Jennifer Barnes
About Jennifer A. Barnes
Jennifer A. Barnes (age 45) is an independent director of Presidio Property Trust (SQFT) and has served on the Board since February 2020; she became Chair of the Audit Committee in January 2023 and is designated an “audit committee financial expert.” She is the CEO of Optima Office, an accounting and HR services firm she founded in October 2018; previously, she co-founded and served as CEO of Pro Back Office (2012–2018). She holds a B.S. in Finance and Marketing from the University of Arizona and an Executive MBA from San Diego State University, and completed Becker CPA courses. In 2024, she attended 100% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pro Back Office, LLC | Co-founder and CEO | Sep 2012 – Sep 2018 | Built and led outsourced accounting platform; prior Controller/Director of Accounting roles at private for‑profit and non‑profit companies (not individually listed). |
| Various private companies | Controller/Director of Accounting | Not disclosed | Accounting leadership at privately held firms and non-profits (titles referenced but not enumerated). |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Optima Office, Inc. | CEO (Founder) | Oct 2018 – present | Leads accounting and HR services firm. |
| Junior Achievement (San Diego Chapter) | Board member | Not disclosed | Community engagement/education focus. |
| Better Business Bureau of the Pacific Southwest (Foundation Board) | Treasurer | Not disclosed | Foundation board finance oversight. |
| Tech Coast Angels | Treasurer | Not disclosed | Finance function at angel investing group. |
Board Governance
- Board classification: Class II director; nominated for re‑election at the 2025 Annual Meeting to serve until 2028 if elected.
- Independence: Board determined she is independent under Nasdaq rules; only the CEO/Chair (Heilbron) and Hightower are non‑independent.
- Committee assignments (as of Mar 31, 2025): Audit Committee (Chair and financial expert); formerly served on Nominating & Corporate Governance (Dec 2020–Mar 2023).
- Attendance: Board met 8 times and Board committees met 8 times in 2024; all directors attended 100% of their Board and committee meetings.
- Audit Committee activity: Audit Committee met 4 times in 2024; it oversees financial reporting, auditor independence, risk assessment, internal controls, and whistleblower procedures.
- Shareholder meeting presence: No independent director attended the 2024 Annual Meeting (company notes very few shareholders attend), despite an expectation that directors attend when stockholders are anticipated to be present.
- Board leadership context: CEO also serves as Chair; James R. Durfey is Lead Independent Director, presiding over independent sessions and liaising with management.
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees (meeting-based) | $40,000 | Each non‑employee director received $10,000 per Board meeting attended; reimbursed travel expenses excluded from these figures. |
| Annual cash retainer | Not disclosed | No separate annual cash retainer disclosed; compensation structured around meeting fees. |
| Committee membership fees | Not separately disclosed | Compensation Committee reviews director pay at least annually; may grant stock for chair service, but no separate fees enumerated. |
| Committee chair fees | Not separately disclosed | Not itemized; equity grants may reflect chair responsibilities. |
| All other compensation | $0 | No cash distributions or other amounts for Ms. Barnes in 2024 (unlike some peers). |
Total Director Compensation (2024): $65,104 (Cash $40,000; Annual Stock Awards $25,104; All Other $0).
Performance Compensation
| Metric | Value / Detail |
|---|---|
| Annual stock awards (2024) | $25,104 aggregate grant date fair value; director stock awards vest annually in equal installments over three years. |
| Unvested restricted shares (12/31/2024) | 22,616 shares unvested. |
| Series A warrants on unvested stock (Jan 2022 issuance) | 22,541 warrants outstanding. |
| Performance metrics tied to director equity | None disclosed; director equity appears time‑based, not performance‑contingent. |
Other Directorships & Interlocks
| Category | Disclosed Detail |
|---|---|
| Current public company boards | None disclosed in nominee biography (biographies include public directorships in last five years where applicable). |
| Prior public company boards (past 5 years) | None disclosed. |
| Private/non‑profit boards | Junior Achievement (San Diego), BBB Pacific Southwest (Foundation Treasurer), Tech Coast Angels (Treasurer). |
| Interlocks with competitors/suppliers/customers | None disclosed. |
| Related‑party transactions | Company reports no >$120,000 related‑party transactions involving directors in last two fiscal years; reimbursements disclosed relate to entities associated with the CEO, not Ms. Barnes. |
Expertise & Qualifications
- Skills matrix: Financial and accounting expertise; multi‑industry/corporate management; human resources and compensation practices; community involvement; integrity/ethics (real estate experience box is not marked for her in the Board’s skills table).
- Audit Committee financial expert designation and financial literacy confirmed by the Board.
- Education: B.S. in Finance & Marketing (University of Arizona); Executive MBA (San Diego State University); completed Becker CPA courses.
Equity Ownership
| Metric | Amount / Notes |
|---|---|
| Total beneficial ownership | 106,867 shares; “<1%” of outstanding shares. |
| Unvested restricted shares (included above) | 22,616 shares unvested at 12/31/2024. |
| Warrants (excluded from outstanding share count) | 22,541 Series A warrants on unvested stock. |
| Shares outstanding basis | 14,154,032 shares outstanding as of Mar 31, 2025 (context for % ownership). |
| Shares pledged as collateral | Not disclosed. |
| Ownership guidelines / compliance | Not disclosed in proxy; governance guidelines referenced on website. |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with “audit committee financial expert” designation; 100% attendance in 2024; equity-aligned compensation with multi‑year vesting supports long‑term orientation.
- Risk watch: 2023 internal control material weaknesses related to the income tax provision and a 2024 auditor change (Baker Tilly to Moss Adams) occurred under the Audit Committee’s oversight, though the Committee documented planning, independence, and reporting processes with the new auditor. Continued monitoring of remediation is warranted.
- Engagement: No independent directors attended the 2024 Annual Meeting (company cites low shareholder turnout), which may raise investor-relations concerns despite overall 100% meeting attendance.
- Conflicts: No related-party transactions involving Ms. Barnes were disclosed; she is CEO of an external accounting/HR firm, but no dealings with SQFT are reported.
- Board dynamics: Ongoing shareholder engagement and activism context—Zuma cooperation agreement and board/committee refreshment—signal heightened governance scrutiny; Barnes is a Class II nominee for re‑election in 2025.
Director Compensation (Detail)
| Component | 2024 | Notes |
|---|---|---|
| Fees earned or paid in cash | $40,000 | Board meeting-based ($10,000 per Board meeting attended). |
| Annual stock awards | $25,104 | Vest in equal annual installments over three years. |
| All other compensation | $0 | No cash distributions or other amounts. |
| Total | $65,104 | Sum of components. |
Board Committee Snapshot (as of Mar 31, 2025)
| Committee | Member | Role |
|---|---|---|
| Audit | Jennifer A. Barnes | Chair; Financial Expert. |
| Compensation | Not listed | No current assignment for Ms. Barnes. |
| Nominating & Corporate Governance | Former member | Served Dec 2020–Mar 2023. |
| Strategic Planning & Cybersecurity | Not listed | No current assignment for Ms. Barnes. |
Say-on-Pay & Shareholder Feedback (Context)
- Prior advisory vote on executive compensation in 2022 received approximately 90% support; next say‑on‑pay and frequency votes occur at the 2025 Annual Meeting.
Related-Party/Red Flags (Company-Level Context)
- Company disclosed reimbursements (at cost) for payroll services to entities linked to the CEO (Centurion Counsel and Puppy Toes, Inc.); no director-related transactions exceeding $120,000 were reported for the last two fiscal years.
- Clawback policy compliant with Nasdaq/SEC rules applies to current and former Section 16 officers; not expressly stated for directors.
Overall, Barnes brings strong accounting oversight and governance experience as Audit Chair with perfect attendance and no disclosed conflicts. Investors should monitor remediation of the previously disclosed tax‑related control weaknesses and the recent auditor transition, areas squarely within the Audit Committee’s remit.