Patrick R. Donahoe
About Patrick R. Donahoe
Independent Chair of the Board at Postal Realty Trust (PSTL); age 69; director since 2019. Former 73rd Postmaster General of the United States (2010–2015) with a 39‑year USPS career starting in 1975; prior role as Deputy Postmaster General. Education: B.A. in Economics (University of Pittsburgh) and MBA (MIT). Also serves as a director of SG360, a print and direct marketing solutions provider .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Postal Service (USPS) | Postmaster General (73rd) | Oct 2010 – 2015 | Led USPS; deep operational and government-relations expertise |
| United States Postal Service (USPS) | Deputy Postmaster General | Pre‑2010 | Senior leadership experience preceding PMG role |
| United States Postal Service (USPS) | Postal Clerk (career start) | 1975 | Ground-up operational experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SG360 | Director | Not disclosed | Print and direct marketing solutions; private company referenced in bio |
Board Governance
- Role: Independent Chair of the Board; separate from CEO; presides over executive sessions of independent directors .
- Independence: Board determined Donahoe to be independent under NYSE and SEC standards .
- Committees: Member, Audit Committee (Audit Chair is Barry Lefkowitz); not on Corporate Governance & Compensation Committee (CG&C chair is Anton Feingold) .
- Risk/Cyber oversight: Board and Audit Committee specifically oversee risk, cybersecurity and data privacy; at least biannual updates to Board; no known material breaches in the last three years .
- Attendance and engagement: 2024 meetings — Board (8), Audit (5), CG&C (7); all incumbent directors attended ≥75% of applicable meetings and all directors attended the 2024 annual meeting .
- Governance features: No classified board; no poison pill; proxy access; independent committees; anti-hedging and anti‑pledging policy; incentive compensation recoupment policy; opted out of certain Maryland anti‑takeover statutes .
Fixed Compensation (Director)
Program structure for non‑employee directors:
- Annual cash retainer: $25,000; annual equity retainer: $50,000
- Additional retainers: Independent Chair $100,000; Audit Chair $20,000; CG&C Chair $10,000; committee members $5,000; directors may elect stock/LTIP units in lieu of cash under the Alignment of Interest Program .
2024 actual compensation for Donahoe (elected equity in lieu of cash):
| Component | Amount/Units | Vesting/Notes |
|---|---|---|
| Fees paid in stock (in lieu of cash) | $81,595 | LTIP units for period after May 17, 2024; see unit detail below |
| Stock awards (annual equity + Alignment program kicker) | $176,519 | Includes time‑based LTIP awards and additional LTIP units per restriction multiple |
| Total | $258,114 | Non‑employee director; no other compensation |
Performance Compensation (Director)
Directors receive time‑based equity (no performance metrics). Donahoe elected equity in lieu of cash and received additional LTIP units via the Alignment of Interest Program (restriction multiple for three‑year period).
| Award | Grant/Units | Vesting | Notes |
|---|---|---|---|
| Time‑based LTIP units (annual director equity) | 3,627 LTIP units | 1/3 per year over 3 years | Standard director equity vesting |
| Fees in LTIP units (in lieu of cash fees) | 9,431 LTIP units for 12 months post‑May 17, 2024; prorated 5,917 LTIPs for May 17–Dec 31, 2024 | Follows three‑year schedule | Election to take fees as units |
| Alignment kicker (three‑year restriction) | 5,659 additional LTIP units | Cliff after 3 years | Multiple applied under Alignment Program |
Alignment of Interest Program mechanics (directors and executives): participants taking equity in lieu of cash receive additional awards based on elected restriction period; for a 3‑year period, the restriction multiple is 0.3x, with awards subject to forfeiture if service conditions aren’t met .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock / Relevance |
|---|---|---|---|
| SG360 | Private | Director | Not identified as customer/supplier; no PSTL related‑party transactions disclosed with SG360 - |
Expertise & Qualifications
- Government relations and USPS domain expertise (39‑year USPS career; PMG): highly relevant given PSTL’s single‑tenant focus on USPS properties .
- Finance, risk management, public company governance, and technology/cyber oversight experience cited by the Company’s skills matrix and bio .
- Independent Board leadership experience as PSTL’s Chair .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A shares beneficially owned | 43,666 | As of March 17, 2025 |
| LTIP/OP Units beneficially owned (total) | 65,076 LTIP units | As of 12/31/2024 (director comp footnote); unvested LTIPs: 49,355 |
| Total Class A + OP/LTIP beneficial ownership | 108,742 | Sum aligns with shares + LTIPs |
| Ownership as % of Class A shares outstanding | * (<1.0%) | Asterisk denotes less than 1% in proxy table |
| Pledged shares/units | None disclosed | Company states no pledges by any director/officer as of record date |
| Stock ownership policy | 5x annual cash retainer for independent directors; 5‑year compliance window; must retain 100% net after‑tax equity until compliant | Policy terms and retention rule |
| Anti‑hedging / anti‑pledging | Hedging and pledging prohibited (limited exceptions with approval) | Policy overview |
Board Governance Assessment (Investor Signals)
- Positive alignment: Independent Chair structure; four of five directors independent; independent executive sessions; robust anti‑hedging/anti‑pledging; clawback policy; proxy access; no poison pill .
- Engagement/attendance: Board and committee activity (8/5/7 meetings in 2024) with all directors meeting ≥75% attendance and attending annual meeting—supports board effectiveness .
- Audit oversight: Donahoe serves on Audit (Lefkowitz is the financial expert and chair), providing additional risk/cyber oversight continuity from his operating background .
- Ownership alignment: Donahoe takes fees in LTIP units and holds meaningful equity; no pledging—good “skin‑in‑the‑game” optics under the director ownership policy .
RED FLAGS / Watch items:
- Perceived conflict risk: PSTL is heavily reliant on USPS as its sole/primary tenant; Donahoe’s prior role as Postmaster General underscores influence/relationship advantages but could be perceived as a soft conflict—no related‑party transactions disclosed with him; related‑party items in the proxy pertain to the CEO and affiliates, not Donahoe - -.
- Concentrated tenant exposure is a structural risk (company‑level); board skills matrix appropriately emphasizes government relations and USPS expertise to mitigate oversight risk .
Appendix Tables
Committee Assignments and 2024 Activity
| Committee | Donahoe Role | 2024 Meetings | Notes |
|---|---|---|---|
| Board of Directors | Independent Chair | 8 | Independent directors meet in executive session; Chair presides |
| Audit Committee | Member | 5 | Cyber/risk oversight; Audit Chair is Lefkowitz (financial expert) |
| Corporate Governance & Compensation | Not a member | 7 | Oversees ESG, human capital, compensation |
Director Compensation Detail (2024)
| Item | Amount/Units | Notes |
|---|---|---|
| Fees paid in stock (in lieu of cash) | $81,595 | In LTIP units |
| Stock awards (time‑based + alignment units) | $176,519 | Includes annual LTIP award + Alignment kicker |
| Total | $258,114 | Non‑employee director total |
| Units issued in lieu of cash fees (12‑mo period post‑May 17, 2024) | 9,431 LTIPs (5,917 prorated through 12/31/24) | Three‑year vesting |
| Annual time‑based LTIP award | 3,627 LTIPs | Vests 1/3 annually over 3 years |
| Alignment additional LTIPs | 5,659 LTIPs | Three‑year restriction multiple applied |
Beneficial Ownership (as of record dates cited)
| Holder | Class A Shares | LTIP/OP Units (Total) | Unvested LTIPs | Total Class A + OP/LTIP | % of Class A |
|---|---|---|---|---|---|
| Patrick R. Donahoe | 43,666 | 65,076 | 49,355 | 108,742 | * (<1%) |
Policies Relevant to Director Alignment
- Stock ownership policy: Independent directors at 5x annual cash retainer; five‑year attainment; retain 100% net after‑tax equity until compliant .
- Insider trading/anti‑hedging/anti‑pledging: Hedging and pledging prohibited (limited waiver process; none disclosed for Donahoe); blackout periods; pre‑clearance .
- Clawback: Incentive compensation recoupment policy (primarily executive‑focused, aligned with NYSE Rule 10D‑1) .