DEF 14A of FrontView REIT, Inc.
Filed Apr 17, 2025 · FY20240000950170-25-055535
Criteria for Selection of Directors
Criteria for Selection of Directors The Nominating Committee is responsible for (i) reviewing the structure, organization, function and composition of the Board and its committees and make recommendations to the Board regarding changes to the size and composition of the Board or any committee thereof, (ii) identifying, recruiting, screening and interviewing individuals that the Nominating Committee believes are qualified to become Board members, and selecting, or recommending that the Board select, the director nominees to stand for election at each annual meeting of stockholders of the Company in which directors will be elected, (iii) considering potential director candidates recommended by the Company’s management and stockholders in the same manner as nominees identified by the Nominating Committee. Pursuant to our Corporate Governance Guidelines, directors should possess the highest personal and professional ethics, integrity and values. Necessary qualifications may include the ability to make independent judgments, general understanding of the Company’s business, other Board service, professional background, and education. In addition, the Nominating Committee considers other factors it considers appropriate, including diversity. Though diversity is not defined in the Corporate Governance Guidelines, diversity is broadly interpreted by the Board to include viewpoints, background, experience and industry knowledge. Directors should be committed to devoting sufficient time and energy to diligently performing their duties as directors.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
(PROPOSAL NO. 1) Upon the recommendation of our Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has nominated the seven individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2026 and until his or her successor is duly elected and qualifies. Our charter (“Charter”) and Amended and Restated Bylaws (“Bylaws”) provide for the annual election of directors. Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees. The Board has determined that each director nominee, other than Messrs. Green, Preston, and Starr, if elected, would be an independent director, as further described below in “Corporate Governance - Independence of Directors.” All of the director nominees listed below have consented to being named in this Proxy Statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our Board. Alternatively, our Board may reduce the number of directors to be elected at the Annual Meeting.
Director Nominees
Director Nominees
Director Nominees
| | | | | | Board Committees | | | | | Name | Age | Director Since | Position | Independent | Audit | Compensation | Nominating and Corporate Governance | Real Estate Investment | | Stephen Preston | 48 | 2024 | Chairman, Co-CEO, and Co-President | | | | | C | | Randall Starr | 47 | 2024 | Director, Co-CEO, and Co-President | | | | | X | | Elizabeth Frank | 55 | 2024 | Director | X | X | | C | | | Robert Green | 72 | 2024 | Director | | | | | X | | Noelle LeVeaux | 52 | 2024 | Director | X | | C | X | | | Ernesto Perez | 58 | 2024 | Director | X | C | X | | | | Daniel Swanstrom | 48 | 2024 | Director | X | X | X | X | | | "C" = Chair of Committee | | | | | | | | | | "X" = Member of Committee | | | | | | | | | | Director Term: One year | | | | | | | | | | Board Meetings in 2024: 2 | | | | | | | | | | Board Committee Meetings in 2024: Audit (1), Compensation (1),Nominating & Corporate Governance: (1) | | | | | | | | |
Director Nominees
Biographical information relating to each of the director nominees is set forth below under “Directors and Management” and incorporated by reference herein.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table presents information regarding the compensation earned or paid during fiscal year 2024 to our non-employee directors who served on the Board during the year. Directors who are employees of us or any of our subsidiaries do not receive any compensation for their services as directors. For the compensation of Messrs. Preston and Starr, refer to the disclosure set forth under the heading “Executive Compensation—Summary Compensation Table for Fiscal Year 2024” below.
Director Compensation Table for Fiscal Year 2024
Director Compensation Table for Fiscal Year 2024
Director Compensation Table for Fiscal Year 2024
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) | Total ($) | | Elizabeth Frank | 15,000 | 45,011 | — | 60,011 | | Robert Green | 12,500 | — | — | 12,500 | | Noelle LeVeaux | 15,000 | 45,011 | — | 60,011 | | Ernesto Perez | 16,250 | 90,003 | — | 106,253 | | Daniel Swanstrom | 12,500 | 45,011 | — | 57,511 |
Director Compensation Table for Fiscal Year 2024
(1) The amounts reported in this column include cash retainers earned for service as directors in 2024, following the closing of our initial public offering (as described in more detail below under “—Narrative to Director Compensation Table”). (2) The amounts reported in this column represent the grant date fair value of the initial grant of restricted stock unit (“RSU”) awards granted to certain non-employee directors in connect with our initial public offering in October 2024. The grant date fair value of each RSU award was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC Topic 718”). For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the RSU awards, please see Note 10 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The table below shows the aggregate number of outstanding RSUs held by each non-employee director as of December 31, 2024:
Director Compensation Table for Fiscal Year 2024
| Name | Outstanding RSUs (#) | | Elizabeth Frank | 2,369 | | Robert Green | — | | Noelle LeVeaux | 2,369 | | Ernesto Perez | 4,737 | | Daniel Swanstrom | 2,369 |
Narrative to Director Compensation Table
Narrative to Director Compensation Table Our non-employee director compensation policy provides that each of our non-employee directors (that is, each of our directors, other than Messrs. Preston and Starr) will receive the following compensation for service on the Board: • an annual cash retainer of $50,000; • an additional annual cash retainer of $15,000, $10,000 and $10,000 for service as chairperson of the Audit Committee, chairperson of the Compensation Committee and chairperson of the Nominating Committee, respectively (in addition to the annual cash retainer above); • an initial grant of RSUs (“Initial Grant”) to each of our independent directors in connection with our initial public offering, covering the number of shares of our Common Stock equal to $45,000 (or, in the case of Mr. Perez, $90,000), divided by the initial public offering price, which vests in full on the day before our first annual stockholders’ meeting; and an annual grant of RSUs (“Annual Grant”) on the date of our annual stockholder’s meeting, covering the number of shares of our Common Stock equal to $90,000, divided by the closing sales price of our Common Stock on the date of the applicable annual meeting, and vesting on the earlier of (i) the first anniversary of the date of grant and (ii) the day before the next annual meeting that is held at least 50 weeks after the immediately preceding year’s annual meeting. The Initial Grants were approved by the Board in connection with our initial public offering on October 3, 2024, and granted effective as of October 4, 2024. Our initial public offering price was $19.00 per share. The vesting of each Initial Grant and Annual Grant is subject to the non-employee director’s continuous service with us as of the applicable vesting date. Any awards granted under the non-employee director compensation policy that are unvested as of the occurrence of a Change in Control (as defined in the 2024 Equity Incentive Plan) will automatically vest upon such Change in Control for each non-employee director who remains in continuous service with us immediately prior to such Change in Control. Pursuant to the non-employee director compensation policy, the compensation described above is subject to the limits on non-employee director compensation set forth in the 2024 Equity Incentive Plan. We also reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.
Summary Compensation Table for Fiscal Year 2024
Summary Compensation Table for Fiscal Year 2024 The following Summary Compensation Table discloses compensation information for fiscal year 2024 with respect to our named executive officers. Certain other information is provided in the narrative sections following the Summary Compensation Table.
Summary Compensation Table for Fiscal Year 2024
| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | All Other Compensation ($) (4) | Total | | Stephen Preston | 2024 | 181,818 | 92,213 | 5,000,002 | 7,891 | 5,281,924 | | Co-Chief Executive Officer and Co-President | | | | | | | | Randall Starr | 2024 | 181,818 | 92,213 | 3,250,007 | 7,098 | 3,531,136 | | Co-Chief Executive Officer and Co-President | | | | | | | | Timothy Dieffenbacher | 2024 | 96,970 | 25,000 | 1,000,008 | 68 | 1,122,046 | | Chief Financial Officer, Treasurer, and Secretary | | | | | | | | Drew Ireland | 2024 | 96,970 | 25,000 | 1,000,008 | 5,588 | 1,127,566 | | Chief Operating Officer | | | | | | |
Summary Compensation Table for Fiscal Year 2024
(1) Amount represents the named executive officer’s actual earnings between the closing of the Internalization and fiscal year end. The full-year salary for each named executive officer is set forth under the heading “Narrative to Disclosure to the Summary Compensation Table—Salary” below. (2) Amount for each of Messrs. Preston and Starr reflects the bonus that each was entitled to receive under the terms of his employment agreement. Despite this, prior to the payment of their bonuses, Messrs. Preston and Starr agreed not to receive their bonuses. Amount for each of Messrs. Dieffenbacher and Ireland represents the named executive officer’s 2024 annual bonus. Additional detail for each named executive officer’s 2024 annual bonus amount is set forth under the heading “Narrative to Disclosure to the Summary Compensation Table—Bonus” below. (3)
Summary Compensation Table for Fiscal Year 2024
| Name | Vesting Schedule | Stock Awards Vested (#) | First Installment Eligible to Vest on October 4, 2025 (#) | Illustration of Realizable Value of First Installment ($) | Illustration of Realizable Value of all Five Installments ($) | | Stephen Preston | 5 annual installments | — | 52,632 | 633,684 | 3,168,422 | | Randall Starr | 5 annual installments | — | 34,211 | 411,896 | 2,059,478 | | Timothy Dieffenbacher | 5 annual installments | — | 10,526 | 126,738 | 633,689 | | Drew Ireland | 5 annual installments | — | 10,526 | 126,738 | 633,689 |
Summary Compensation Table for Fiscal Year 2024
Amount in the “Stock Awards” column of the Summary Company Table represents the grant date fair value of the RSU award granted to each named executive officers in connection with our initial public offering in October 2024. The grant date fair value of each RSU award was calculated in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the RSU awards, please see Note 10 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Amounts included in the “Stock Awards” column of the Summary Company Table reflect the Company’s accounting expense and do not correspond to the actual value that may be realized by each named executive officer, and there is no assurance that these grant date fair values will ever be realized by the named executive officers. The actual value that may be realized by each of our named executive officers in respect of his RSU award will be determined based on the per-share price of our Common Stock on the applicable date of vesting, which, for each RSU award, will occur in equal annual installments on each of October 4, 2025, 2026, 2027, 2028 and 2029, subject to the named executive officer’s continued service with the Company through the applicable vesting date. The table in this footnote (3) illustrates the realizable value of the first vesting installment of each RSU award eligible to vest on October 4, 2025, as well as the total realizable value of all five vesting installments of each RSU award. In each case, the per-share price assumed for purposes of this illustration equals $12.04, which was the closing price of our Common Stock on April 3, 2025. Additional detail for each named executive officer’s RSU awards is set forth under the heading “Narrative to Disclosure to the Summary Compensation Table—Stock Awards” below. (4) Amount represents health insurance premiums paid by the Company.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | Number of Shares or Units of Stock That Have Not Vested(#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Stephen Preston | 263,158 | 4,771,055 | | Randall Starr | 171,053 | 3,101,191 | | Timothy Dieffenbacher | 52,632 | 954,218 | | Drew Ireland | 52,632 | 954,218 |
Outstanding Equity Awards at 2024 Fiscal Year-End
(1) Amount represents the number of RSUs subject to each named executive officer’s IPO Grant. The IPO Grants generally vest in equal annual installments on each of October 4, 2025, 2026, 2027, 2028 and 2029, subject to the named executive officer’s continued service with the Company through the applicable vesting date. The IPO Grants may also be subject to accelerated vesting in certain circumstances pursuant to the terms of the applicable named executive officer’s employment agreement. Additional detail regarding the accelerated vesting provisions found in each named executive officer’s employment agreement is set forth under the heading “—Additional Narrative Disclosure” below. (2) The value of the IPO Grants is shown assuming a market value of $18.13 per share, the closing market price of a share of our Common Stock on December 31, 2024.