Steve Hightower
About Steve Hightower
Steve Hightower (age 57) is President of Presidio Property Trust’s Model Home Division (since December 2021) and a Class I director on the Board. He previously served as Vice President of NetREIT Advisors, LLC from March 2010 through December 2021, and earlier as Executive Vice President at Dubose Model Homes, USA; prior to 1996 he held various positions at Exxon Company USA. He holds a B.A. in Business Administration from Texas State University and has 26+ years of experience in model home real estate transactions . The Board has determined he is not independent under Nasdaq rules, given his employee status . Company-level performance metrics disclosed for pay-versus-performance include TSR, Net Income, and Core FFO; Core FFO was the primary measure linking compensation to performance .
Pay vs Performance (Company-level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $31.14 | $108.83 | $71.43 |
| Net Income ($) | $(6,736,371) | $8,027,600 | $(27,865,225) |
| Core FFO ($) | $867,108 | $(900,271) | $(1,981,580) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NetREIT Advisors, LLC (subsidiary) | Vice President | Mar 2010–Dec 2021 | Oversaw model home division activities (acquisitions, resales, portfolio management) |
| Dubose Model Homes, USA | Executive Vice President | Joined 1996; tenure prior to Company employment | Led model home asset acquisitions/divestments; builder and banking relations |
| Exxon Company USA | Various positions | Pre-1996 | Foundational operating experience |
External Roles
No public company directorships or external committee roles were disclosed for Hightower beyond his board role at Presidio .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) | All Other Comp ($) | Source |
|---|---|---|---|---|---|
| 2022 | 220,656 | Not disclosed | 33,098 | 29,093 | 2024 Proxy |
| 2023 | 238,309 | Not disclosed | 35,000 | 25,038 | 2024 Proxy |
| 2024 (agreement terms) | 250,224 | Up to 100% | Determined at CEO discretion; no specific target for Hightower in 2024 | Not disclosed | 2025 Proxy |
Notes:
- 2024 bonuses for Hightower were discretionary; no specific target was established for 2024 (CEO-determined for Katz/Hightower) .
- Agreement effective Feb 6, 2024; salary reviewed annually by Board/Compensation Committee .
Performance Compensation
Annual Incentives
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company/exec goals (rental income, FFO/Core FFO; strategic pipeline, debt maturity mgmt) | Not disclosed | Not disclosed | Not disclosed (CEO discretion for 2024) | 2023 cash bonus $35,000 | Cash; if stock elected, stock vested immediately (Heilbron elected in 2024; Hightower did not) |
Equity Awards (RSUs/Restricted Stock)
| Grant Date | Shares Unvested at FY-end | Market Value at FY-end ($) | Vesting Schedule | Source |
|---|---|---|---|---|
| 01/03/2022 | 2,627 | $2,706 (at $1.03) | 1/3 on Dec 31 of grant year; 1/3 annually thereafter subject to continued employment | |
| 01/01/2023 | 20,322 | $20,932 (at $1.03) | 1/3 on Dec 31 of grant year; 1/3 annually thereafter subject to continued employment |
Plan provisions:
- Awards under the 2017 Incentive Award Plan may include RSUs, restricted stock, options, SARs; options/SARs strike cannot be below FMV and term ≤ 10 years .
- Change-in-control: if awards are not assumed/substituted, plan administrator may cause awards to become fully vested/exercisable in connection with the transaction ; CiC definition provided .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (Shares) | % of Outstanding | Unvested Stock | Warrants | Notes |
|---|---|---|---|---|---|
| May 10, 2024 | 110,867 | <1% | 49,141 | 35,102 Series A warrants | Company total shares outstanding 14,463,802 |
| Mar 31, 2025 | 131,971 | <1% | Not broken out | Not broken out | Group (8 people) held 24.0% |
Policies:
- Clawback policy (Nasdaq Rule 10D-1 compliant) applies to current/former Section 16 officers; recovery of excess incentive-based compensation upon a restatement . Plan documents reinforce clawbacks and prohibit option/SAR repricing without shareholder approval .
- Insider Trading Policy restricts trading while in possession of MNPI and imposes window periods; pledging/hedging prohibitions are not specifically disclosed in the cited sections .
No options held or option values were disclosed for Hightower; equity compensation is via restricted stock .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Agreement date | Feb 6, 2024 | |
| Role | President, Model Home Division | |
| Term | 3 years; auto-renews for 1-year terms unless 3 months’ written notice | |
| Base salary | $250,224; annually reviewed | |
| Target bonus | Up to 100% of base salary | |
| Termination for cause / resignation without good reason | Accrued obligations (earned/unpaid salary and accrued PTO) and vested benefits only | |
| Death/disability | Accrued obligations; expense reimbursement; vested benefits | |
| Termination for good reason | Accrued obligations; cash equal to base salary (current or prior year, whichever greater); cash equal to mean average cash bonus over prior two years; 12 months healthcare; vested benefits; full acceleration of unvested stock options/restricted stock/other equity awards (excluding performance-based awards) | |
| Board service | Company will use best efforts to nominate/elect Hightower to the Board; Hightower agrees to serve if elected |
Board Governance
| Attribute | Detail | Source |
|---|---|---|
| Board class | Class I director (term until 2027 per 2024 proxy; reclassified with Articles Supplementary; Class I until 2027; in 2025 proxy, Class I term until 2027) | |
| Independence | Not independent (employee director) | |
| Committees | Committee membership table (Audit/Comp/Nominating/Strategic) shows independent directors; employee directors (Heilbron/Hightower) not listed as members/chairs | |
| Attendance | All directors attended ≥100% of Board/committee meetings in 2024 | |
| Lead Independent Director | James R. Durfey; oversees executive sessions and acts as liaison | |
| Director compensation | Employee directors (Heilbron/Hightower) receive no separate director compensation |
Compensation Committee Analysis
- Composition: 2024 Compensation Committee comprised of James R. Durfey (Chair) and Tracie Hager; both independent .
- No external compensation consultant is used; Committee reviews corporate goals (FFO/Core FFO, rental income, strategic execution) and sets CEO compensation while establishing parameters for other NEOs; CEO recommends adjustments for others (not present for his own comp) .
- Compensation philosophy emphasizes cash and share-based pay, balanced risk, and alignment via equity awards; employee option/SAR repricing prohibited without shareholder approval .
Director Compensation (for context)
| Director | Cash Fees ($) | Annual Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Non-employee directors (e.g., Barnes, Durfey, Hager) | $40,000 per meeting stipends ($10,000 per Board meeting; totals per director) | ~$25k–30k (3-year vest) | $62k–$70k | Employee directors (Heilbron/Hightower) not paid as directors |
Investment Implications
- Alignment and retention: Hightower’s 2024 employment agreement sets target bonus up to 100% of salary with full acceleration of time-based equity upon good reason termination—supportive of retention but creates potential accelerated vesting expense and insider liquidity at separation . Discretionary bonus determinations (no specific targets for 2024) reduce pay-for-performance transparency for non-PEO NEOs, a governance consideration for investors .
- Board/independence risk: Dual role (executive + director) means Hightower is not independent; however, independent directors chair key committees and hold the Lead Independent Director role, which mitigates governance risk .
- Trading/insider pressure: Equity awards vest annually (1/3 per year) and Hightower holds unvested restricted stock; with beneficial ownership <1%, insider selling pressure from Hightower specifically is likely modest. Company-wide trading windows and clawback policy are positive controls, but pledging/hedging prohibitions are not explicitly disclosed in the cited sections, warranting monitoring .
- Performance link: Committee cites FFO/Core FFO and strategic execution, but specific weightings, targets, and payouts for Hightower’s incentives (post-2023) are not disclosed, limiting direct pay-for-performance assessment. Company-level TSR and Core FFO trends were mixed over 2022–2024 .
- Change-in-control: Plan-level provisions can accelerate vesting if awards are not assumed—important for modeling equity overhang and potential dilution/cash obligations in corporate actions .