Amy Feng
About Amy Feng
Amy S. Feng (age 59) is an independent trustee of Whitestone REIT since 2022 and has served as Independent Chair of the Board since June 1, 2024. She brings over 25 years of equity markets, strategic communications, and investor relations experience, currently serving as Executive Vice President, Strategic Situations and Investor Relations at Edelman Smithfield; prior roles include Head of Investor Relations at Shopify (2022–2023) and senior posts at Joele Frank, Abernathy MacGregor, JMP Securities, and Lehman Brothers. She holds a BA in Chemistry (Cornell), a PhD in Chemistry (UC Berkeley), and an MBA (Northwestern). The Board has affirmatively determined she is independent; she serves on the Audit Committee and chairs the Compensation Committee, and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edelman Smithfield | Executive Vice President, Strategic Situations & Investor Relations | Current | Advises boards on strategic, financial, and crisis issues; deep REIT advisory background |
| Shopify | Head of Investor Relations | 2022–2023 | Led IR; capital markets and shareholder engagement |
| Joele Frank, Wilkinson Brimmer Katcher | Managing Director | 2016–2022 | Strategic/financial/crisis communications advisory to boards |
| Abernathy MacGregor | Executive Vice President | Not disclosed | Strategic communications; board advisory |
| JMP Securities | Managing Director & Senior Research Analyst | Not disclosed | Equity research; financial expertise |
| Lehman Brothers | Equity Research Senior Analyst | Not disclosed | Equity research; capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NACD | Certified Director designation | Current | Governance credential |
| National Investor Relations Institute (San Francisco Chapter) | Former Director | Not disclosed | Industry network; IR expertise |
| DigDeep (Water Council) | Board member | Not disclosed | Non-profit board service |
Board Governance
- Independent Chair structure; CEO is separate; five of six trustee nominees are independent; all three standing committees are entirely independent .
- Committee assignments (effective for 2025 AGM): Feng chairs Compensation and serves on Audit; she also served on Nominating & Corporate Governance through Nov 4, 2024 .
- Audit Committee: members Buthman, Feng, Gathright, Jones (Chair); all designated “audit committee financial experts” .
- Meetings and attendance: Board met 10 times in 2024; Compensation (4), Audit (5), Nominating & Corporate Governance (4). All nominated trustees attended 100% of Board and assigned committee meetings in 2024 and attended the 2024 annual meeting .
- Executive sessions: independent trustees meet regularly without management .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair (Feng) | 4 |
| Audit | Member (Feng) | 5 |
| Nominating & Corporate Governance | Member through Nov 4, 2024 (Feng) | 4 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Non-employee trustees |
| Independent Chair fee | $30,000 | Additional to retainer |
| Audit Committee Chair fee | $20,000 | Chair |
| Audit Committee Member fee | $14,000 | Member |
| Compensation Committee Chair fee | $13,000 | Chair |
| Compensation Committee Member fee | $10,000 | Member |
| Nominating & Corp Gov Chair fee | $13,000 | Chair |
| Nominating & Corp Gov Member fee | $10,000 | Member |
| 2024 Trustee Compensation (Feng) | Fees Earned/Paid (Cash) | Share Awards (Grant-Date $) | Total |
|---|---|---|---|
| Amy S. Feng | $98,383 | $82,500 | $180,883 |
Trustees may elect to receive cash fees in common shares; Feng received 6,953 shares in lieu of cash in 2024 .
Performance Compensation
| Equity Component | Grant-Date Value | Vesting/Structure | Performance Metrics |
|---|---|---|---|
| Annual trustee share grant | $82,500 (2024) | Not specified for trustees in proxy | Not disclosed (trustee grants presented as annual value) |
The Compensation Committee oversees the 2018 Long-Term Equity Incentive Ownership Plan and recommended the First Amendment, including moving change-in-control vesting from single to double trigger and extending the plan to 2035; plan-wide governance safeguards on dividends for full-value awards were added .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; no members (including Feng) served as company officers, and no reciprocating board/compensation committee interlocks with other issuers .
- Compensation Consultant: Zayla Partners retained by Compensation Committee in Jan 2024; independence assessed and no conflicts of interest; fees <1% of Zayla revenue; no relationships with committee members or executives .
Expertise & Qualifications
- Financial and real estate expertise from extensive REIT advisory (e.g., Prologis, Public Storage, Iron Mountain, American Campus Communities, Healthcare Trust of America, Monmouth Real Estate) .
- Audit committee financial expert designation .
- Governance credentials (NACD certified) and IR leadership (NIRI) .
- Advanced technical education (PhD in Chemistry) and MBA, supporting analytical rigor and strategic oversight .
Equity Ownership
| Holder | Common Shares/Units Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Amy S. Feng | 54,225 | <1% |
- Ownership guidelines for non-employee trustees: minimum holdings equal to 5× the current annual cash retainer; trustees must retain 100% of shares or units granted until in compliance; the Board reviews compliance annually; all non-employee trustees are currently in compliance, subject to the guideline timeframes .
- Insider Trading Compliance Policy prohibits hedging, short sales, derivatives, and pledging/margin accounts for trustees and executive officers .
Governance Assessment
-
Strengths:
- Independent Chair and fully independent committees; strong attendance and regular executive sessions signal robust board oversight .
- Feng’s dual role as Compensation Chair and Audit member (financial expert) enhances pay rigor and financial oversight; consultant independence and no interlocks reduce conflict risks .
- Share ownership guidelines and anti-hedging/pledging policy align trustee incentives with long-term shareholders .
- Plan amendment improved governance by adopting double-trigger vesting on change in control and dividend-equivalent safeguards for full-value awards .
-
Watch items:
- Trustee equity is disclosed as an annual grant-date value with no stated performance metrics; investors may prefer clearer performance linkage for director equity grants .
- Plan share pool increase (+2,250,000 shares) introduces potential dilution; monitoring future grant practices and overhang is prudent .
-
Conflicts and related-party:
- No Item 404(a) related-party transactions involving Feng at appointment; related-party transactions are reviewed by the Nominating & Corporate Governance Committee; bylaws require disinterested trustee/stockholder approval or fair-and-reasonable terms if any trustee has a material interest .
Board Governance (Supplemental Table)
| Attribute | Disclosure |
|---|---|
| Independence status | Independent trustee |
| Chair role | Independent Chair since June 1, 2024 |
| Committee chair roles | Compensation Committee Chair |
| Committee memberships | Audit (member); Nominating & Corporate Governance (member through Nov 4, 2024) |
| Audit financial expert | Yes (Board determined for all Audit Committee members) |
| 2024 attendance | 100% Board and committees; attended annual meeting |
| Board/committee meetings (2024) | Board 10; Compensation 4; Audit 5; Nominating & Corporate Governance 4 |