Amendment: SEC Form 10-K/A filed by Whitestone REIT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

 

 

For the fiscal year ended December 31, 2025

OR

 

For the transition period from to

Commission file number:

 

WHITESTONE REIT

(Exact Name of Registrant as Specified in Its Charter)

 

 

2600 South Gessner, Suite 500, Houston, Texas 77063

(Address of Principal Executive Offices; Zip Code)

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule of the Exchange Act).  Yes ☐ No ☒

The aggregate market value of the voting and common equity held by of the registrant as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $556,553,575.

As of March 3, 2026, the registrant had 51,391,734 shares outstanding of its common stock, $0.001 par value per share, outstanding.

 

 

 

 

 

EXPLANATORY NOTE

This Amended Filing contains forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “ongoing,” “outlook,” “should,” “seek,” “target,” “will,” “would,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements speak only as of the date they are made. Whitestone undertakes no obligation to update or review any forward-looking statements, except as required by law, whether as a result of new information, future events or otherwise.

 

PART III

 

Trustees

Set forth below are the biographies of each trustee, including their ages and positions and offices held with the Company of the date hereof.

Julia B. Buthman, Age 66

 

 

 

 

Ms. Buthman is a former Managing Director of Prudential Private Capital (PPC), where she oversaw the Dallas Corporate Finance office covering multiple growth cities in Texas, Oklahoma, Missouri, Kansas, Arkansas, and Louisiana. Ms. Buthman served on the boards of several of PPC’s portfolio companies, including heading up the Audit and Compensation Committees. In addition, she served on PPC’s senior management team, providing valuable input into strategy, execution and human capital management. Prior to PPC, Ms. Buthman served as a Managing Director at Bank of Montreal (BMO), where she was a member of the Special Assets group, responsible for managing multiple real estate investments and assets across various sectors including, retail, commercial, residential and office. Additionally, Ms. Buthman was responsible for heading a new Chicago-based vertical focused on the retail industry. Throughout her tenure at both Prudential and BMO, Ms. Buthman advised clients within the real estate industry on capital management, strategy and M&A. Ms. Buthman earned a Bachelor of Science degree in Psychology from Oklahoma State University and an MBA from the University of Houston Bauer School of Business.

 

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Amy S. Feng, Age 60

 

 

 

 

 

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Ms. Feng currently serves as Managing Director at H/Advisors Abernathy, a strategy and communications firm. Prior to rejoining Abernathy, she served as Executive Vice President at Edelman Smithfield, as Shopify’s Global Head of Investor Relations and as a Managing Director at Joele Frank Wilkinson Brimmer Katcher. Ms. Feng has advised executives and Boards on a wide range of critical issues of importance to shareholders and other stakeholders. Her collective work experience and positions on NACD and NIRI equip her with the ability to help Boards elevate their performance and create long-term value. Ms. Feng has also served as a Managing Director and Senior Research Analyst at JMP Securities and as an Equity Research Senior Analyst at Lehman Brothers. Ms. Feng earned a Bachelor of Arts degree with honors in Chemistry from Cornell University, a Ph.D. Chemistry from the University of California, Berkeley, and an MBA from Northwestern University.

Kristian M. Gathright, Age 53

 

 

 

 

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From March 2019 until February 2026, Ms. Gathright served as a board member of Apple Hospitality REIT (NYSE: APLE) (“Apple Hospitality”), which owns one of the largest and most diverse portfolios of upscale, rooms-focused hotels in the United States. During a span of over years, she served in various roles at Apple Hospitality, including Chief Operating Officer, and has direct experience overseeing operations, strategic decision-making, capital raises and investor relations functions. In addition, Ms. Gathright was instrumental in Apple Hospitality 2015 listing on the NYSE and its ownership transition from retail to institutional shareholders. Prior to joining Apple Hospitality, Ms. Gathright served in investor relations, asset management, accounting and audit roles with Cornerstone Realty Income Trust, United Dominion Realty and EY. She also served for ten years as the President of the Courtyard Franchise Advisory Council and as an American Hotel and Lodging Association board member, Ms. Gathright earned a Bachelor of Science degree in Accounting at the University of Virginia.

David K. Holeman, Age 62

 

 

 

 

 

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Before joining Whitestone, Mr. Holeman was Chief Financial Officer and Corporate Secretary at Gexa Energy, a NASDAQ-listed retail electricity provider, where he oversaw all financial, tax, treasury, investor relations and human resource functions. Notably, Mr. Holeman was instrumental in the successful sale of Gexa Energy to NextEra (NYSE: NEE) in 2005. Prior to his time at Gexa, Mr. Holeman was Chief Financial Officer, Head of Shared Services and Controller at Houston Cellular Telephone Company/Cingular Wireless, a subsidiary of AT&T. Prior to his time at Houston Cellular, Mr. Holeman served as the Director of Restructuring for Coram Healthcare, a NYSE-listed medical provider. He also held various financial roles with H.M.S.S., a NASDAQ-listed medical provider, which was acquired by Coram. Mr. Holeman began his career as an auditor with Deloitte in Kansas City, is a CPA, and earned a Bachelor of Business Administration degree in accounting from Abilene Christian University.

Jeffrey A. Jones, Age 70

 

 

 

 

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Mr. Jones has served as Managing Director at Stephens Inc., one of the largest independent investment banks in the United States since 2018. Prior to this role, Mr. Jones Blackhill Partners, an investment banking and restructuring firm, from 2011 through the firm’s acquisition from its founder and its subsequent sale to Stephens Inc. in 2018. Mr. Jones also served as the Chief Restructuring Officer for Black Elk Energy from 2015 to 2016 during their complex bankruptcy and the largest ever attempted offshore oil and gas well decommissioning plan in Chapter 11. Noteworthy transactions in Mr. Jones’s career include the $5 billion multinational, multi-jurisdictional reorganization of Pacific Exploration, advising the founding family in the sale of Algan to BFGoodrich, advising the founder of TriColor Auto Group in its sale to Serent Capital, and facilitating the divestitures of business units for British Petroleum, Kennametal and Xerox. Mr. Jones is a Chartered Financial Analyst and a Certified Turnaround Professional and completed the three-year Securities Industry Institute program at The Wharton School of the University of Pennsylvania. Mr. Jones earned a Bachelor of Business Administration degree in Accounting and Finance from Southern Methodist University.

Donald A. Miller, Age 63

 

 

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Donald Miller is a former member of the Urban Land Institute, and the National Association of Industrial and Office Properties. He previously served on the Board of Governors for the National Association of Real Estate Investment Trusts from 2012 to 2015. From 2003 to 2007, Mr. Miller was the head of real estate activities at Wells Real Estate Funds, Inc. In such capacity, he was responsible for directing all aspects of acquisitions, asset management, dispositions, property management, and construction groups. From 2001 to 2003, Mr. Miller headed the U.S. equity real estate operations of Lend Lease, a leading international commercial real estate property group where he had worked since 1994. Prior to his time at Lend Lease, Mr. Miller was responsible for regional acquisitions for Prentiss Properties Realty Advisors, a predecessor entity to Prentiss Properties Trust, a publicly traded REIT (which was acquired by Brandywine Realty Trust in 2005). Mr. Miller received a Bachelor of Arts from Furman University in Greenville, South Carolina.

 

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Executive Officers

The following table sets forth certain information about our current executive officers.

 

 

Corporate Governance

We are committed to good corporate governance, which promotes the long-term interests of shareholders, strengthens Board and management accountability and helps build public trust in us. Our governance practices include:

 

 

 

 

 

 

 

 

 

 

 

 

The primary purposes of the Audit Committee are overseeing our accounting and financial reporting process, the audits of our financial statements; and assisting the Board in its oversight of the following:

 

 

 

 

The committee also prepares a report each year for inclusion in our proxy statement in accordance with the rules of the SEC.

The committee currently consists of Julia B. Buthman, Amy S. Feng, Kristian M. Gathright, and Jeffrey A. Jones, with Mr. Jones serving as chair. Our Board has determined that all of the members of the committee are an “audit committee financial expert” as defined by the rules promulgated by the SEC. Each member of the committee is “independent” under the NYSE listing standards and applicable SEC rules.

Our Board has adopted a Code of Business Conduct and Ethics that is applicable to all members of our Board, our executive officers and our employees. According to our Code of Business Conduct and Ethics, our employees and trustees are expected to exhibit and promote the highest standard of honest and ethical conduct, by their adherence to the following policies and procedures: (1) they shall engage in only honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; and (2) they shall inform our General Counsel of any deviations in practice from policies and procedures governing honest and ethical behavior or any material transaction or relationship that comes to their attention that could reasonably be expected to create a conflict of interest.

 

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If we amend or grant any waiver from a provision of our Code of Business Conduct and Ethics, we will promptly disclose such amendment or waiver in accordance with and, if required by applicable law, including by posting such amendment or waiver on our website at the address above. The Audit Committee oversees compliance with our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics is available under the “Corporate Governance” page of our website at www.whitestonereit.com.

As required by the SEC and NYSE listing standards, our Board has adopted a Clawback Policy that permits us to recover incentive compensation from certain officers in the event we are required to prepare a financial restatement, without regard to whether the restatement is caused by wrongdoing, negligence, or other misconduct. Our Clawback Policy is available on our website at http://ir.whitestonereit.com/.

Our Board has adopted an Insider Trading Compliance Policy which prohibits our trustees and executive officers from engaging in insider trading, executing, “short sales,” purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of our shares or other equity securities granted as compensation or held directly or indirectly (“Securities,”) purchasing or selling derivative securities related to our Securities, or pledging Securities as collateral for indebtedness, including holding such shares in a margin account.

The roles of Chair of the Board and Chief Executive Officer are separate. Our Chair of the Board is an independent trustee. Our independent trustees meet separately in executive sessions on a regular basis, typically during a portion of, or immediately after, each regularly scheduled meeting of our Board. Ms. Feng, our independent Chair presides over executive sessions of the independent trustees. The Board believes that its current leadership structure is appropriate for us because it separates the leadership of the Board from the leadership of the Company. The Board also believes that separating the position of Chair from Chief Executive Officer better positions the Board to evaluate the performance of management and enables the Chair to provide guidance to the Chief Executive Officer.

The duties of the Chair include the following:

 

 

 

 

 

 

 

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For additional information, see our Corporate Governance Guidelines, which are available on the Corporate Governance page of our website, www.whitestonereit.com.

Our Board has an active role, as a whole and also at the committee level, in overseeing management of our risks. Our Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, as more fully described in “Compensation Discussion and Analysis-Compensation Related Risk Management.” The Audit Committee oversees management of financial and legal compliance risks. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. Specific actions that have been taken by the Board include:

 

 

 

The Audit Committee considers risks relating to cybersecurity and, for that purpose, receives regular reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by us, including updates on the internal and external cybersecurity landscape and relevant technical developments.

The Board believes that the administration of its risk oversight function has not affected its leadership structure.

We have established procedures for shareholders or other interested parties to communicate with our Board, including our independent trustees. Such parties can contact the Board by sending a letter to:. Our Corporate Secretary will review all communications made by this means and forward the communication to our Board or to any individual trustee to whom the communication is addressed.

 

The following executives are our 2025 named executive officers (the “NEOs”):

 

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Say-On-Pay Results and Shareholder Engagement

Our Board and our Compensation Committee value the opinions of our shareholders and are committed to ongoing engagement with our shareholders on executive compensation practices. The Compensation Committee specifically considers the results from the annual shareholder advisory vote on executive compensation. At the 2025 annual meeting of shareholders, approximately 91% of the votes cast on the shareholder advisory vote on our executive compensation proposal were in favor of our executive compensation. We believe the results of the 2025 say-on-pay vote demonstrate continued strong shareholder support for our current compensation programs.

The information presented below demonstrates that our NEOs accomplished significant goals on behalf of our shareholders in 2025. We believe these results are due to the alignment between our NEOs’ interests and those of our shareholders through our executive compensation plans, including the 2018 Plan, under which we predominantly issue performance-based equity grants. We believe the information in this Compensation Discussion and Analysis (“CD&A”) also demonstrates that our compensation program is commensurate with our growth and follows best practices in our industry.

In 2025, we accomplished the following:

 

 

 

 

 

FFO, FFO Per Share, EBITDAre, the Ratio of Debt to Pro Forma EBITDAre and Same Store Net Operating Income (“NOI”) are financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”). Please refer to APPENDIX MEASURES for explanations and reconciliations of these metrics to their most comparable GAAP metric.

The following table summarizes the decisions of the Compensation Committee in 2025 versus 2024. Our compensation philosophy is to pay at market median, with the majority of executive pay being aligned with our performance. When our performance and individual performance warrants, we may compensate above the market midpoint in variable pay components. Our independent compensation consultant analyzed the 2025 compensation changes vs. the peer group and concluded the named executive officers’ 2025 total actual compensation was aligned between the 25th and 50th percentile of the peer group. We expect the NEO total actual compensation to move to the 50th percentile over time.

 

In 2025, Ms. Mastandrea and Ms. Siv achieved 97% and 94%, respectively and Messrs. Holeman, Hogan and Tropoli, achieved 90%, 94% and 94%, respectively of their annual cash incentive targets. All 2025 incentive amounts were paid in March 2026. The amount reflected in the 2024 Annual Cash Incentive column includes a retention payment of $375,000 and $240,000 for Mr. Holeman and Ms. Mastandrea, respectively, that was awarded on February 10, 2021, earned on December 31, 2024 and paid in March 2025. Further discussion of the annual cash incentive targets and actions is contained in “.”

Summary of Our Compensation Practices

The Compensation Committee’s charter specifies its responsibility for establishing, implementing and continually monitoring our executive compensation programs. Additionally, the Compensation Committee is responsible for the assessment of executive compensation relative to our performance, ensuring that the application of our compensation plans to specific executive incentive awards is justifiably appropriate, and making all compensation-related recommendations to our Board.

The material presented in this CD&A discusses (1) our executive compensation philosophy, strategy, process and procedures which are centered on a philosophy and take into consideration the entrepreneurial approach required of our NEOs to build us and (2) all compensation components for our five NEOs, including a summary of the following:

 

 

 

 

 

 

 

 

 

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Compensation Best Practices that We Follow

We tie pay to performance. In 2025, 70% of our NEOs’ targeted pay was “at risk.” We set clear financial goals for corporate performance and differentiate based on individual achievement. In establishing goals, we select performance metrics that drive both our short-term and long-term corporate strategy in accordance with our strategic plan.

For our 2025 awards, 70%, 70%, 65%, 65% and 60% of the grant vests based on relative TSR over a three-year performance period for Mr. Holeman, Ms. Mastandrea, Mr. Hogan, Mr. Tropoli and Ms. Siv, respectively, and 30%, 30%, 35%, 35% and 40%, vests based on continued employment over three years for Mr. Holeman, Ms. Mastandrea, Mr. Hogan, Mr. Tropoli and Ms. Siv, respectively. We believe this balance allows us to retain and attract key personnel and aligns those individuals with the interests of shareholders.

–75% of the NEOs’ annual incentive awards are based on rigorous objectively-determinable company goals established and approved by the Compensation Committee. 25% is based on the discretion of the Compensation Committee.

We mitigate undue risk associated with compensation, including utilizing caps on potential payments, retention provisions, multiple performance targets, equity ownership guidelines and robust Board and management processes to identify risk.

—The Compensation Committee utilizes an independent compensation consulting firm, which provides no other services to us.

We provide minimal perquisites to our executive officers.

Annually, we evaluate share utilization by reviewing overhang levels (dilutive impact of equity compensation on our shareholders) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares) to limit dilution to our shareholders while providing adequate market competitive compensation to employees.

—We require our trustees and NEOs to acquire and maintain prescribed levels of ownership of our shares in order to align their interests with those of our shareholders.

- We compare the total compensation of our NEOs to that of our peers prior to making executive compensation decisions.

Negative Compensation Practices That We Do Not Follow

Excise Tax upon Change in Control

Repricing of Underwater Options

Severance Multipliers Greater Than 3X

Automatic Share Reload (“Evergreen”) feature in Equity Incentive Plan

 

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Compensation Strategy and Philosophy

Our corporate business model is based on the creation of Community Centered Properties that are carefully tenanted and positioned to add value to the communities in which they are located. Our business model is entrepreneurial, involves a high degree of long-term planning, strategic thought and careful execution so that our properties effectively function as communities.

In allocating compensation, we believe the compensation of senior levels of management should be predominantly performance-based since these levels of management have the greatest ability to influence corporate performance. The table below summarizes the allocation of the 2025 compensation opportunity for our NEOs and all other executives based upon the three primary elements of compensation—base salary, annual cash incentive, and long-term incentives.

We generally aim to align with the market in each of the three pay elements as defined in our philosophy.

The three elements of 2025 compensation are discussed in detail below.

. The Compensation Committee’s philosophy is to pay for performance, setting base salaries at the market median. Our independent compensation consultant analyzed the NEOs’ 2024 compensation compared to the peer group and concluded the NEOs’ 2025 base salaries were slightly above the 25th percentile of the peer group.

 

. Our NEOs are eligible to receive annual cash incentive awards under our annual incentive program (the “AIP”). The AIP provides an opportunity for employees to receive a short-term award based on the achievement of specified organization, operating and financial goals and objectives at the corporate level that are established by the Compensation Committee each year.

The 2025 target incentive opportunities granted to the NEOs under the AIP were as follows:

 

 

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The 2025 annual incentive performance objectives, weighting, , and the 2025 performance results under the AIP were as follows:

 

For 2025 performance, Mr. Holeman earned $380,000, or 90% of the target amount, Ms. Mastandrea earned $350,000, or 97% of the target amount, Messrs. Hogan and Tropoli earned $170,000 and $180,000, respectively, or 94% of the target amount under and Ms. Siv earned $127,000, 94% of the target amount under the AIP. All amounts were paid to the NEOs in March of 2025.

. The 2018 Long-Term Equity Incentive Ownership Plan (the “2018 Plan”) became effective on July 30, 2018. The 2018 Plan provides for equity-based grants of incentive compensation to our NEOs and other employees and provides an opportunity for our employees to receive grants of equity that vest over time or upon the achievement of long-term goals that create incremental value for us and our shareholders.

 

The 2018 Plan is designed to encourage entrepreneurship and align the interests of our NEOs and employees with our long-term strategy. The Compensation Committee considers these awards to be the most important component of total compensation and key retention of participants because they encourage participants to think and act like owners. Our independent compensation consultant analyzed the 2025 compensation compared to the peer group and concluded that the grant date fair value of our NEOs’ 2025 target long-term incentive awards were at the 40th percentile of our peer group.

 

 

The TSR Unit vesting schedule is as follows:

 

The following table illustrates the total grant date fair value of the Time-Based Units and TSR Units:

 

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Compensation Objectives

 

 

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Roles and Responsibilities in Compensation Decisions

The Compensation Committee is specifically responsible for compensation decisions related to our CEO. The Compensation Committee reviews, assesses and approves recommendations from our CEO regarding any determination of base salary and annual cash incentives to all other officers, including the other NEOs. The Compensation Committee’s philosophy and strategy and the programs adopted by our Board establish the general parameters within which our CEO recommends compensation for the other NEOs.

David K. Holeman, our Chief Executive Officer, annually reviews the performance of our other officers. The conclusions reached and recommendations made based on these reviews, including base salary adjustments as well as annual cash incentives, are presented to the Compensation Committee. The Compensation Committee can exercise its discretion in modifying any recommended salary adjustment and/or annual cash incentive award.

The Compensation Committee also evaluates the performance of our NEOs and performs an assessment of market compensation for the NEOs and the general market conditions as related to compensation policy and practices in the industry and among our competitors. This information is used by the Compensation Committee to review our current pay programs and levels and to address questions related to effective compensation plans and associate retention.

Setting Executive Compensation

Based on the strategy and philosophy and the objectives described above, the Compensation Committee has structured our annual and long-term executive compensation programs to motivate and reward executive officers in the achievement of our business goals.

As a part of the compensation decision making process, the Compensation Committee compares each element comprising total compensation for our NEO positions against similar positions in a peer group of other REITs (the “Compensation Peer Group”). The Compensation Committee used the SEC filings of the Compensation Peer Group to assist it in considering compensation for our NEOs. Among other items, the SEC filings provide company specific, sector specific and position specific compensation information including base salary, total annual cash compensation and long-term compensation. The Compensation Committee relied on this data to provide it with relevant market compensation data for our NEOs compared to the Compensation Peer Group in order to make compensation decisions for our NEOs. The Compensation Peer Group, which was analyzed and updated in 2025 by the Compensation Committee, consists of companies with whom we believe we compete for talent, investment opportunities, and shareholder investment dollars.

In determining the appropriate Compensation Peer Group for 2025, the Compensation Committee utilized its compensation consultant to conduct a comprehensive analysis of the public market to identify peer companies. As part of that review, we used the following criteria:

 

 

 

 

 

 

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, we analyzed the Institutional Shareholder Services selected peer group and the SNL US Shopping Center Index to further identify any potential REITs that could be similar in financial size, retail sector and performance.

We compete with many companies for experienced executives, and the Compensation Committee generally benchmarked compensation for the NEOs against the compensation paid to similarly situated executives of the companies in the Compensation Peer Group. Variations may be expected based on relative experience levels, market factors, and circumstances particular to us.

 

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A total of 15 public companies were used in the Compensation Committee analysis for 2025 and are listed below. The compensation analysis was completed in early 2025, and therefore, all numbers are shown in millions and are as of December 31, 2025 unless otherwise noted below based on the then most recent public filings.

 

 

 

The Compensation Committee will continue to review a variety of information, including that provided by compensation consultants, as necessary, in the future to determine the appropriate level and mix of incentive compensation including benchmarking total NEO compensation to the peer group. See “”

Compensation Related Risk Management

Our incentive compensation programs are largely tied to objectively determinable financial and operating results and by the behavior and decisions of management. As a part of compensation administration, the Compensation Committee must take an oversight role to monitor the actions of management to ensure that the incentive programs are not creating an environment of excessive risk taking which could be detrimental to shareholders. This “risk management” aspect of the Compensation Committee’s responsibility is an evolving duty and focus. The Compensation Committee has reviewed the elements of compensation to determine whether they encourage excessive risk taking and concluded that any risks arising from our compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on us. The Compensation Committee has also taken certain steps to establish policies and procedures, including limits on expenditures and a robust Board-level Investment Committee approval process, which we believe are likely to limit and manage the risk of management actions as well as measure and monitor business activities that can indicate risk and risk management needs. The combined experience of our NEOs, the length of time they have worked together, and our relatively small size at this time makes these risk management policies easier to manage. However, as we grow, the Compensation Committee will consider and adopt policies as needed to continue to ensure that decisions associated with incentive compensation opportunity do not exceed our intended risk level.

Employment and Change in Control Agreements

See the section titled “Employment Agreements and Payments Upon Change in Control” for a description of our Employment and Change in Control Agreements for our NEOs.

Perquisites and Other Personal Benefits

We provide our NEOs with benefits and other personal perquisites that we deem reasonable and consistent with our overall compensation program. Such benefits enable us to attract and retain superior employees for key positions. The Compensation Committee periodically reviews our overall compensation program and specific perquisites provided to the NEOs.

Chief Executive Officer Compensation and Employee Compensation and Pay Ratio

Pursuant to Section 953(b) of the Dodd-Frank Act and in accordance with Item 402(u) of Regulation we have estimated the ratio between the total annual compensation of our CEO and the median of the annual total compensation of all employees (excluding the CEO). We identified the representative “median employee” based on the taxable compensation of all full-time, part-time and temporary employees employed by us on December 31, 2025, then we calculated the median employee’s compensation using the same methodology we use for our NEOs as set forth in the “Total” column in the Summary Compensation Table below. This is the same methodology we used for the 2024 pay ratio. We believe the CEO pay ratio information set forth below constitutes a reasonable estimate, calculated in a manner consistent with the applicable SEC rules and applicable guidance.

 

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For the fiscal year ended December 31, 2025, Mr. Holeman, our CEO, had annual total compensation of $2,087,555 and our median employee had annual total compensation of $93,757. Therefore, we estimate that the ratio between the annual total compensation of our CEO to the annual total compensation of our median employee is approximately 22 to 1.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is currently composed of Ms. Feng and Messrs. Jones and Miller, with Ms. Feng serving as chair. None of the members of the Compensation Committee during 2025 or previously served as an officer or employee for us and none of our executive officers has served on the board of directors or compensation committee of any company whose executive officers served on the Compensation Committee or our Board.

Compensation Consultant

To support the Compensation Committee in fulfilling its duties, the Compensation Committee directly retained an external compensation consultant to assist with its design and evaluation of compensation for our executive officers and trustees. Pursuant to its charter, the Compensation Committee shall retain, as deemed necessary or appropriate by the Compensation Committee, any compensation consultant, independent legal counsel or other compensation advisor and shall approve the advisor’s fees and other retention terms.

In January 2025, the Compensation Committee retained Zayla Partners (“Zayla”) to provide executive officer and trustee compensation consulting services. During fiscal year 2025, Zayla did not provide any additional services to us or our affiliates.

Based upon and following receipt of the advice of Zayla, the Compensation Committee reviewed and approved our goals and objectives relevant to CEO and executive compensation and the compensation payable to our CEO and other executive officers for fiscal year 2025.

As required by its charter and by the NYSE listing standards, the Compensation Committee performed an independence assessment of Zayla and determined that Zayla should be considered independent based on the following factors:

 

 

 

 

Accordingly, the Compensation Committee determined that the services provided by Zayla to the Compensation Committee did not give rise to any conflicts of interest.

 

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Amended Filing with management and, based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Amended Filing.

 

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent specifically incorporated by reference therein.

 

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EXECUTIVE

Summary Compensation Table

The table below summarizes the total compensation paid by us to each of our NEOs in 2023, 2024 and 2025.

 

 

 

 

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Grants of Plan Based

The following table sets forth information with respect to award opportunities granted to each NEO under the AIP, and the Time-Based Units and TSR Units granted to each NEO during the year ended December 31, 2025.

 

 

The material terms of the NEO’s employment agreements are described below in the section entitled “Potential Payments Upon Termination or Change in Control.” For a discussion of the material terms of the annual incentive and stock awards reflected in the Summary Compensation and Grants of Plan Based Awards tables, as well as a description of the amount of salary and annual incentive opportunities in proportion to total compensation, see the discussion above in the section entitled “Compensation Discussion and Analysis.”

 

Outstanding Equity Awards at Fiscal Year End 2025

The following table sets forth certain information with respect to unvested share and unit awards held by each NEO as of December 31, 2025.

 

 

 

 

 

 

28

 

 

29

Stock Awards Vested in 2025

The following table sets forth information with respect to shares and common share units vested during the year ended December 31, 2025.

 

 

Potential Payments Upon Termination or Change in Control

The following tables summarize the compensation that would have been payable to Messrs. Holeman, Hogan, and Tropoli and Ms. Mastandrea and Ms. Siv, respectively, if their employment had terminated on December 31, 2025 without “cause” or for “good reason” (each, as defined in the Employment Agreements), and for each other NEO if such NEO’s employment had terminated on December 31, 2025 without “cause” or for “good reason” (each, as defined in the Change in Control Agreements) within two years following a Change in Control. The tables also summarize the compensation that would have been payable to each NEO if his or her employment had terminated due to death or disability, or, upon change in control without termination. Due to the number of factors that affect the amount of any benefits provided upon the events discussed below, actual amounts paid or distributed may be different. The below disclosure does not include any amounts for equity awards or other compensation changes made subsequent to December 31, 2025.

 

30

 

 

 

31

 

32

Change in Control without Termination

 

 

Death or Disability

 

 

 

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Employment Agreements and Payments Upon Change in Control

On March 14, 2025, the Company entered into a Severance and Change in Control Agreement dated as of March 14, 2025 (the “Agreements”) with each of David K. Holeman, Chief Executive Officer; Christine J. Mastandrea, President and Chief Operating Officer, J. Scott Hogan, Chief Financial Officer;; Peter A. Tropoli, General Counsel and Corporate Secretary; and Soklin “Michelle” Siv, Senior Vice President of Human Resources (collectively, the “Executives”). For Mr. Holeman, the Agreement replaces the prior Employment Agreement dated August 29, 2014 and the Amendments to Employment Agreements dated May 23, 2022 and February 10, 2021 (collectively, the “Previous Holeman Employment Agreements”), that Mr. Holeman previously entered into with the Company. For Ms. Mastandrea, the Agreement replaces the prior Change in Control Agreement dated August 29, 2014, and the Amendments to Change in Control Agreement dated May 23, 2022 and February 10, 2021 (collectively, the “Previous Mastandrea Employment Agreement”) that Ms. Mastandrea previously entered into with the Company. For Messrs. Hogan and Tropoli and Ms. Siv the Agreements replace the prior Severance and Change in Control Agreements dated May 23, 2022.

The Agreements have a three year term and automatically renew for successive additional three-year terms unless either party gives written notice of at least ninety (90) days before the end of the current term. However, if a Change in Control has occurred during any term, the term of the Agreement shall end no earlier than twenty four (24) calendar months after the end of the calendar month in which the Change in Control occurs.

The severance benefits that the Executives may receive if their employment terminates under certain conditions differ depending on whether a termination occurs (a) within a period following a Change in Control (as defined in the Agreement, with the period following a Change in Control being referred to as the “Change in Control Period”), or (b) in the absence of a Change in Control or outside the Change in Control Period, in each case as described below.

If an Executive is terminated without “Cause” (as defined in the Agreement to mean termination for (i) failing to devote the time and effort required to perform the Executive’s duties, (ii) being convicted of a felony involving moral turpitude, (iii) engaging in acts in violation of confidentiality provisions of the Agreement, or willfully, wantonly and without approval of the Board taking any action that the Executive knows to be materially adverse to the interest of the Company and its shareholders) or the Executive terminates his or her employment for “Good Reason” (also as defined in the Agreement to mean (i) the Executive’s base salary, annual bonus payment, or benefits are reduced by 10% or more, (ii) the Company fails to provide equity award granted pursuant to award agreements, (iii) the Executive’s duties with the Company are reduced to such an extent that a material reduction of the Executive’s authority results, or (iv) the Executive’s principal place of employment for the company is material relocated and the Executive is required to relocate), in either case absent a Change in Control or outside the Change in Control Period, then the Executive will receive a cash lump sum payment equal to the sum of (i) eighteen (18) months for Mr. Holeman and Ms. Mastandrea, and twelve (12) months for Messrs. Hogan, Tropoli and Ms. Siv (the “Other Executives”), respectively, of base salary, (ii) 150% (for Mr. Holeman and Ms. Mastandrea) and 100% (for the Other Executives), respectively, of the Executive’s average annual cash bonus, if any, paid with respect to the three full calendar years prior to termination of employment, (iii) immediate vesting of shares granted pursuant to the Company’s 2018 Long Term Equity Incentive Ownership Plan (the “Equity Incentive Plan”) at the higher of target vesting or performance vesting, and (iv) the replacement cost of eighteen (18) months (for Mr. Holeman and Ms. Mastandrea) and twelve (12) months (for the Other Executives), respectively, of medical benefits, calculated as if such Executives elected COBRA continuation coverage.

If, during the Change in Control Period, an Executive is terminated without Cause or the Executive terminates his or her employment for Good Reason, then the Executive will receive a cash lump sum payment equal to the sum of (i) thirty (30) months (for Mr. Holeman and Ms. Mastandrea) and eighteen (18) months (for the other Executives), respectively, of base salary, (ii) 250% of average annual cash bonus (for Mr. Holeman and Ms. Mastandrea) and 150% of the average annual cash bonus (for the Other Executives), if any, paid with respect to the three full calendar years prior to termination of employment, (iii) immediate vesting

 

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of shares granted pursuant to the Equity Incentive Plan at the higher of target vesting or performance vesting, (iv) the replacement cost of (i) thirty (30) months (for Mr. Holeman and Ms. Mastandrea) and eighteen (18) months (for the Other Executives), respectively, of medical benefits, calculated as if such Executive elected COBRA continuation coverage, and (v) a portion of the Executive’s target annual bonus applicable to the year in which such termination occurred. If such severance payments, or any other payments made to an Executive in connection with a Change in Control, would be subject to the excise tax on “excess parachute payments” imposed by Section 4999 of the Internal Revenue Code, then the applicable Executive will either pay the excise tax or have his or her payments capped at a level so there would be no excise tax depending upon which option provides the Executive with the greatest benefit on an basis.

For Mr. Holeman the May 23, 2022 agreement provided for a retention payment, due on March 15, 2025 for employment through December 31, 2024 in the amount of $375,000, or in the event employment is terminated by the Company without Cause, by Employee for Good Reason, or due to Employee’s death or becoming Disabled prior to December 31, 2024. For Ms. Mastandrea, the May 23, 2022 agreement provides for a retention payment due on March 15, 2025 for employment through December 31, 2024 in the amount of $240,000 or in the event of employment is terminated by the Company without Cause, by Employee for Good Reason, or due to Employee’s death or becoming Disabled prior to December 31, 2024. These retention amounts were approved on February 4, 2021 and included in the Previous Holeman Employment Agreement and in the Previous Mastandrea Employment Agreement. The retention payments for Mr. Holeman and Ms. Mastandrea were paid in March 2025.

Pursuant to the Agreements, an Executive’s receipt of any severance benefits is expressly conditioned on the Executive executing, and not revoking, a release of claims against the Company. The Agreements also include a confidentiality covenant and a covenant prohibiting the Executive from soliciting employees and customers to leave the Company for one year after termination of employment.

In the event of shareholder approval of the First Amendment to the 2018 Plan and the participant’s death or disability any unvested restricted common shares or units will immediately vest. In the event of a Change in Control of the Company, as defined below and a Termination without cause or for good reason, as defined below, (i) all restricted shares, restricted share units, and options theretofore granted and not yet vested, will become fully vested (and restricted share units shall be automatically replaced with fully vested shares), exercisable and issued as of a time immediately before the Change in Control, and (ii) all restrictions and conditions applicable to restricted shares and other share awards will be deemed to have been satisfied as of the date of the Change in Control.

For purposes of our Amended Plan, “Change in Control” means, unless otherwise defined in the applicable award agreement, any of the following events:

 

 

 

 

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Trustee Compensation

We use a combination of cash and share-based compensation to attract and retain qualified candidates to serve on the Board. In setting Board compensation, the Board considers the significant amount of time trustees expend in fulfilling their duties as well as the skill level it requires of members of the Board.

trustees are compensated for their service on our Board as shown below. David K. Holeman, our Chief Executive Officer and only trustee, receives no additional compensation for serving as a trustee.

Our trustees are compensated as follows:

 

 

 

 

 

 

 

 

 

 

The trustees may elect to receive the cash portion of their fees in our common shares, rather than in cash. The table below summarizes the compensation we paid to each trustee in 2025:

 

 

 

36

 

 

37

Appendix A

Whitestone REIT and

RECONCILIATION OF MEASURES

(in thousands, except per share and per unit data)