David Holeman
About David Holeman
David K. Holeman (age 61) is CEO of Whitestone REIT and has served as a trustee since 2022; he was appointed CEO on January 18, 2022 after serving as Whitestone’s CFO from 2006–2021. He is a CPA with a B.B.A. in Accounting from Abilene Christian University and earlier roles include CFO of Gexa Energy and financial leadership at Houston Cellular/Cingular Wireless and Deloitte audit . Operationally, Whitestone reported 2024 revenue growth of 5.0% with Same Store NOI growth of 5.1%, and achieved AIP targets on FFO/sh at $1.01; 2024 say‑on‑pay support was ~87% . TSR indicators show strong momentum: the value of a $100 investment in WSR reached $133 in 2024, and as of 12/31/23 Whitestone’s 1‑yr/3‑yr TSRs were 34%/78% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Whitestone REIT | Chief Financial Officer | 2006–Jan 2022 | Led multiple capital raising efforts including initial and follow‑on equity offerings; deepened company/tenant knowledge over 18 years . |
| Gexa Energy (NASDAQ: retail electricity) | Chief Financial Officer | 2004–2006 | Instrumental in successful sale to NextEra (NEE) in 2005 . |
| Houston Cellular/Cingular Wireless (AT&T subsidiary) | Controller and Chief Financial Officer | 1994–2003 | Oversaw finance and shared services in telecom operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche | Auditor | Not disclosed | Early‑career audit experience; CPA credential . |
No other public company directorships are listed in Mr. Holeman’s proxy biography .
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary ($) | 500,000 | 475,000 | CEO base salaries set near market median; +5% YoY for 2024 . |
| Target Annual Bonus (% of salary) | 80% ($400,000) | 80% (implied) | AIP target set annually by Compensation Committee . |
| Actual AIP Earned ($) | 400,000 (100% of target) | 69,350 | 2024 AIP paid March 2025 . |
| Retention Bonus ($) | 375,000 (paid Mar 2025) | — | Awarded Feb 10, 2021; earned 12/31/2024 . |
| Perquisites/Other ($) | 31,875 (incl. $19,800 auto allowance; 401(k) match) | 26,247 | Minimal perquisites; 401(k) matching disclosed . |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Metrics and Outcomes
| Metric | Weight | Target | Actual/Result | Payout Multiple | Notes | |---|---:|---:|---:|---| | FFO per Share | 25% | $1.01 | $1.01 | 1.00x | Threshold/Stretch/Exceptional schedule disclosed . | | Same Store NOI Growth | 25% | 3.5% | 5.1% | 2.00x | Exceeded Exceptional . | | G&A as % of Revenue | 10% | 13.5% | 15% | 0.00x | Missed threshold . | | Net Debt / Pro Forma EBITDAre | 10% | 6.8x | 6.6x | 1.50x | Achieved Stretch . | | ESG Objectives | 5% | Set (Climate risk, training, MSCI) | Completed | 1.00x | Committee‑set qualitative goals . | | Discretionary | 25% | — | Avg adj. 11% across NEOs | Applied | Mr. Holeman overall result = 100% of target ($400k) . |
Long‑Term Incentives (2018 Plan; grants on 6/30/2024)
- Structure: 70% PSUs tied to 3‑year Relative TSR (2024–2026), 30% time‑based RSUs vesting equally on 6/30/2025, 6/30/2026, 6/30/2027 .
- TSR payout curve: 0.0x (<35th), 0.5x (35th), 1.0x (50th), 1.5x (75th), 2.0x (90th) .
- 2024 Grant Detail (Holeman):
| Grant Type | Units | Grant‑Date Fair Value ($) | Performance Period / Vesting |
|---|---|---|---|
| Time‑Based RSUs | 26,851 | 329,999 | Vests 1/3 on 6/30/2025, 6/30/2026, 6/30/2027 . |
| TSR PSUs (target) | 50,926 | 770,001 | 3‑yr Relative TSR (1/1/2024–12/31/2026); employment through period end required . |
- Cumulative performance status: 2024 PSUs tracking at 100% of target as of 12/31/2024; 2023 PSUs tracking at 150% of target as of 12/31/2024 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 28, 2025)
| Holder | Shares and Units Beneficially Owned | Notes | Ownership % |
|---|---|---|---|
| David K. Holeman | 737,531 | Includes 65,192 RSUs; excludes 94,714 PSUs with no voting/dividend rights until vesting . | 1.4% (of 50,894,946 shares) . |
Unvested Equity and Vest Schedule (as of 12/31/2024; $14.17/share)
| Grant Date | Unvested Time‑Based RSUs (# / $) | Unvested PSUs at Target (# / $) | Scheduled Vesting |
|---|---|---|---|
| 6/30/2024 | 26,851 / $380,479 | 50,926 / $721,621 | RSUs: 6/30/2025, 6/30/2026, 6/30/2027; PSUs: 12/31/2026 (performance period end) . |
| 6/30/2023 | 29,192 / $413,651 | 43,788 / $620,476 | RSUs: 6/30/2025, 6/30/2026; PSUs: 12/31/2025 (tracking 150%) . |
| 6/30/2022 | 9,149 / $129,641 | — | RSUs: 6/30/2025 . |
- Stock ownership guidelines: CEO 5x base salary; executives must retain 60% of granted shares until compliant; all executives are currently in compliance (subject to time to attain) .
- Hedging/pledging: Prohibited; no short sales, hedging, derivatives, or pledging of company stock allowed under Insider Trading Compliance Policy .
- Clawback: Company has an SEC/NYSE‑compliant clawback policy for incentive compensation upon a restatement, regardless of misconduct .
Insider Trading and Potential Selling Pressure
- Form 4 on January 3, 2025 indicates shares were withheld by the company to satisfy tax obligations upon vesting (non‑open‑market disposition), a typical pattern around vesting dates (e.g., 6/30) .
- Upcoming vesting dates (6/30/2025–2027) and PSU performance period ends (12/31/2025–2026) may produce additional net‑settlement withholding Form 4s, though not open‑market selling .
Employment Terms
Key Severance and Change‑in‑Control (CIC) Economics (Agreements dated March 14, 2025)
| Scenario | Salary Multiple | Bonus Multiple | Medical Continuation | Equity Treatment | Other |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (outside CIC period) | 1.5x base salary | 150% of 3‑yr avg cash bonus | 18 months | Immediate vesting at higher of target or performance for equity awards | Release required; 1‑yr non‑solicit of employees/customers . |
| Termination without Cause / Good Reason (within 2 yrs post‑CIC; double‑trigger) | 2.5x base salary | 250% of 3‑yr avg cash bonus + pro‑rated target AIP for year of termination | 30 months | Immediate vesting at higher of target or performance | “Cut‑back” vs pay excise tax—whichever yields better after‑tax outcome (no gross‑up) . |
- The 2018 LTIP amendment (on ballot in 2025) aligns plan vesting to a double‑trigger standard upon CIC and revises CIC definitions; also increases share pool by 2.25M (expected overhang ~7.3%) .
Indicative Payouts if Terminated on 12/31/2024 (Company disclosure)
| Scenario | Salary ($) | AIP ($) | Benefits ($) | Unvested Equity Value ($) | Total ($) |
|---|---|---|---|---|---|
| Without Cause / Good Reason (no CIC) | 750,000 | 1,298,925 | 23,241 | 2,576,106 | 4,648,272 |
| Without Cause / Good Reason (post‑CIC) | 1,250,000 | 1,648,208 | 38,735 | 2,576,106 | 5,513,049 |
| CIC without termination | — | — | — | 2,265,868 | 2,265,868 |
| Death/Disability | — | 375,000 | — | 2,265,868 | 2,640,868 |
Board Governance (Director Service and Independence)
- Board service: Trustee since 2022; currently no committee assignments listed for Mr. Holeman .
- Independence: Not independent (serving CEO); five of six nominees are independent .
- Board leadership: Independent Chair separate from CEO; independent trustees meet regularly in executive session .
- Attendance: All nominated trustees attended 100% of 2024 Board/committee meetings during their service period .
- Director pay: CEO receives no additional compensation for board service; non‑employee trustees receive cash/equity retainers .
Multi‑Year Compensation Summary
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 493,270 | 375,000 | 1,100,000 | 400,000 | 31,875 | 2,400,145 |
| 2023 | 466,923 | — | 800,007 | 69,350 | 26,247 | 1,362,527 |
| 2022 | 434,231 | — | 649,992 | 578,500 | 25,482 | 1,688,205 |
Peer positioning: 2024 total actual compensation aligned between the 25th–50th percentile of peer group; 2024 LTI grant fair value around the 40th percentile; base salaries slightly above 25th percentile . Say‑on‑pay support in 2024 was ~87% .
Performance & Track Record
| Measure | 2024 Outcome | Notes |
|---|---|---|
| Revenue Growth | +5.0% | Driven by +5% ABR per sq. ft. . |
| Same Store NOI Growth | 5.1% | Exceeded “Exceptional” AIP threshold . |
| Leasing Spreads | 11th consecutive quarter >17% combined straight‑line leasing spreads . | Indicates sustained pricing power . |
| TSR – Value of $100 | $133 (Company) vs $137 (Peer Index) in 2024 | Peer: FTSE Nareit Shopping Centers Index . |
| TSR (as of 12/31/23) | 1‑yr: 34%; 3‑yr: 78% | Within peer benchmarking set . |
Compensation Structure Analysis (Alignment and Risk)
- Equity tilt and performance linkage: For 2024, 69% of NEO target pay was “at risk”; LTI is majority PSU‑based (Relative TSR) with a clear payout curve and longer horizon .
- Governance enhancements: 2018 Plan amendment moves from single to double trigger upon CIC; adds best‑practice features (no dividends on unvested full‑value awards; no repricing) .
- Risk mitigants: Ownership requirements (CEO 5x salary), anti‑hedging/pledging, clawback, capped payouts, and independent compensation consultant (Zayla) with no conflicts .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support ~87%; the company engaged with >60% of shareholders on strategy, governance, and disclosure in 2024 .
Investment Implications
- Strong alignment: High proportion of at‑risk pay, PSU‑heavy LTI tied to Relative TSR, ownership guidelines, and a clawback support pay‑for‑performance alignment and reduce agency/hedging risks .
- Retention and potential dilution: Renewed CIC/severance provides competitive protection (2.5x salary + 250% bonus inside CIC with double trigger) that can facilitate stability through strategic events; proposed +2.25M LTIP shares lift fully diluted overhang to ~7.3% (3–5 years of capacity), which investors should monitor versus performance and burn rate .
- Near‑term trading flow: Annual RSU vest dates (6/30) and PSU period ends (12/31/2025–2026) typically produce non‑open‑market tax withholdings (Form 4s), implying mechanical supply rather than discretionary selling pressure .
- Execution track: 2024 operating results (SS‑NOI +5.1%, pricing power on spreads) and improving TSR suggest continued operational momentum under Holeman; compensation remains targeted between 25th–50th percentile with stated aim to move to median, which tempers pay inflation concerns if performance is sustained .