William S. Susman
About William S. Susman
Independent trustee of Power REIT with 25+ years in investment banking across transportation and consumer sectors; currently leads Cascadia Capital’s consumer, retail and e‑commerce practice after selling Threadstone Capital to Cascadia in January 2024 . Age 61 as of March 29, 2025 ; trustee of Power REIT since December 2011 and of P&WV since May 2011 . Considered independent under NYSE American standards; chairs Compensation, Nominating, and Special Committee – Related Party Transactions; member of Audit Committee . Education: B.S. in Business Administration (University of Michigan) and Master’s from Northwestern’s Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cascadia Capital | Leads consumer, retail & e‑commerce investment banking practice | Since Jan 2024–present | Brings transaction and sector expertise to PW’s compensation and governance oversight |
| Threadstone Advisors/Threadstone Capital | Founder; sold to Cascadia | 2011–Jan 2024 | Boutique IB leadership; governance perspective from founder/operator |
| Financo | President | 2004–2011 | Consumer/retail M&A advisory leadership |
| Merrill Lynch | Head, Transportation & Consumer Group | Not disclosed | Advised major railroads; finance expertise applicable to PW/P&WV |
| Salomon Brothers | Transportation group (career start) | Not disclosed | Early capital markets grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Preferred Fragrances (private) | Director | Not disclosed | Private company board; consumer sector exposure |
| Jonathan Adler Enterprises (private) | Director | Not disclosed | Private company board; retail/brand exposure |
| Public company boards | — | — | None disclosed in proxy |
Board Governance
- Independence: Determined independent under NYSE American; Board has 3 independent trustees (Susman, Haynes, D’Aguilar), CEO/Chair Lesser not independent .
- Committee assignments: Compensation Committee Chair (since Dec 2011); Nominating Committee Chair (since Aug 2012); Special Committee – Related Party Transactions Chair (since Mar 2022); Audit Committee member (since Feb 2024) .
- Annual meeting attendance: Three of four trustees attended the 2024 annual meeting .
| Committee (2024) | Chair | Susman’s Role | Meetings Held | Written Consents |
|---|---|---|---|---|
| Audit | D. D’Aguilar | Member | Not quantified; met to approve filings | 2 |
| Compensation | W. S. Susman | Chair | 0 | 0 |
| Nominating | W. S. Susman | Chair | 0 | — |
| Special Committee – Related Party Transactions | W. S. Susman | Chair | 0 | — |
The Special Committee comprises independent trustees and is mandated to pre‑approve related party transactions; it did not meet in 2024 .
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($) | Option Awards ($/Shares) | Meeting Fees ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 / – | $0 | $0 | $0 |
No restricted stock or options were granted to independent trustees in 2024; no reimbursements were made in 2024 .
Performance Compensation
| Metric | FY2024 |
|---|---|
| Restricted stock awards granted (#) | 0 |
| Stock options granted (#) | 0 |
| Performance metrics tied to director pay | None disclosed |
Compensation Clawback Policy adopted via Compensation Committee charter amendment (2023), applies to performance-based compensation, primarily for executives .
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock |
|---|---|---|---|
| Private | Preferred Fragrances | Director | None disclosed with PW counterparties |
| Private | Jonathan Adler Enterprises | Director | None disclosed with PW counterparties |
| Public | — | — | None disclosed |
Related party transactions at PW primarily involve entities affiliated with CEO David Lesser (HBP, IntelliGen, MILC); these are reviewed by independent trustees and the Special Committee chaired by Susman .
Expertise & Qualifications
- Transportation/rail finance expertise from Merrill Lynch and Salomon Brothers; relevant to P&WV oversight .
- Consumer/retail advisory leadership (Financo, Threadstone, Cascadia), useful for compensation benchmarking and strategic oversight .
- Education: University of Michigan B.S.; Northwestern Kellogg master’s .
- Determined “financially literate”; Audit Committee comprised solely of independent trustees .
Equity Ownership
| Metric | Mar 31, 2025 | Jul 28, 2025 |
|---|---|---|
| Beneficial ownership (common shares) | 16,861 | 17,417 |
| Ownership % of outstanding | <1% | <1% |
| Options exercisable/vesting within 60 days | 9,444 @ $13.44 | 10,000 @ $13.44 |
| Options Outstanding (reference dates) | Dec 31, 2024 | Mar 31, 2025 | Jul 28, 2025 |
|---|---|---|---|
| Option shares outstanding | 10,000 | 9,444 vest/vestable within 60 days | 10,000 |
| Exercise price | $13.44 | $13.44 | $13.44 |
| PW share price reference | $1.33 (Dec 31, 2024) | — | — |
As of Dec 31, 2024, the reference share price was $1.33; director options at $13.44 were significantly out‑of‑the‑money .
Governance Assessment
- Strengths: Long‑tenured independent trustee with extensive finance experience; chairs Compensation, Nominating, and Special Committees, signaling board reliance on his governance leadership . Membership on Audit Committee adds oversight breadth .
- Alignment: Holds common shares and long‑dated options, but options priced at $13.44 are deeply out‑of‑the‑money given $1.33 year‑end 2024 share price, limiting near‑term incentive alignment via options .
- Process controls: Special Committee chaired by Susman reviews related party transactions; independent trustees approved legacy arrangements involving CEO‑affiliated entities (MILC/HBP/IntelliGen) as fair and reasonable .
- RED FLAGS:
- Limited committee activity in 2024: Compensation and Nominating Committees did not meet; Special Committee did not meet; Audit Committee relied on written consents twice (potential engagement risk in a year with multiple related party issues) .
- CEO concentration and related party exposure: Multiple transactions tied to CEO‑affiliated entities; leases in default/terminated and payments to MILC affiliates highlight persistent conflict management needs .
- Director pay of $0 in 2024: No cash/equity retainer for independent trustees could impair director recruitment/retention and may reduce direct pay‑for‑performance alignment at the board level .
Overall: Susman’s independence and committee leadership are positive for governance, particularly around conflict review. However, minimal committee meetings and extensive related‑party complexity elevate governance risk; option‑based alignment is currently ineffective given strike levels relative to share price .