Andrew Franklin
About Andrew Franklin
M. Andrew Franklin is Chief Executive Officer and President of Wheeler Real Estate Investment Trust (WHLR) since October 2021; he previously served as Interim CEO (July–October 2021), COO (February 2018–July 2021), and SVP of Operations (since January 2017). He is 44 and holds a B.S. in Finance from the University of Maryland; in August 2022, he was also appointed Director, CEO, and President of Cedar Realty Trust, Inc., a WHLR subsidiary . Pay-versus-performance disclosures show WHLR’s total shareholder return (value of an initial $100) deteriorated from $71.97 (2022) to $1.57 (2023) and $0.02 (2024), while net income was $(8.5) million (2022), $6.1 million (2023), and $0.8 million (2024) . In Q3 2025, WHLR reported net income attributable to common of $8.9 million, FFO of $18.1 million, and AFFO of $2.0 million; Franklin highlighted disciplined portfolio management, capital markets activity, and leasing/operational efficiency as drivers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wheeler Real Estate Investment Trust | Senior Vice President, Operations | Jan 2017–Feb 2018 | Operations leadership preceding elevation to COO |
| Wheeler Real Estate Investment Trust | Chief Operating Officer | Feb 2018–Jul 2021 | Oversight of operations prior to CEO appointment |
| Wheeler Real Estate Investment Trust | Interim Chief Executive Officer | Jul 2021–Oct 2021 | Interim leadership prior to permanent CEO appointment |
| Wheeler Real Estate Investment Trust | Chief Executive Officer and President | Oct 2021–Present | Overall leadership of WHLR, including oversight during multiple capital structure actions |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cedar Realty Trust, Inc. (WHLR subsidiary) | Director; Chief Executive Officer and President | Aug 2022–Present | Leadership of Cedar following the 2022 merger; integration and governance of subsidiary operations |
Fixed Compensation
| Year | Base Salary ($) | Actual Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 400,000 | 175,000 | 42,121 | 617,121 |
| 2023 | 400,000 | 200,000 | 45,466 | 645,466 |
| 2024 | 400,000 | 200,000 | 44,626 | 644,626 |
- Notes (2024 “All Other Compensation”): 401(k) match $11,716; HSA $3,876; life insurance $420; gym membership $392; housing allowance $28,222 .
- Salary increased to $400,000 effective upon appointment as CEO and President (from $250,000 under the original agreement) .
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2022) | Not disclosed | Not disclosed | Not disclosed | $175,000 | Cash (N/A) |
| Annual cash bonus (2023) | Not disclosed | Not disclosed | Not disclosed | $200,000 | Cash (N/A) |
| Annual cash bonus (2024) | Not disclosed | Not disclosed | Not disclosed | $200,000 | Cash (N/A) |
- As a smaller reporting company, WHLR provides scaled disclosure and does not include a CD&A; the proxy does not specify quantitative performance metrics, weightings, or targets for the CEO’s cash bonus .
- Equity awards: None outstanding for the CEO at 2024 fiscal year-end; the company currently does not plan to grant equity awards and has no remaining shares available under the 2015/2016 LTIP following reverse splits .
Equity Ownership & Alignment
| As-of date | Shares beneficially owned | % of class | Composition notes |
|---|---|---|---|
| Feb 12, 2024 | 224,879 | * (<1%) | Includes 435 common shares, Notes convertible into 224,318 common shares, 344 shares of Series D convertible into 50 common shares, and 1,223 shares of Series B convertible into 76 common shares |
| Jul 3, 2025 | 9,479 | * (<1%) | Entirely shares issuable upon conversion of 7.00% Subordinated Convertible Notes due 2031 (“Notes”) |
- Vested vs. unvested: No outstanding equity awards for NEOs at 2024 fiscal year-end; therefore no scheduled equity vesting and minimal forced insider selling pressure from vesting in the near term .
- Clawback: Incentive Compensation Clawback Policy adopted; permits recovery of excess incentive-based pay following an accounting restatement .
- Hedging/Pledging: WHLR discloses no policy regarding hedging activities; no specific pledging disclosures noted in the proxy .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement and term | Employment agreement dated Feb 14, 2018; initial 3-year term (to Feb 13, 2021) with automatic 1-year renewals unless terminated per the agreement |
| Base salary | $250,000 originally; increased to $400,000 upon appointment as CEO and President |
| Severance – Without Cause | Greater of: (i) salary continuation for 6 months plus 1 additional month per full calendar quarter remaining in the then-current term, or (ii) salary continuation for the remainder of the term; plus any annual bonuses that would have been earned based solely on continued employment; 12 months of health/disability/accident insurance or cash equivalent (offset by comparable benefits received) |
| Severance – Good Reason | 12 months base salary; any earned but unpaid prior-year bonus; 12 months of health/disability/accident insurance or cash equivalent (offset) |
| Change in Control | If Good Reason after CIC or termination without Cause within 6 months of a CIC: lump sum 2.99x base salary (less deductions) within 90 days; for termination without Cause, also a bonus amount consistent with bonuses paid to other executives in the 12 months after the CIC; COBRA coverage at executive’s expense up to 18 months |
| Death/Disability | 12 months base salary; any unpaid prior-year bonus; pro-rated bonus for year of death/disability; salary net of disability benefits for 12 months after disability onset |
| Restrictive covenants | Confidentiality; non-solicitation of employees for 18 months post-employment |
Investment Implications
- Pay-for-performance alignment: CEO compensation is predominantly cash (salary + annual cash bonus) with no current equity awards; CAP equals SCT totals in PVP due to lack of equity, reducing explicit equity alignment but also limiting dilution .
- Performance context: Severe TSR deterioration through 2024 ($100 to $0.02) despite positive 2023–2024 net income; frequent reverse splits underscore capital structure pressure, while Q3 2025 results show positive net income and FFO/AFFO with management emphasizing operational discipline .
- Ownership and selling pressure: CEO beneficial ownership is de minimis (<1%); with no outstanding equity awards, near-term selling pressure from vesting is minimal, but low insider ownership may weaken alignment with common shareholders .
- Retention and change-in-control economics: Auto-renewal plus 12-month cash severance for Good Reason/without Cause and 2.99x salary upon CIC-related termination provide moderate retention protection; economics are meaningful but not atypical for small-cap REITs .
- Governance and policies: A robust clawback exists; absence of a disclosed hedging policy and no explicit pledging policy may be viewed as governance gaps by some investors .
Quotes and disclosures referenced:
- CEO statement on Q3 2025 execution focus and operating discipline .
- CEO is not a member of WHLR’s Board; the Chair role is separate, supporting independent oversight .