Jeffrey Jones
About Jeffrey A. Jones
Jeffrey A. Jones (age 69) is an independent trustee of Whitestone REIT, serving since 2020. He is Managing Director at Stephens Inc. (since 2018), and brings over 35 years of investment banking and restructuring experience; credentials include CFA, CTP, and current FINRA Series 7, 63, and 79 licenses. He chairs the Audit Committee and serves on the Compensation Committee; the Board has designated him (and all Audit Committee members) as an “audit committee financial expert.” Education: B.B.A. in Accounting and Finance from Southern Methodist University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackhill Partners | President and Partner | 2011–2018 | Co-headed investment banking and restructuring; firm later sold to Stephens Inc. |
| Black Elk Energy | Chief Restructuring Officer | 2015–2016 | Led complex bankruptcy and largest offshore O&G well decommissioning plan in Chapter 11. |
| Falcon Steel | Director | Not disclosed | Board experience; details not specified in proxy. |
| Greatwide Logistics Services | Director | Not disclosed | Board experience; details not specified in proxy. |
| First Family Group | Director | Not disclosed | Board experience; details not specified in proxy. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stephens Inc. | Managing Director | 2018–present | Investment banking/restructuring; Capital markets expertise. |
| SMU Cox School of Business – Alternative Asset Center | Advisory Board Member | Not disclosed | Advisory role in alternative assets and finance. |
Board Governance
- Independence: The Board determined Jones is independent under NYSE and SEC rules; five of six nominees are independent, and all key committees are fully independent.
- Committee assignments: Audit (Chair), Compensation (Member); all Audit Committee members designated “financial experts.”
- Attendance and engagement: All nominated trustees attended 100% of Board and assigned committee meetings in 2024; Board held 10 meetings.
- Executive sessions and leadership: Independent Chair separate from CEO; independent trustees meet regularly in executive session.
- Ethics and trading policies: Anti-hedging policy; trustees prohibited from short sales, hedging, derivative transactions, and pledging of Whitestone securities.
- Related-party oversight: Nominating & Corporate Governance Committee conducts prior review of related-party transactions; Board can approve such transactions only if fair and reasonable and declared to disinterested trustees/shareholders.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Standard non-employee trustee retainer. |
| Audit Committee Chair fee | $20,000 | Annual chair fee. |
| Compensation Committee member fee | $10,000 | Annual member fee. |
| Independent Chair fee (if applicable) | $30,000 | Not applicable to Jones; for Board Chair. |
| Annual share grant (equity) | $82,500 | Grant date value to non-employee trustees. |
2024 actuals for Jones:
- Fees earned (cash): $80,000 = retainer + Audit Chair + Compensation member.
- Share awards (grant-date fair value): $82,500.
- Total 2024 director compensation: $162,500.
Performance Compensation
| Element | Structure | Metrics / Vesting | 2024 Grant Value |
|---|---|---|---|
| Non-employee trustee equity | Annual share-based awards | Proxy discloses grant-date fair value; committee may grant restricted shares/units; dividends only upon vest; no options/SAR dividend equivalents; no repricing permitted | $82,500 (Jones) |
No performance metrics (TSR/financial) are disclosed for director equity; performance-based PSU awards described in the proxy apply to executives, not trustees.
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Falcon Steel | Director (prior) | Not disclosed | No Whitestone-related transactions disclosed. |
| Greatwide Logistics Services | Director (prior) | Not disclosed | No Whitestone-related transactions disclosed. |
| First Family Group | Director (prior) | Not disclosed | No Whitestone-related transactions disclosed. |
| Stephens Inc. | Managing Director | Private | No Stephens-related transactions with Whitestone disclosed in proxy. |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; extensive valuation, sale process, and interest rate expertise; qualified as expert in U.S. Bankruptcy courts.
- Capital markets and restructuring: 35+ years advising healthy and distressed companies; notable multi-jurisdictional reorgs and divestitures.
- Credentials: CFA, CTP; FINRA Series 7/63/79 current.
- Education: B.B.A., Accounting & Finance, Southern Methodist University.
Equity Ownership
| Holder | Shares/Units Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jeffrey A. Jones | 33,110 | ~0.07% (33,110 ÷ 50,894,946) | Below 1%; proxy presents “*” for <1%. |
- Ownership guidelines: Non-employee trustees must hold ≥5× annual cash retainer; must retain 100% of granted shares/units until compliant within 5 years. The Board reports all non-employee trustees are currently in compliance (subject to the 5-year window).
Governance Assessment
- Strengths: Independent status; Audit Chair with designated “financial expert” credentials; 100% meeting attendance in 2024; robust ethics (anti-hedging/anti-pledging), clawback policy (executives); independent committees; meaningful director ownership guidelines. These factors support board effectiveness and investor alignment.
- Compensation alignment: 2024 director pay split roughly equal between cash ($80k) and equity ($82.5k), reinforcing ownership alignment without excessive cash compensation.
- Plan governance improvements: 2018 equity plan amendment adopts double-trigger vesting on change in control, prohibits dividend equivalents on options/SARs, and disallows repricing—positive shareholder-friendly features.
- Potential conflicts: Proxy provides related-party oversight framework and discloses no transactions involving Jones; his role at Stephens Inc. is noted, but no dealings with Whitestone are disclosed. Continue monitoring for any banking/advisory relationships with Whitestone.
- RED FLAGS: None disclosed for Jones regarding attendance, related-party transactions, hedging/pledging, or director pay anomalies in 2024.