Kristian Gathright
About Kristian M. Gathright
Independent trustee of Whitestone REIT since 2024; age 52; serves on Audit and Nominating & Corporate Governance Committees. Former Executive Vice President and Chief Operating Officer of Apple Hospitality REIT; B.S. in Accounting from the University of Virginia; designated by WSR’s Board as an “audit committee financial expert.” The Board affirms her independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Hospitality REIT (NYSE: APLE) | Executive Vice President & Chief Operating Officer | ~20 years; retired 2020 | Instrumental in 2015 NYSE listing and transition to institutional ownership; led operations, capital raises, investor relations |
| Spirit Realty Capital (NYSE: SRC) | Trustee (former) | Not disclosed | Board role at ~$9B EV net-lease REIT; participated in premium sale to strategic acquirer |
| Cornerstone Realty Income Trust | Assistant VP & Investor Relations Manager | Not disclosed | Investor relations leadership |
| United Dominion Realty | Regional Controller & Asset Manager | Not disclosed | Asset management and accounting |
| EY | Auditor | Not disclosed | Audit experience; accounting foundation |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Apple Hospitality REIT (NYSE: APLE) | Board Member | Governance oversight at a large hotel REIT |
| Derive Ventures | Senior Advisor | Strategic advisory |
| University of Virginia Foundation; McIntire School of Commerce Foundation | Board Member | Institutional oversight |
| Community Foundation for a Greater Richmond | Investment Committee Chair | Portfolio oversight |
| YMCA of Greater Richmond | Immediate Past Chair | Non-profit leadership |
| NextUP RVA | Finance Chair | Financial stewardship |
| Startup Virginia | Vice Chair | Innovation ecosystem support |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not a committee chair.
- Independence: Board determined she is independent; all three standing committees comprised solely of independent trustees.
- Attendance: 100% attendance at Board and assigned committee meetings during 2024 service period; attended 2024 annual meeting.
- Audit oversight: Audit Committee (Jones, Chair; Buthman; Feng; Gathright) with all members designated “audit committee financial experts.”
- Board refresh: Two new independent trustees (including Gathright) appointed Nov 4, 2024 after an exhaustive search (Spencer Stuart); average Board tenure 2.2 years underscores refresh and independence.
- Executive sessions: Independent trustees meet regularly in executive session without management; independent Chair structure.
- Ethics, risk, and trading policies: Anti-hedging and anti-pledging policy for trustees/executives; Nominating & Corporate Governance oversees conflicts/related party reviews.
Fixed Compensation
| Element | Amount |
|---|---|
| Annual cash retainer (non-employee trustee) | $50,000 |
| Independent Chair fee | $30,000 |
| Equity compensation (annual grant, grant-date value) | $82,500 |
| Committee chair fees | Audit $20,000; Compensation $13,000; Nominating & Corporate Governance $13,000 |
| Committee member fees | Audit $14,000; Compensation $10,000; Nominating & Corporate Governance $10,000 |
| 2024 Director Compensation (Prorated for Nov 4, 2024 start) | Fees Earned/Paid in Cash ($) | Share Awards ($) | Total ($) |
|---|---|---|---|
| Kristian M. Gathright | 11,727 | 13,074 | 24,801 |
| Shares issued in lieu of cash fees (count) | 829 | — | — |
- Note: Her 2024 compensation was partial-year given appointment on Nov 4, 2024.
Performance Compensation
- No director-specific performance metrics disclosed; standard non-employee trustee equity retainer granted annually (grant-date value $82,500).
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Apple Hospitality REIT (APLE) | Lodging REIT | Director | Different sector (hotels vs. open-air retail centers); no disclosed transactions with WSR; related-party transactions reviewed by Nominating & Corporate Governance Committee. |
| Spirit Realty Capital (SRC) | Net-lease REIT | Former Director | Former role; no ongoing tie disclosed with WSR. |
- Process integrity: 2024 appointments (including Gathright) responded to shareholder feedback and used independent search (Spencer Stuart).
Expertise & Qualifications
- Finance/accounting: BS Accounting (UVA); former EY auditor; designated audit committee financial expert.
- Real estate operations and capital markets: Multi-decade REIT operating leadership (COO); led M&A, capital raises, investor engagement; experience on large-cap REIT boards.
- B2C and hospitality domain knowledge beneficial to community-centered retail assets.
Equity Ownership
| Holder | Common Shares and Units Beneficially Owned | % Ownership |
|---|---|---|
| Kristian M. Gathright | 3,503 | <1% (aggregate note) |
| Ownership Guidelines | Requirement | Status |
|---|---|---|
| Non-employee trustees | Maintain ≥5x annual cash retainer value; 5 years to comply; retain 100% of granted shares/units until compliant | All non-employee trustees are currently in compliance, subject to the time period to achieve minimum investment. |
- Insider trading policy prohibits hedging, short sales, derivative transactions, and pledging of WSR securities.
Governance Assessment
- Positive signals: Independence, 100% attendance, audit financial expertise, strong ethics/anti-hedging-pledging policy, independent Chair, regular executive sessions, robust related-party oversight, and shareholder-responsive board refresh with professional search.
- Alignment: Ownership guidelines (≥5x cash retainer) and equity retainer support skin-in-the-game; Gathright holds WSR shares and elected stock in lieu of cash, reinforcing alignment.
- Compensation structure: Director pay is modest and transparent; no director-specific performance pay—which is typical and avoids misaligned incentives.
- Policy enhancements: 2018 LTIP amended to adopt double-trigger vesting on change-in-control, restrict dividends until vesting, and prohibit option/SAR dividend equivalents—good governance practices.
- Shareholder sentiment: Say-on-Pay approval ~87% in 2024 indicates supportive governance/comp structure environment.
- Potential conflicts: Concurrent APLE directorship and prior SRC board service pose limited conflict given sector differences; no related-party transactions disclosed; oversight via committee review processes.
- Red flags: None observed—no pledging/hedging, no disclosed related-party transactions, full attendance, independent status, and refreshed, majority-independent Board.