Jack Heilbron
About Jack Heilbron
Presidio Property Trust’s Chairman, President, and Chief Executive Officer since inception; age 74; B.S. in Business Administration from Cal Poly San Luis Obispo . The company’s pay-versus-performance disclosure shows Total Shareholder Return for a fixed $100 investment of $31.14 (2022), $108.83 (2023), and $71.43 (2024); Net Income of $(6.74) million (2022), $8.03 million (2023), and $(27.87) million (2024); and Core FFO of $867,108 (2022), $(900,271) (2023), and $(1,981,580) (2024) . He serves as both CEO and Chairman, with an appointed Lead Independent Director overseeing independent sessions, agenda review, and liaison duties .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Presidio Property Trust, Inc. | Chairman, President & CEO; Director | Since inception | Strategic and operational leadership of diversified REIT platform |
| NetREIT Dubose Model Home REIT, Inc. | Chairman, President & CEO | Since inception | Oversight of model home REIT strategy affiliated with Presidio |
| NetREIT Advisors, LLC; Dubose Advisors, LLC; NTR Property Management, Inc. | CEO/President/Managing Member | Since inception | Management and advisory of affiliated entities supporting REIT operations |
| Murphy Canyon Acquisition Corp. | CEO & Chairman | Oct 2021 – Sept 2023 | Led SPAC; subsequent de-SPAC created bonus entitlement mechanics used in 2024 |
| Clover Income and Growth REIT | Chairman/Director | 1994–1999 | Prior REIT leadership experience |
| CI Holding Group and subsidiaries | Founding officer/director/stockholder | Prior | Investment advisory/financial services leadership |
| Centurion Counsel, Inc. | Chairman & CEO | Current | Registered investment advisor; shares/votes noted in beneficial ownership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Centurion Counsel Funds | Director | 2001–2005 | Registered investment company directorship |
| Puppy Toes, Inc. (and subsidiaries incl. Centurion Counsel, Inc.) | Controlling shareholder | Current | Related holdings included in beneficial ownership |
| SPAC-related (Murphy Canyon) | CEO & Chairman | Oct 2021 – Sept 2023 | SPAC completion influenced 2024 CEO bonus shares |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $425,996 | $447,297 |
| Target Bonus (% of salary) | Up to 100% | Up to 100% |
| Actual Cash Bonus ($) | $0 (SCT non‑equity) | $0 (SCT non‑equity) |
| Stock Awards ($, grant date fair value) | $200,000 | $232,000 |
| Perquisites ($ total) | $72,225 | $67,733 |
| Perquisites (detail) | Distributions ($8,509), 401(k) match ($13,200), life insurance ($1,065), auto allowance ($14,521), country club dues ($12,683), medical premiums ($22,246) | 401(k) match ($13,800), life insurance ($1,685), auto allowance ($15,435), country club dues ($14,030), medical premiums ($22,783) |
Notes:
- Board/Compensation Committee sets CEO compensation; CEO excluded from deliberations on his own pay .
- Bonus mechanics: Issued 360,000 shares in Jan 2024; additional 149,253 shares issued Mar 22, 2024 as SPAC-linked bonus, later voluntarily returned in Dec 2024 to fund 2025 employee grants .
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual bonus | Company & individual objectives; FFO/Core FFO considered | Not disclosed | Not disclosed | Stock bonus issuance as above | Discretionary with option for stock in lieu of cash; CEO had SPAC‑linked special bonus | Bonus shares issued in 2024 immediately vested; 149,253 later returned |
| Long‑term equity | RSUs/stock awards | Not disclosed | Strategic/financial goals incl. Core FFO, asset performance (occupancy, NOI, leasing spreads) | Not quantified per award | Equity grants set by Committee based on performance and initiatives | 2024 awards vest 1/3 on Dec 31 each year; older awards vest 1/10 annually over 10 years |
Committee practices:
- Performance measures inform pay (growth in assets/properties, rental income, FFO/Core FFO; strategic risk management) .
- Compensation viewed as competitive but generally below peer averages given company size; no external compensation consultant used .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 1,943,329 shares; 12.7% of outstanding (14,154,032 shares) |
| Unvested shares included | 246,273 unvested shares included in beneficial tally |
| Warrants/options | 1,096,722 shares issuable upon outstanding warrants included in beneficial tally |
| Indirect holdings | 11,755 shares via Puppy Toes, Inc. and subsidiaries; 10,007 spouse; 600 grandchildren; 79,552 shares with voting rights at Centurion Counsel, Inc. on behalf of accounts |
| Outstanding equity awards (CEO) | 240,000 shares granted 01/05/2024; vest 1/3 on 12/31/2024, 12/31/2025, 12/31/2026; legacy small grants from 2016–2018 vest 1/10 annually |
| Market value basis | Proxy uses $0.80/share for 12/31/2024 to compute award values |
| Ownership guidelines | Not disclosed |
| Pledging/hedging | Insider trading policy restricts trading on MNPI; no explicit pledging/hedging disclosure |
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Amended and restated employment agreement dated Dec 29, 2023; three‑year term with auto one‑year renewals unless 3 months’ notice |
| Base salary & target bonus | Salary $425,996 set in agreement; reviewed annually; target bonus up to 100% of salary |
| Severance – “good reason” termination | Accrued obligations; cash equal to mean average of prior two years’ cash bonuses; 12 months healthcare; immediate vesting of all unvested stock/options/awards (other than performance‑based) |
| Cause/no‑good‑reason termination | Accrued obligations only |
| Death/Disability | Accrued obligations, expense reimbursement, vested benefits |
| Non‑compete/confidentiality | Confidentiality covenants apply indefinitely; non‑compete applies during employment term (2017 agreement summary remains substantially similar) |
| Change‑in‑control (plan level) | Awards become fully vested/exercisable if not assumed or substituted in a change‑in‑control transaction per plan; administrator discretion for equitable adjustments |
Clawback and granting practices:
- Nasdaq‑compliant clawback policy for incentive‑based compensation upon restatements; applies to Section 16 officers .
- Equity awards typically granted in Q1; procedures to avoid MNPI timing issues; none granted within the rule-defined window around MNPI disclosures in 2024 .
Board Governance
- Roles: Combined Chairman & CEO; Board believes combined role with Lead Independent Director best fits size/needs; Lead Independent Director (James R. Durfey) presides over independent sessions, agenda review, compliance oversight, and acts as liaison to CEO/Chairman .
- Independence: Board determined Heilbron is not independent; four directors independent under Nasdaq Rules .
- Committees: CEO/Chairman not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Strategic Planning & Cybersecurity committees; committee memberships and chairs enumerated (Barnes—Audit Chair; Durfey—Comp Chair and Lead Independent; Hager—Nominating Chair) .
- Meetings/attendance: Board met 8 times in 2024; committees met 8 times; all directors attended at least 100% of meetings; independent directors meet no fewer than two times per year in executive session .
- Director compensation: Employee directors (Heilbron, Hightower) do not receive director compensation; non‑employee directors received $10,000 per board meeting and annual stock awards vesting over 3 years .
Compensation Structure Analysis
- Mix and trends: CEO compensation includes salary, annual equity awards, and perquisites; 2024 included significant stock issuance linked to SPAC completion—later voluntarily returned—indicating discretion in bonus delivery; Committee did not use external consultants .
- At‑risk vs fixed: Equity awards vest over multi‑year schedules, aligning value with stock performance; Committee emphasizes FFO/Core FFO and strategic milestones, suggesting variable pay sensitivity to operating progress .
- Governance features: Clawback in place; equity plan includes change‑in‑control acceleration if awards not assumed; evergreen increases proposed to 15% cap and share reserve increase to 4.5 million shares, expanding equity capacity .
- Say‑on‑pay: 2022 say‑on‑pay passed with ~90% approval; 2025 advisory vote scheduled .
Related Party Transactions
- The company reimbursed Centurion Counsel, Inc. and Puppy Toes, Inc. (entities associated with Heilbron) for payroll services at cost: ~$141,429 (2024) and ~$154,895 (2023); receivables of ~$12,376 (12/31/2024) and ~$52,879 (12/31/2023) paid in January of following year .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 initial investment | $31.14 | $108.83 | $71.43 |
| Net Income ($) | $(6,736,371) | $8,027,600 | $(27,865,225) |
| Core FFO ($) | $867,108 | $(900,271) | $(1,981,580) |
Achievements/notes:
- Expanded equity plan capacity and corporate governance frameworks (clawback, committee structures) .
- SPAC leadership at Murphy Canyon (2021–2023) with related bonus mechanics post de‑SPAC .
Director Compensation (for completeness; CEO does not receive director pay)
| Director | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| Barnes | 40,000 | 25,104 | 65,104 |
| Durfey | 40,000 | 25,104 | 65,104 |
| Hager | 40,000 | 25,104 | 65,104 |
| Piliptchak | 30,000 | — | 30,000 |
Equity Plan and Vesting Schedules (CEO‑relevant highlights)
- 2017 Incentive Award Plan reserve was 3.5 million shares (as of 3/31/2025); Board proposed increasing to 4.5 million and revising evergreen to keep available shares at 15% of outstanding common stock each April 1 and October 1 if 4.5 million is below the 15% threshold .
- RSUs/stock awards generally vest 1/3 annually on Dec 31 for recent awards; legacy grants vest 1/10 annually over 10 years .
- Change‑in‑control: Unassumed awards fully vest/exercise; plan allows equitable adjustments for corporate transactions .
Board Service History and Dual‑Role Implications
- Service history: Director since inception; serves as Chairman and CEO; not independent per Nasdaq standards .
- Committee roles: Not a member of key committees (Audit, Compensation, Nominating), which are chaired by independent directors .
- Dual‑role implications: Company argues combined Chair/CEO with Lead Independent Director (Durfey) balances strategy and oversight; LID presides over executive sessions and liaises with independents, partially mitigating independence concerns .
Investment Implications
- Alignment: Multi‑year equity vesting and significant beneficial ownership (12.7%) support alignment; however, large warrant position and evergreen equity capacity may contribute to dilution risk if extensively utilized .
- Retention/contract economics: CEO’s agreement features immediate vesting of unvested equity upon “good reason” termination and healthcare continuation, enhancing retention but creating potential separation costs; non‑compete limited to employment term reduces post‑departure restrictions .
- Pay‑for‑performance: Committee references FFO/Core FFO and strategic metrics; 2024 included unusual SPAC‑linked bonus shares later returned, showing discretion but complicating straightforward pay‑performance linkage; lack of quantified weightings/targets limits precision of analysis .
- Governance: Combined Chair/CEO structure offset by Lead Independent Director and independent committees; clawback policy is positive; related‑party reimbursements were at cost and disclosed but warrant monitoring for conflicts .
- Execution risk: Volatile TSR and negative Core FFO in 2023–2024 highlight operating challenges; equity plan expansion suggests reliance on stock‑based incentives and potential future dilution .
Overall, Heilbron’s tenure is marked by significant equity alignment and governance scaffolding (independent committees, clawback, LID), but recent performance volatility, plan share expansion, and large warrant exposure warrant scrutiny for dilution and pay‑outscale risk relative to Core FFO traction .