James Durfey
About James R. Durfey
Independent director since December 2019; age 74. Former Vice President of Office Properties at American Assets Trust (NYSE: AAT), with 40+ years across commercial real estate operations, leasing, acquisitions and strategy. B.S. in Business Management from Indiana University; licensed real estate broker in California. Appointed Lead Independent Director in April 2025, reflecting board confidence in his oversight and governance capabilities .
Past Roles
| Organization | Role | Tenure | Responsibilities/Impact |
|---|---|---|---|
| American Assets Trust, Inc. (NYSE: AAT) | Vice President, Office Properties | 2004–2017 | Supervised Class A office property management and leasing; contributed to acquisitions/development and corporate investment strategies |
| Trammell Crow Company | Vice President; General Manager, Century Plaza Towers & ABC Entertainment Center | 1996–2004 | Senior property/operations leadership for major commercial assets |
| Homart Development Company (Sears subsidiary) | Senior roles | 1980–1996 | Various senior roles in commercial real estate development/operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | No current public company directorships/interlocks disclosed |
Board Governance
- Independence: Board determined Durfey is independent under Nasdaq rules .
- Lead Independent Director: Appointed April 2025; presides over executive sessions, reviews agendas, liaises between independent directors and Chair/CEO, monitors compliance/ethics issues .
- Committee assignments (as of Mar 31, 2025; with April updates):
- Compensation Committee: Chair (since March 2023)
- Strategic Planning & Cybersecurity Committee: Chair
- Nominating & Corporate Governance Committee: Member; prior Chair effective Dec 31, 2020 through March 2023
- Audit Committee: Member (appointed April 2025 after Mr. Bruen’s resignation)
- Attendance: 100% attendance at Board and committee meetings in 2023 and 2024; Board met 5 times (2023) and 8 times (2024); committees met 6 times (2023) and 8 times (2024) .
- Executive sessions: Independent directors meet at least twice per year to ensure open discussion .
| Committee | Role | Effective Dates |
|---|---|---|
| Compensation | Chair | Mar 2023–Present |
| Strategic Planning & Cybersecurity | Chair | As of Mar 31, 2025 |
| Nominating & Corporate Governance | Member; prior Chair | Chair through Mar 2023; Member current |
| Audit | Member | From Apr 2025 |
| Lead Independent Director | Board leadership role | Appointed Apr 2025 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned in cash ($) | $40,000 | $40,000 |
| Meeting fee policy | $10,000 per Board meeting attended | $10,000 per Board meeting attended |
| Annual stock awards ($) | $25,000 | $25,104 |
| Vesting schedule (equity) | Vests in equal annual installments over three years | Vests in equal annual installments over three years |
| All other compensation ($) | $3,610 | $0 |
Notes:
- Director compensation set annually by Compensation Committee; no separate pay for employee-directors .
- Committee reviews director compensation (cash, equity, reimbursements); no written policy but annual review is standard .
Performance Compensation
| Award Type | Performance Metrics Tied to Compensation | Vesting | Notes |
|---|---|---|---|
| Director stock awards | None disclosed (time-based awards; no performance conditions) | Equal annual installments over three years | The plan permits performance-based awards, but director grants disclosed are time-based |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company boards/interlocks disclosed for Durfey; prior roles were executive positions, not board seats |
Expertise & Qualifications
- Deep commercial real estate experience across leasing, asset management, development, and strategy (Homart, Trammell Crow, AAT) .
- Education: B.S. in Business Management (Indiana University); licensed California real estate broker .
- Governance: Serves as Lead Independent Director; chairs Compensation and Strategy/Cyber committees; member Audit and Nominating .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | Ownership (% of outstanding) | Unvested Restricted Shares | Warrants (exercisable) |
|---|---|---|---|---|
| Mar 31, 2025 | 143,925 | 1% (of 14,154,032 shares outstanding) | 22,616 | 30,481 |
Notes:
- Beneficial ownership includes unvested shares and warrants; percentages computed by the company based on shares outstanding .
Governance Assessment
- Positive signals:
- Elevated to Lead Independent Director in April 2025; role strengthens independent oversight and agenda-setting, and formalizes a liaison function with management .
- Multi-committee leadership (Compensation; Strategy/Cyber) and addition to Audit Committee after Bruen’s resignation support continuity and broaden oversight .
- Independent status and 100% meeting attendance in 2023–2024; strong engagement .
- Clawback policy adopted to comply with SEC/Nasdaq Rule 10D-1—enhances pay governance and accountability .
- Watch items:
- Compensation Committee does not use external compensation consultants; potential risk of internal bias, though consistent with smaller issuer practices .
- Company’s cooperation agreement with Zuma Capital Management indicates active shareholder engagement; board composition and committee appointments have been influenced—monitor alignment with long-term strategy .
- Evergreen provision and proposed increase in plan share authorization could lead to ongoing dilution if not balanced with performance—requires continued oversight at Compensation Committee .
- Conflicts/Related Parties:
- No related-party transactions involving Durfey disclosed; related-party items noted involve CEO-affiliated entities with reimbursements at cost .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval (%) | Notes |
|---|---|---|
| 2022 | ~90% approval | Next say‑on‑pay and frequency votes at 2025 Annual Meeting |
Director‑Specific Notes
- Independence status: Independent under Nasdaq standards .
- Years of service on SQFT board: Since December 2019 .
- Attendance: 100% across Board and assigned committees in 2023 and 2024 .
- Committee chairs: Compensation; Strategic Planning & Cybersecurity .
- Audit Committee: Member since April 2025 .