Gary Katz
About Gary Katz
Gary M. Katz (age 60) is Chief Investment Officer of Presidio Property Trust (SQFT), appointed effective December 16, 2021, after joining the company in 2010 as SVP, Asset Management; he brings 35+ years of commercial real estate experience spanning acquisitions, leasing, asset management, and development across institutions like Legacy Partners, Lincoln Property Company, and Westcore Properties, and serves in leadership roles at NAIOP’s San Diego Chapter and previously on NAIOP’s Corporate Board . Company performance measures used by the Compensation Committee include FFO and Core FFO; pay-versus-performance disclosures show Core FFO of $(1,981,580) in 2024, $(900,271) in 2023, and $867,108 in 2022, with a $100 TSR value of $71.43 (2024), $108.83 (2023), and $31.14 (2022) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Presidio Property Trust | SVP, Asset Management | 2010 | Oversaw asset management across office/retail portfolio |
| Presidio Property Trust | Chief Investment Officer | Effective Dec 16, 2021 | Led investment strategy, acquisitions, asset allocation |
| Westcore Properties | Senior acquisition, leasing, asset mgmt., development roles | 2001–2009 | Executed transactions across western U.S., scaling portfolio footprint |
| Legacy Partners | Various institutional real estate roles | Not disclosed | Institutional-grade operating experience |
| Lincoln Property Company | Various institutional real estate roles | Not disclosed | Institutional-grade operating experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NAIOP (National) | Corporate Board member | Not disclosed | Industry advocacy and capital markets insights |
| NAIOP San Diego Chapter | President (former) | Not disclosed | Local market leadership, developer relations |
| NAIOP San Diego Chapter | Board of Directors and Treasurer (current) | Current | Governance, financial stewardship, network access |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $310,047 | $325,550 |
| Target Bonus % | Up to 100% of base | Up to 100% of base |
| Actual Cash Bonus Paid | $30,000 (paid Jan 2024) | $30,000 (paid Jan 2025) |
| All Other Compensation | $58,153 | $30,832 |
| All Other Components (401k match, insurance, etc.) | 401k match $12,000; group life $2,130; medical premiums $13,800; distributions $30,223 | 401k match $13,022; group life $2,750; medical premiums $15,060 |
Notes:
- 2024 bonuses were paid in cash in January 2025; Mr. Katz elected to receive his bonus entirely in cash for 2024 .
- Base salary per employment agreement is $325,550, subject to annual review by the Board/Compensation Committee .
Performance Compensation
| Equity/Variable Compensation | 2023 | 2024 |
|---|---|---|
| Stock Awards (grant-date fair value) | $286,143 | $360,000 |
Annual incentive metrics and evaluation framework:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| FFO/Core FFO; asset performance (occupancy, same-store NOI growth, leasing spreads); strategic execution; debt management | Not disclosed | Not disclosed | Core FFO: $(900,271) in 2023; $(1,981,580) in 2024 | Cash bonus: $30,000 (2023); $30,000 (2024) | Cash (N/A); equity vests per RSU schedule (below) |
Equity awards and vesting schedule:
| Grant | Shares Granted | Grant Date | Unvested as of 12/31/2024 | Market Value of Unvested | Vesting Schedule |
|---|---|---|---|---|---|
| RSU/Restricted Stock | 277,809 | 01/01/2023 | 92,603 | $74,082 (at $0.80) | Generally 1/3 on Dec 31 of grant year, then annually (footnote 2); as of 12/31/2024, 92,603 remained unvested |
| RSU/Restricted Stock | 200,000 | 01/05/2024 | 200,000 | $160,000 (at $0.80) | Generally 1/3 on Dec 31 of grant year, then annually (footnote 2); table shows full amount unvested at 12/31/2024 |
Compensation design notes:
- The Committee emphasizes FFO/Core FFO, growth in assets/properties, rental income, and strategic actions; it balances short-term results with long-term decisions and uses equity to align interests; equity awards vest over multi-year schedules .
- No specific 2024 target bonus was established for Mr. Katz; his bonus was determined at CEO discretion .
Equity Ownership & Alignment
| Ownership Component | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 756,705 shares | 5.3% of outstanding shares (14,154,032) |
| Unvested Shares | 292,603 | From outstanding awards (92,603 from 2023 grant; 200,000 from 2024 grant) |
| Warrants (Series A) | 158,958 | Series A Common Stock issuable upon exercise |
| Pledging/Hedging | Not disclosed | Insider Trading Policy prohibits trading while in possession of MNPI and restricts trading windows |
| Ownership Guidelines | Not disclosed | Corporate governance documents include stock ownership/trading policies; details not disclosed in proxy |
Implications:
- Multi-year vesting and substantial unvested equity (292,603 shares as of 12/31/2024) can create periodic insider selling pressure upon vesting events; warrants add incremental optionality exposure .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Date & Term | Employment agreement dated Feb 6, 2024; 3-year term with automatic 1-year renewals unless either party gives 3 months’ notice |
| Base Salary | $325,550; subject to annual review |
| Target Bonus | Up to 100% of base, subject to Board-established objectives |
| Good Reason Severance | Cash equal to 1.5× base salary (current/preceding year), plus 1.0× average cash bonuses of prior two years; 12 months of healthcare benefits/COBRA; immediate vesting of 100% of outstanding unvested non-performance equity awards; plus accrued obligations and vested benefits |
| Termination (Cause / Without Good Reason) | Accrued obligations and vested benefits only |
| Death/Disability | Accrued obligations, expense reimbursement, vested benefits |
| Equity Acceleration | 100% acceleration of unvested non-performance-based equity upon Good Reason termination |
| Clawback | Company-wide clawback policy compliant with SEC/Nasdaq Rule 10D-1 |
| Confidentiality/Restrictive Covenants | Confidentiality and injunctive relief; no non-compete/non-solicit disclosed |
| Arbitration/Governing Law | Arbitration in San Diego, CA; governed by California law |
Related governance and plans:
- 2017 Incentive Award Plan includes RSUs/restricted stock awards, with evergreen provision to 15% of outstanding shares; Board seeks stockholder approval to increase pool to 4,500,000 and maintain evergreen to 15% .
Compensation Structure Analysis
- Mix shift: Significant equity component ($360k in 2024; $286k in 2023) indicates reliance on stock awards despite negative Core FFO, suggesting alignment emphasis via equity rather than cash .
- Discretionary elements: 2024 bonus for Mr. Katz determined at CEO discretion, with no specific target established, reducing transparency into pay-for-performance calibration .
- Equity vesting: 3-year vesting cadence on recent grants supports retention but may create predictable selling windows at year-end vest dates .
- Clawback: Formal clawback policy mitigates misconduct risk, enhancing pay governance .
Say-on-Pay & Shareholder Feedback
- Prior say-on-pay approval around 90% in 2022; the next say-on-pay and frequency votes occur at the 2025 Annual Meeting .
Risk Indicators & Red Flags
- Dilution/overhang: Proposal to expand equity plan to 4.5 million shares and evergreen feature to 15% raises dilution risk, potentially impacting long-term alignment and investor returns .
- Trading constraints: Insider Trading Policy imposes trading windows and prohibits trading on MNPI; however, no explicit pledging/hedging prohibitions disclosed in proxy text .
- Related party transactions: None material over $120,000 involving executives disclosed for last two fiscal years; payroll reimbursements at cost to affiliated entities noted .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return – $100 initial fixed value | $31.14 | $108.83 | $71.43 |
| Net Income | $(6,736,371) | $8,027,600 | $(27,865,225) |
| Core FFO | $867,108 | $(900,271) | $(1,981,580) |
Notes:
- Compensation Committee uses FFO/Core FFO and other operating metrics in evaluation .
Education & Qualifications
- B.A. in Economics, University of California San Diego .
- Extensive institutional real estate experience; industry leadership via NAIOP roles .
Investment Implications
- Alignment: Katz’s 5.3% beneficial stake and substantial unvested equity (292,603 shares as of 12/31/2024) indicate meaningful alignment; expect periodic supply at vesting dates, potentially adding near-term selling pressure .
- Retention/Severance: Robust Good Reason severance (1.5× salary + prior bonus average + 12 months benefits + equity acceleration) reduces retention risk but raises change-in-control/transition expense exposure; the acceleration feature can front-load equity value upon departure .
- Governance: Discretionary bonus setting for Katz and proposed expansion of equity plan with evergreen to 15% suggest scrutiny on dilution and pay-for-performance calibration; clawback policy and insider trading procedures support governance hygiene .
- Performance lens: Negative Core FFO in 2023–2024 and volatile TSR underscore execution risk in portfolio strategy; equity-heavy pay may be appropriate for alignment but should be tied to clearer, disclosed metrics to strengthen investor confidence .