Tracie Hager
About Tracie Hager
Independent director (age 63) at Presidio Property Trust (SQFT); on the Board since March 2023. She is Vice President, Asset Management at Innovative Industrial Properties (NYSE: IIPR) and has 30+ years in commercial property management across the U.S. and U.K., with prior senior roles at BioMed Realty Trust, Irvine Company, and Equity Office Properties Trust; holds the Real Property Administrator designation. The Board classifies her as independent under Nasdaq rules and director independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innovative Industrial Properties (IIPR) | Vice President, Asset Management | Since Oct 2020 | Oversees asset management for a public REIT |
| BioMed Realty Trust (formerly NYSE: BMR) | Vice President, Property Management | 2010–Jan 2020 | Managed life sciences real estate portfolio |
| Irvine Company | Senior management roles | Not disclosed | Commercial real estate operations |
| Equity Office Properties Trust (formerly NYSE: EOP) | Senior management roles | Not disclosed | One of largest U.S. office REITs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Innovative Industrial Properties (IIPR) | Vice President, Asset Management | Oct 2020–Present | Not a director position; operational role at public REIT |
Board Governance
- Board classification: Class II director; standing for re‑election to serve until 2028 .
- Independence: Independent (Nasdaq standards) .
- Lead Independent Director: James R. Durfey (not Hager) .
- Meetings/attendance: Board met 8 times and committees met 8 times in 2024; all directors attended at least 100% of Board and relevant committee meetings .
- Independent director executive sessions: May meet at least twice per year .
- Activism context: Board entered Cooperation Agreement with Zuma Capital Management in May 2024 affecting composition and committee appointments; ongoing through the 2026 meeting with possible extension .
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | — | 4 meetings |
| Compensation Committee | Member | — | 1 meeting |
| Nominating & Corporate Governance Committee | Chair | Chair | 2 meetings |
| Strategic Planning & Cybersecurity Committee | Member | — | Not disclosed |
Fixed Compensation
| Component (Director – 2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $40,000 | Company pays $10,000 per Board meeting attended (stipend basis) |
| Fees Earned or Paid in Stock | $0 | — |
| Annual Stock Awards (grant-date fair value) | $25,104 | Vests annually over three years |
| All Other Compensation | $0 | Includes distributions/expenses; none shown for Hager in 2024 |
| Total | $65,104 | — |
Performance Compensation
- Equity structure: Director stock awards vest in equal annual installments over three years; time‑based vesting (no performance metrics disclosed for directors). The Plan allows RSUs, restricted stock, performance shares and SARs, but director awards shown are time‑vested stock; director annual compensation capped at $500,000 per year ($800,000 initial year) under the Plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed beyond SQFT |
| Committee roles at other companies | Not disclosed |
| Interlocks (competitors/suppliers/customers) | None disclosed; no related‑party transactions involving Hager reported |
Expertise & Qualifications
- Skills matrix: Financial/accounting, corporate management, HR/compensation practices, personal/professional integrity; real estate experience noted across Board (Hager marked for financial/accounting and HR/compensation experience) .
- Credential: Real Property Administrator designation (BOMI) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 43,321 (includes 21,414 unvested) |
| Ownership as % of shares outstanding | <1% (based on 14,154,032 shares outstanding) |
| Unvested restricted shares | 21,414 |
| Warrants/options | 0 Series A warrants shown (as of Jan 2022 issue) |
| Pledged shares | Not disclosed |
| Ownership guidelines/compliance | Not disclosed |
Governance Assessment
- Strengths: Independent director; Chair of Nominating & Corporate Governance; 100% attendance; real estate and asset management expertise; equity ownership provides alignment, albeit modest relative to total shares outstanding .
- Oversight environment: Audit firm change in 2024 and previously disclosed material weaknesses in internal control over income tax provision (ASC 740) were addressed; Audit Committee (including Hager) oversees remediation and auditor independence; no related‑party transactions involving Hager .
- Compensation governance: Compensation Committee met once in 2024 and does not use compensation consultants; could be scrutinized by investors focused on pay governance rigor; director pay is predominantly fixed cash per meeting plus modest time‑vested stock .
- Shareholder sentiment: Prior say‑on‑pay approval ~90% in 2022; next votes in 2025 (company-level indicator of pay support) .
No conflicts, hedging/pledging, or related‑party exposures involving Ms. Hager were disclosed. Equity grants are time‑based, with no director‑level performance metrics reported; independence, attendance, and committee leadership support board effectiveness .