Ronald Ohsberg
About Ronald S. Ohsberg
Ronald S. Ohsberg, age 61, has served as an independent director of PRXA since August 2016 and is the Audit Committee Chair and the Board-designated “audit committee financial expert.” He is currently Senior Executive Vice President, Chief Financial Officer, and Treasurer of Washington Trust Bancorp (CFO since February 2018; joined as Senior EVP & Treasurer in June 2017). Earlier roles include Executive VP–Finance at Linear Settlement Services, senior finance and chief accounting roles at Citizens Financial Group, leadership roles at FleetBoston Financial, and audit experience at KPMG; he holds B.S. degrees in Accounting and Finance and an MBA from the University of Rhode Island and is a CPA .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Washington Trust Bancorp | Senior EVP, CFO & Treasurer | Since Feb 2018; joined as Senior EVP & Treasurer in Jun 2017 | Senior financial leadership at multi-state bank; oversight of SEC/regulatory reporting implied by CFO role |
| Linear Settlement Services | Executive Vice President – Finance | Since Jul 2016 (prior to joining Washington Trust in Jun 2017) | Finance leadership at national title/closing services firm |
| Citizens Financial Group | EVP, Corporate Controller & Chief Accounting Officer (since 2009); previously SVP, Director of Corporate Reporting (2004–2009) | 2004–2016 (various roles) | Led SEC/regulatory reporting; helped execute $12.3B bank IPOs; established SOX governance procedures; member of corporate governance committees |
| FleetBoston Financial (predecessor to Bank of America) | SVP, Director of Accounting | 1992–2004 | Responsible for monthly close/analytics at ~$200B institution; led SOX implementation |
| KPMG | Audit department | Career start (dates not specified) | Public accounting foundation |
External Roles
| Organization | Role | Public Company Directorships |
|---|---|---|
| Washington Trust Bancorp | Senior EVP, CFO & Treasurer | None disclosed for Ohsberg in the proxy |
Board Governance
- Independence and roles: Ohsberg is an independent director; he chairs the Audit Committee and is designated the SEC “audit committee financial expert.” The audit committee (Aubin, Engel, Ohsberg) is fully independent and NYSE-qualifying; it met five times in 2024 .
- Attendance: The Board held five meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Board structure: CEO chairs the Board; there is no Lead Independent Director. Matters involving Sponsor/Advisor/affiliates require majority approval by independent directors .
| Governance Metric (FY2024 unless noted) | Value |
|---|---|
| Director independence (Ohsberg) | Independent |
| Committee role | Audit Committee Chair; Audit Committee Financial Expert |
| Board meetings held | 5 |
| Audit Committee meetings held | 5 |
| Attendance threshold met | Each incumbent director ≥75% |
| Lead Independent Director | None |
Fixed Compensation
- Cash compensation policy for non-employee directors: $27,500 annual retainer; $1,000 per in-person Board meeting ($500 by phone); $500 per in-person Audit Committee meeting for members ($375 for the chair), $250 by phone; daily cap $1,500 when multiple meetings occur in a day; expense reimbursement provided .
| Director (2024) | Fees Earned or Paid in Cash | Stock Awards | Options | Non-Equity Incentives | Change in Pension/Deferred Comp | All Other | Total |
|---|---|---|---|---|---|---|---|
| Ronald S. Ohsberg | $31,250 | $0 | $0 | $0 | $0 | $0 | $31,250 |
Performance Compensation
- Equity program for independent directors: 250 restricted Class K shares at each re-election; initial independent directors receive 250 restricted Class K shares upon joining. Vesting: 25% annually over 4 years; full vesting upon death/disability or change in control .
- Historical grants to each independent director (includes Ohsberg):
| Grant Date | Shares Granted | Fair Value per Share | Notes |
|---|---|---|---|
| 2019-02-11 | 500 | $10.00 | Grant to each independent director |
| 2019-07-11 | 250 | $10.00 | Annual re-election grant |
| 2020-11-17 | 250 | $8.56 | Annual re-election grant |
| 2021-12-08 | 250 | $9.85 | Annual re-election grant |
| 2022-12-22 | 250 | $10.29 | Annual re-election grant |
| 2023-12-22 | 250 | $11.53 | Annual re-election grant |
| 2025-01-17 | 250 | — | Annual re-election grant (fair value not disclosed in proxy) |
Vesting schedule for director restricted shares: 25% annually over 4 years; accelerate on death/disability or change in control .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (other than PRXA) | None disclosed for Ohsberg in the proxy |
| Committee roles at other companies | Not disclosed |
Expertise & Qualifications
- Financial reporting and controls: Former CAO/Controller at Citizens; led multi-offering bank IPO process ($12.3B aggregate) and established SOX governance; prior senior accounting roles at FleetBoston; audit background at KPMG; CPA credential .
- Board-designated “audit committee financial expert” under SEC rules .
- Education: B.S. in Accounting and Finance; MBA, University of Rhode Island .
Equity Ownership
| As of Record Date (Oct 14, 2025) | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Ronald S. Ohsberg | 2,000 | <1% (*) |
(*) Represents less than 1.0% of outstanding common stock .
Governance Assessment
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Strengths
- Deep finance, accounting, and public-company reporting background aligns with Audit Chair responsibilities; formally designated as audit committee financial expert, reinforcing oversight of financial reporting and auditor independence .
- Independent status and majority-independent audit committee; audit committee met five times in 2024 and oversees auditor selection (EY; tenure since 2016) and pre-approval policies .
- Attendance threshold achieved (≥75%); Board and audit committees held a reasonable cadence of meetings in 2024 (5 each) .
-
Alignment and incentives
- Director pay is modest in cash ($31,250 in 2024 for Ohsberg) with annual restricted stock awards that vest over four years, supporting long-term alignment, albeit in relatively small share amounts for each independent director .
-
Risks and potential red flags
- Externally advised REIT with significant related-party arrangements (advisory fees, property management fees, construction reimbursement, insurance reimbursements). Such structures heighten conflict-of-interest risk and require robust independent oversight; PRXA states that transactions with the Advisor/Sponsor/affiliates require majority independent director approval .
- Proposed Second Amended & Restated Advisory Agreement would remove existing deadlines that stop accrual of the asset management fee and interest on deferred acquisition/disposition fees after August 13, 2026—extending fee accrual economics for the Advisor. If approved, this could be shareholder-unfriendly and warrants scrutiny from the Audit Chair and independent directors regarding fairness and cost-benefit to stockholders .
- No Lead Independent Director while CEO serves as Board Chair; the company asserts other governance practices offset this, but investors often prefer formal independent leadership structures .
- No specific anti-hedging policy for officers/directors (company notes common stock is not exchange-traded; no hedging transactions occurred in 2024), which may be viewed as a policy gap versus best practices, even if practical risk is limited by trading status .
Overall implication: Ohsberg’s credentials and role as Audit Chair are positives for financial oversight. However, PRXA’s external advisory model and the proposed advisory agreement changes elevate conflict and fee-accrual risks; vigilant independent oversight—particularly at the audit committee level—is essential to maintain investor confidence .