Donald Miller
About Donald A. Miller
Donald A. Miller, CFA, age 62, is an independent trustee of Whitestone REIT (WSR) since November 2024, serving on the Compensation Committee and the Nominating & Corporate Governance Committee. He is the former President & CEO of Piedmont Office Realty Trust (NYSE: PDM) with 30+ years of real estate leadership across acquisitions, asset management and operations; he holds a B.A. from Furman University and the CFA designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piedmont Office Realty Trust (NYSE: PDM) | President & CEO; Director | 2007–2019 | Led IPO (2010), recycled ~$2.2B assets; strategy execution through multiple cycles |
| Wells Real Estate Funds | Head of Real Estate Activities | 2003–2007 | Directed acquisitions, asset mgmt., leasing, property mgmt., construction |
| Lend Lease Real Estate | Head of U.S. Equity Real Estate Operations | 1994–2003 | Led U.S. equity operations at leading international property group |
| Prentiss Properties Realty Advisors (predecessor to Prentiss Properties Trust) | Regional Acquisitions | Pre-1994 | Acquisitions; entity later acquired by Brandywine Realty Trust (2005) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Feil Companies (Private real estate investment co.) | Board Member | Current | Private company board |
| Pacolet Milliken (Family office) | Board Member | Current | Private company board |
| Watkins Associated Inc. (Family holding co.) | Board Member | Current | Private company board |
| NAREIT | Board of Governors | 2012–2015 | Industry leadership role |
| Urban Land Institute (ULI); NAIOP | Member (former) | — | Professional associations |
| Piedmont Office Realty Trust (NYSE: PDM) | Director (former) | During CEO tenure | Prior public company directorship |
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Independence and attendance: The Board affirmed Miller is independent under NYSE/SEC rules; all nominees (including Miller) attended 100% of Board and assigned committee meetings during their 2024 service period .
- Board structure and practices: Independent Board Chair (separate from CEO); independent trustees meet in regular executive sessions; all three standing committees composed solely of independent trustees .
- Related-party oversight: Nominating & Corporate Governance Committee conducts prior review/approval of related-party transactions (Miller serves on this committee) .
- Conduct policies: Insider Trading Compliance Policy prohibits hedging, short sales, derivative transactions, and pledging of WSR securities by trustees and executives .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | |
| Independent Chair fee (cash) | $30,000 | |
| Committee chair fees (cash) | Audit $20,000; Compensation $13,000; Nominating & Corporate Governance $13,000 | |
| Committee member fees (cash) | Audit $14,000; Compensation $10,000; Nominating & Corporate Governance $10,000 | |
| Annual equity grant (non-employee trustees) | $82,500 grant date value | |
| Share-in-lieu option | Trustees may elect to receive cash fees in common shares |
2024 actual compensation for Donald A. Miller (partial year; appointed Nov 4, 2024):
| Director | Fees Earned or Paid in Cash ($) | Share Awards ($) | Total ($) | Shares Issued in Lieu of Fees (#) |
|---|---|---|---|---|
| Donald A. Miller | $11,093 | $13,074 | $24,167 | 784 |
Notes:
- 2024 amounts reflect partial-year service (joined Nov 4, 2024) .
Performance Compensation
- Directors receive fixed-value annual equity grants (time-based), not performance-conditioned awards; no director-specific performance metrics are disclosed or applied .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Miller |
| Current private boards | The Feil Companies; Pacolet Milliken; Watkins Associated Inc. |
| Prior publicboards | Piedmont Office Realty Trust (NYSE: PDM) |
| Compensation Committee interlocks | None: Compensation Committee (includes Miller) reported no interlocks or insider participation; no members served as WSR officers, and no reciprocal executive/committee relationships were reported . |
Expertise & Qualifications
- Real estate leadership across cycles (acquisitions, asset management, leasing, operations); drove IPO and multi-billion-dollar asset recycling at PDM .
- Governance and industry leadership (NAREIT Board of Governors; ULI/NAIOP affiliations) .
- Financial credentials (CFA) and transaction experience relevant to REIT capital allocation and oversight .
Equity Ownership
| Holder | Shares/Units Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Donald A. Miller | 1,708 | * (<1%) | Beneficial ownership as of March 28, 2025; outstanding shares: 50,894,946 |
Ownership alignment and restrictions:
- Non-employee trustee ownership guideline: Hold WSR common shares valued at ≥5x annual cash retainer; five-year compliance window; must retain 100% of granted shares/units until in compliance; Board reviews annually. All non-employee trustees are currently in compliance (subject to time period to achieve minimum) .
- Hedging/pledging: Prohibited for trustees and executives under Insider Trading Compliance Policy .
Governance Assessment
- Effectiveness: Strong attendance (100%), independence confirmed, and committee composition entirely independent support robust oversight; Miller’s deep REIT operating and capital allocation experience enhances Board real estate and transaction oversight capabilities .
- Refreshment signal: Miller’s appointment (Nov 2024) followed a shareholder-engaged refresh; Whitestone added two independent trustees (Miller and Gathright) as part of a process led by the Nominating & Governance Committee with Spencer Stuart—positive signal on responsiveness and board renewal .
- Pay governance: Director pay is modest and mixed cash/equity, with optional share-in-lieu election and meaningful ownership guidelines; company-wide adoption of clawback policy, anti-hedging/pledging, and separation of Chair/CEO further support investor alignment .
- Compensation and shareholder support context: 2024 Say-on-Pay passed with ~87% support, indicating broadly favorable investor sentiment on compensation governance .
- Conflicts/related-party exposure: No Miller-related party transactions disclosed; related-party reviews sit with the Nominating & Corporate Governance Committee (of which Miller is a member). Monitor for any dealings with entities on whose boards Miller serves (Feil, Pacolet Milliken, Watkins), though none are disclosed; policy requires prior review/approval and independence safeguards .
- RED FLAGS: None disclosed regarding attendance, hedging/pledging, related-party transactions, or option repricing. Plan amendments moved change-in-control vesting to double-trigger and tightened dividend treatment on awards—improving governance posture .
Overall, Miller’s appointment strengthens board real estate expertise and capital allocation oversight with positive governance underpinnings (independence, attendance, ownership alignment, anti-hedging/pledging). No disclosed conflicts; continue to monitor potential overlap with his private real estate board roles and any future related-party transactions .