Corporate treasury and financing |
| CSX Intermodal; Martin Marietta; Electronic Data Systems | Various finance/operations roles | Prior to 1996 | Operational finance and systems experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Maryland Medical Center | Board Member | Current | Flagship academic medical center board service |
| University of Baltimore Foundation | Board Member | 2015–2019 | Higher education foundation governance |
| Nareit CFO Council; Association for Financial Professionals; NACD | Member | Ongoing | Professional governance/finance affiliations |
Board Governance
- Independence: Board determined Stephenson is “independent” under NYSE rules; six of eight current directors are independent .
- Committee assignments: Audit Committee member; Audit Committee chaired by Lead Independent Director David Gaw. Stephenson qualifies as an “audit committee financial expert” .
- Board leadership and oversight: CEO serves as Chair; Lead Independent Director coordinates executive sessions. Independent directors and Audit Committee met in executive session four times in 2024 .
- Meetings and attendance: Board held seven meetings in 2024; all then‑serving directors attended at least 75% of board and committee meetings. Directors are encouraged to attend the Annual Meeting, though none attended the 2024 meeting .
- Election support (2025): Stephenson received 36,252,628 “For” votes, 179,871 “Withhold,” with 2,601,762 broker non‑votes, the strongest support among nominees .
| Governance Element | Detail |
|---|---|
| Independence status | Independent director; audit committee financial expert |
| Committees | Audit Committee (member) |
| Lead Independent Director | David Gaw |
| Executive sessions (2024) | 4 sessions of independent directors/Audit Committee |
| Board meetings (2024) | 7; ≥75% attendance by all then‑serving directors |
| Annual meeting attendance (2024) | None of directors attended |
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $60,000 | Paid quarterly in arrears |
| Audit Committee chair fee | $12,500 | Additional annual cash retainer |
| Compensation Committee chair fee | $10,000 | Additional annual cash retainer |
| Nominating & Corporate Governance chair fee | $7,500 | Additional annual cash retainer |
| Audit Committee member fee | $5,000 | Additional annual cash retainer per member |
Director compensation policy (2024 actuals shown for incumbents; Stephenson joined March 2025 and did not have 2024 director pay):
| Director | Fees Paid in Cash | Equity (Grant‑Date FV) | Total |
|---|---|---|---|
| Philip S. Cottone | $60,000 | $64,995 | $124,995 |
| Richard J. DeAgazio | $60,000 | $69,995 | $129,995 |
| David G. Gaw | $60,000 | $72,495 | $132,495 |
| John W. Guinee | $60,000 | $64,995 | $124,995 |
| Caitlin Murphy | $60,000 | $67,495 | $127,495 |
| Robert O. Stephenson | — (joined 2025) | — (joined 2025) | — |
Performance Compensation
| Equity Award Type | Annual Grant Value | Vesting | Notes |
|---|---|---|---|
| Restricted stock (non‑employee directors) | $60,000 | Vests on earlier of next annual meeting or first anniversary, subject to service | Granted to directors serving as of each annual meeting |
| Change‑in‑control treatment | — | Unassumed awards fully vest and become exercisable; Board may terminate awards with exercise window | Applies per Incentive Award Plan |
| Clawback | — | Awards subject to company clawback policy and award terms | Company adopted Dodd‑Frank compliant recoupment policy (Oct 31, 2023) |
| Anti‑hedging/pledging | — | Prohibited for directors and officers | Alignment governance safeguard |
No performance‑based equity is disclosed for directors; director equity grants are time‑based restricted stock with the terms above .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Omega Healthcare Investors (NYSE: OHI) | Public REIT | CFO (not a director) | Different property type (healthcare vs industrial); no related‑party transactions disclosed |
| University of Maryland Medical Center | Non‑profit | Board Member | Health system governance; no PLYM conflict disclosed |
| University of Baltimore Foundation | Non‑profit | Former Board Member (2015–2019) | No current conflict disclosed |
Expertise & Qualifications
- Financial leadership: >20 years as public company CFO; designated “audit committee financial expert” .
- Capital markets/REIT finance: Extensive treasury, financing, and REIT operations experience .
- Education: B.S. Finance (University of Baltimore), M.S. Finance (Johns Hopkins) .
- Professional affiliations: Nareit CFO Council, Association for Financial Professionals, NACD .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert O. Stephenson | — | <1% | No beneficial ownership reported as of April 23, 2025 |
Company equity ownership policy indicates directors are required to own and retain shares of common stock with significant value; anti‑hedging/pledging policies in place .
Governance Assessment
-
Strengths:
- Independent status with deep public REIT CFO experience; audit committee financial expert designation enhances financial oversight .
- Strong investor support: highest “For” votes among 2025 nominees (36.25M) indicating confidence in board composition and Stephenson’s candidacy .
- Robust governance framework: independent committee composition; regular executive sessions; anti‑hedging/pledging; Code of Ethics; clawback policy .
-
Watch items:
- Ownership alignment: No beneficial ownership reported at April 23, 2025; alignment expected to increase via annual director restricted stock grant if serving at annual meeting, but 2025 individual grant not specifically disclosed in the proxy .
- Annual meeting attendance: None of the directors then serving attended the 2024 Annual Meeting (board encourages attendance); monitor 2025/2026 attendance disclosures for engagement signals .
-
Conflicts/Related‑party:
- No related‑party transactions disclosed involving Stephenson; company maintains formal review/approval policy for related parties .
- External CFO role at OHI appears non‑overlapping with PLYM’s industrial portfolio; no business dealings disclosed between entities .
-
Shareholder sentiment indicators:
- Say‑on‑pay (2025): 35,738,777 For; 595,019 Against; 98,703 Abstain; broker non‑votes 2,601,762—strong support for compensation framework .
- Incentive Plan approval (2025): 34,662,250 For; 1,726,083 Against; 44,166 Abstain; supports ongoing equity‐based incentives and governance controls .
Overall, Stephenson’s appointment adds seasoned REIT finance expertise to the Audit Committee, with strong election support and governance safeguards in place; near‑term focus should be on tracking personal share accumulation from director grants and meeting attendance to reinforce alignment and engagement .