Patrick R. Haynes, III
About Patrick R. Haynes, III
Independent trustee of Power REIT (PW), age 41, serving on the Board since 2011 with over 14 years of experience at PW/P&WV; BA in U.S. History from Brown University. Considered independent under NYSE American rules; profile emphasizes real estate private equity, transaction structuring, and platform-building expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehman Brothers (Real Estate PE) | Analyst/Associate; financial analysis for >$2.0B potential acquisitions | Began 2007 | Supported buyout of fund advisory business post‑bankruptcy |
| Silverpeak Real Estate Partners | Continued post‑LB buyout | Not disclosed | Real estate assets management experience (~$18B) |
| Rockefeller Group Investment Management (Mitsubishi Estate) | Investment management; corp. acquisitions, direct investments, fundraising | Not disclosed | Financial analysis, capital formation |
| Alliance Partners HSP | Opportunistic real estate investment/development | Not disclosed | Family office-backed investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jackson River Capital (JRC) | Founder & Managing Principal | Founded 2014 | Sponsors/co‑sponsors CRE platforms (healthcare, hospitality, multifamily) |
| Wellness Real Estate Partners (WREP) | Co‑founder | Not disclosed | Acquires net‑leased behavioral health real estate |
Board Governance
- Committee assignments: Compensation Committee (member), Nominating Committee (member), Special Committee – Related Party Transactions (member) .
- Independence: “Independent trustee” per NYSE American Company Guide .
- Attendance and engagement:
- Board met 8 times in 2024; each trustee attended at least 75% of Board and committee meetings; independent trustees held executive sessions (all attended) .
- Board met 6 scheduled times in 2023; each trustee attended at least 75%; independent trustees held executive session (all attended) .
- Leadership structure: No lead independent trustee; CEO is also Chair; Board reviews need for changes periodically .
- Compensation Committee activity: Did not meet in 2024; adopted clawback policy via charter amendment in 2023 and recommended Board adoption .
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held (count) | 6 | 8 |
| Trustee attendance threshold | ≥75% | ≥75% |
| Independent trustee executive session | Held; all attended | Held; all attended |
Fixed Compensation (Director)
| Component (FY 2024) | Amount |
|---|---|
| Annual cash retainer | $0 |
| Committee chair/member fees | $0 |
| Meeting fees | $0 |
| Equity grants (RSUs/DSUs) | $0 |
| Reimbursed expenses | $0 (policy exists, none reimbursed in 2024) |
Performance Compensation (Director)
- No performance-based compensation (bonuses, PSUs, option grants in FY2024) disclosed for non‑employee trustees .
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| Public company boards (current) | None disclosed | — | No public board interlocks disclosed for Mr. Haynes |
| P&WV (subsidiary) | Trustee (since May 2011) | Historical: P&WV Audit (2010–2011), Compensation (Aug–Dec 2011) | PW’s railroad subsidiary board service |
Expertise & Qualifications
- Real estate private equity, transaction structuring, platform formation across healthcare, hospitality, multifamily; co‑founded WREP focused on behavioral health real estate .
- Education: BA, Brown University (U.S. History) .
- Prior audit/comp committee experience at P&WV enhances governance background .
Equity Ownership
| Ownership Detail | Aug 26, 2024 | Mar 31, 2025 |
|---|---|---|
| Common shares (total beneficial) | 27,448 | 29,670 |
| % of shares outstanding | <1% | <1% |
| Directly owned | 8,719 | 8,719 |
| Indirect (JRC Management LLC) | 11,507 | 11,507 |
| Options exercisable/vesting ≤60 days | 7,222 (10‑yr options, granted 7/15/2022 at $13.44) | 9,444 (10‑yr options, granted 7/15/2022 at $13.44) |
Governance Assessment
-
Strengths:
- Independence and long-tenured board service, with active roles on Compensation and Nominating Committees and the Special Committee for Related Party Transactions .
- Demonstrated engagement (≥75% attendance; participation in executive sessions) .
- Equity alignment via outstanding options; beneficial ownership albeit sub‑1% .
- Adoption of clawback policy (Compensation Committee charter amendment, 2023) supports pay‑for‑performance governance .
-
Concerns and RED FLAGS:
- Compensation Committee did not meet in 2024 despite significant operational/financial stress, which may signal limited compensation/governance oversight cadence .
- No lead independent trustee; CEO is also Chair, potentially weakening independent board leadership during distressed periods .
- Company disclosed material weaknesses in internal controls (misclassification of preferred) and ongoing efforts to remediate, which heightens governance risk; Audit Committee oversight in place but risk persists .
- Acute liquidity, going concern doubts, and default/foreclosure risk on greenhouse loan create elevated enterprise risk; board risk oversight critical .
-
Related‑party context:
- Proxy details related‑party transactions primarily involving CEO David Lesser and affiliates (MILC, IntelliGen); Mr. Haynes is not named in related‑party transaction disclosures; he serves on the Special Committee overseeing such matters .
- No Haynes‑specific pledging/hedging, loans, or related‑party transactions disclosed .
Overall implication: Haynes brings relevant real estate investment expertise and consistent engagement, but board effectiveness is constrained by limited committee activity in 2024 and leadership structure. His independence and role on the Special Committee are positives for conflict oversight; monitoring of control remediation and compensation governance cadence remains important for investor confidence .