Julia Buthman
About Julia B. Buthman
Independent trustee of Whitestone REIT since 2023; age 65. She is Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee, and has been designated independent by the Board under NYSE/SEC standards. Background includes >35 years in senior debt and structured equity investing (Prudential Private Capital; Bank of Montreal), with board experience at PPC portfolio companies; B.S. (Oklahoma State) and MBA (University of Houston Bauer). The Board reported 100% attendance by all nominated trustees (including Ms. Buthman) at Board and assigned committee meetings during 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Private Capital (PPC) | Managing Director; oversaw Dallas Corporate Finance | Not disclosed | Served on several PPC portfolio company boards; chaired Audit and Compensation committees; senior management team input on strategy and human capital |
| Bank of Montreal (BMO) | Managing Director, Special Assets | Not disclosed | Managed multiple real estate investments; led Chicago retail-focused vertical |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Metro Educational Foundation | Chair, Advisory Council | Non-profit leadership |
| United Methodist Hospital and Health Care System | Vice-Chair | Non-profit leadership |
| North Texas Food Bank | Executive Committee and Finance Chair | Non-profit leadership |
Board Governance
- Independence and roles: Independent trustee; Chair, Nominating & Corporate Governance; member, Audit. All three standing committees are fully independent.
- Audit expertise: The Audit Committee (Jones—Chair; members include Buthman) was determined by the Board to have all members qualify as “audit committee financial experts.”
- Attendance and engagement: Board met 10 times in 2024; Nominating & Corporate Governance met 4 times; Audit met 5 times. All nominees attended 100% of Board and assigned committee meetings and attended the 2024 annual meeting.
- Share ownership alignment: Non-employee trustees must hold shares valued at least 5× the annual cash retainer within 5 years; must retain 100% of shares/units until guideline met. The Board states all non-employee trustees are currently in compliance, subject to the five-year phase-in.
- Governance controls (signals for investors): Separate independent Chair/CEO; anti-hedging/pledging policy applying to trustees; clawback policy adopted; Nominating & Corporate Governance Committee oversees related-party review and ESG.
- Board refreshment: Average Board tenure 2.2 years as of Apr 1, 2025, reflecting ongoing refreshment.
Fixed Compensation
| Component (Non-Employee Trustees) | Amount |
|---|---|
| Annual retainer (cash) | $50,000 |
| Committee chair fees | Audit Chair: $20,000; Compensation Chair: $13,000; Nominating & Corporate Governance Chair: $13,000 |
| Committee member fees | Audit Member: $14,000; Compensation Member: $10,000; Nominating & Corporate Governance Member: $10,000 |
| Independent Chair fee | $30,000 |
| Cash in shares option | Trustees may elect to receive cash fees in common shares |
| 2024 Actual (Ms. Buthman) | Amount |
|---|---|
| Fees earned/paid in cash | $70,655 |
| Shares issued in lieu of fees | 4,933 shares |
| Total cash-equivalent fees (incl. share in-lieu) | $70,655 |
Performance Compensation
| Equity Component (Directors) | Grant Detail |
|---|---|
| Annual equity grant | $82,500 grant-date value (standard non-employee trustee award) |
| 2024 Actual (Ms. Buthman) | Stock awards $82,500 (grant-date fair value) |
No performance-contingent metrics were disclosed for director equity; director awards are structured as annual grants (not PSU/TSR-based for directors).
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Status |
|---|---|---|---|
| Public company directorships | None disclosed | — | — |
| PPC portfolio companies (private) | Director (prior) | Chaired Audit and Compensation committees | Historical |
- Compensation Committee interlocks: The proxy discloses no interlocks for the Compensation Committee (Ms. Buthman is not a member).
Expertise & Qualifications
- Capital markets and credit: 35+ years in senior and subordinated debt, structured equity across public/private companies; REIT financing experience (e.g., Lion Industrial Properties, EPR Properties).
- Audit/financial oversight: Serves on Audit Committee; Board determined all Audit members to be “financial experts.”
- Governance leadership: Chairs Nominating & Corporate Governance; committee also oversees ESG and related-party review.
- Education: B.S. Psychology (Oklahoma State); MBA (University of Houston Bauer).
Equity Ownership
| Holder | Beneficial Ownership (Common Shares & Units) | As of | Notes |
|---|---|---|---|
| Julia B. Buthman | 18,917 | March 28, 2025 | From Security Ownership table; percentage not specified in proxy line item |
| Policy constraints | — | — | Hedging, short sales, derivatives, and pledging are prohibited for trustees under Insider Trading Compliance Policy. |
| Ownership guidelines | ≥5× annual cash retainer within 5 years; retain 100% of granted shares/units until met; Board indicates current compliance subject to time period. |
Governance Assessment
- Strengths supporting investor confidence:
- Independent director with finance/investing depth; chairs Nominating & Corporate Governance and sits on Audit (all Audit members deemed financial experts).
- High engagement: 100% attendance; active committee workload.
- Alignment: Elected to receive fees in stock (4,933 shares) and subject to robust ownership guidelines.
- Shareholder-friendly policies: Anti-hedging/pledging; clawback; independent Chair; strong committee independence.
- Pay program governance improved: 2018 LTIP amendment proposes shifting to double-trigger vesting on change-in-control and tightens dividend practices—good governance signal.
- Shareholder support: Prior Say-on-Pay approval ~87% in 2024.
- Watch items:
- Equity plan dilution: Proposed LTIP share increase raises fully-diluted overhang to approximately 7.3%; monitor grant pacing and run-rate.
- Board refreshment: Average tenure 2.2 years; while positive for refresh, sustained continuity and institutional knowledge should be monitored.
- Related-party/conflicts:
- The Nominating & Corporate Governance Committee is charged with prior review of related-party transactions; the proxy sections reviewed do not flag director-specific related-party transactions for Ms. Buthman. Continue monitoring 8-Ks and future proxies.