Name
|
Date of
Transaction
|
Nature of Transaction
|
Number of
Shares
|
Price
|
John J. Dee
|
3/25/2010
|
Common Shares issued due to vesting of certain restricted share units under Whitestone’s 2008 Long-Term Incentive Ownership Plan (“2008 Plan”).
|
31,750
|
$0
|
John J. Dee
|
4/19/2010
|
Common Shares surrendered to Whitestone to satisfy tax withholding obligations incident to vesting of restricted shares.
|
12,223
|
$5.15
|
John J. Dee
|
4/19/2010
|
Restricted Common Shares granted under the 2008 Plan.
|
12,223
|
$0
|
David K. Holeman
|
3/25/2010
|
Common Shares issued due to vesting of certain restricted share units under the 2008 Plan.
|
6,000
|
$0
|
David K. Holeman
|
4/19/2010
|
Common Shares surrendered to Whitestone to satisfy tax withholding obligations incident to vesting of restricted shares.
|
4,244
|
$5.15
|
David K. Holeman
|
4/19/2010
|
Restricted Common Shares granted under the 2008 Plan.
|
4,244
|
$0
|
Valarie King
|
3/25/2010
|
Common Shares issued due to vesting of certain restricted share units under the 2008 Plan.
|
6,000
|
$0
|
Valarie King
|
4/19/2010
|
Common Shares surrendered to Whitestone to satisfy tax withholding obligations incident to vesting of restricted shares.
|
3,592
|
$5.15
|
Valarie King
|
4/19/2010
|
Restricted Common Shares granted under the 2008 Plan.
|
3,592
|
$0
|
James C. Mastandrea
|
3/25/2010
|
Common Shares issued due to vesting of certain restricted share units under the 2008 Plan.
|
38,119
|
$0
|
James C. Mastandrea
|
4/19/2010
|
Common Shares surrendered to Whitestone to satisfy tax withholding obligations incident to vesting of restricted shares.
|
15,516
|
$5.15
|
James C. Mastandrea
|
4/19/2010
|
Restricted Common Shares granted under the 2008 Plan.
|
15,516
|
$0
|
Daniel E. Nixon, Jr.
|
3/25/2010
|
Common Shares issued due to vesting of certain restricted share units under the 2008 Plan.
|
7,500
|
$0
|
Daniel E. Nixon, Jr.
|
4/19/2010
|
Common Shares surrendered to Whitestone to satisfy tax withholding obligations incident to vesting of restricted shares.
|
3,943
|
$5.15
|
Daniel E. Nixon, Jr.
|
4/19/2010
|
Restricted Common Shares granted under the 2008 Plan.
|
3,943
|
$0
|
Name and Address of Beneficial Owner(1)
|
Common Shares
Beneficially Owned(2)
|
Percentage of Class
|
Named Executive Officers
|
||
James C. Mastandrea
|
238,119(3)
|
2.3%
|
John J. Dee
|
156,750(4)
|
1.5%
|
David K. Holeman
|
81,000(5)
|
*
|
Valarie L. King
|
56,000(6)
|
*
|
Daniel E. Nixon, Jr.
|
57,500(7)
|
*
|
Non-Employee Trustees:
|
||
Daryl J. Carter
|
5,000(8)
|
*
|
Daniel G. DeVos
|
5,000(9)
|
*
|
Donald F. Keating
|
44,433(10)
|
*
|
Jack L. Mahaffey
|
77,730(11)
|
*
|
Chris A. Minton
|
49,672(12)
|
*
|
All Executive officers and trustees as a Group (10 persons) (13)
|
771,204
|
7.4%(14)
|
*
|
Less than 1%
|
(1)
|
Unless otherwise indicated, the address for each beneficial owner is 2600 South Gessner, Suite 500, Houston, Texas 77063.
|
(2)
|
Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person or group who has or shares voting or investment power with respect to those shares.
|
(3)
|
Includes 195,516 restricted common shares and excludes 343,071 restricted common share units issued pursuant to the 2008 Plan and 703,912 OP units issued in connection with our acquisition of the Spoerlein property, which are redeemable for cash or, at our option, for common shares on a one-for-one basis. Mr. Mastandrea’s total ownership of common shares and OP units represents 5.9% of all common shares assuming conversion of all OP units, excluding OP units held by Whitestone REIT.
|
(4)
|
Includes 124,723 restricted common shares and excludes 285,747 restricted common share units issued pursuant to the 2008 Plan.
|
(5)
|
Includes 71,744 restricted common shares and excludes 54,000 restricted common share units issued pursuant to the 2008 Plan.
|
(6)
|
Includes 48,592 restricted common shares and excludes 54,000 restricted common share units issued pursuant to the 2008 Plan.
|
(7)
|
Includes 48,943 restricted common shares and excludes 67,500 restricted common share units issued pursuant to the 2008 Plan.
|
(8)
|
Includes 3,333 restricted common shares.
|
(9)
|
Includes 3,333 restricted common shares.
|
(10)
|
Includes 3,333 restricted common shares and excludes 23,957 OP units, which are redeemable for cash or, at our option, for common shares on a one-for-one basis.
|
(11)
|
Includes 3,333 restricted common shares and excludes 31,943 OP units, which are redeemable for cash or, at our option, for common shares on a one-for-one basis.
|
(12)
|
Includes 3,333 restricted common shares and 44,672 common shares owned by Mr. Minton’s wife for which Mr. Minton shares voting and dispositive power and excludes 30,231 OP units, which are redeemable for cash or, at our option, for common shares on a one-for-one basis.
|
(13)
|
None of the shares beneficially owned by our trustees or named executive officers have been pledged as security for an obligation.
|
(14)
|
Total ownership of executive officers and trustees of common shares and OP units represents 9.3% of all common shares assuming conversion of all OP units, excluding OP units held by Whitestone REIT.
|
Name
|
Grant Date
|
Number of
Shares(1)
|
Award Type
|
||
James C. Mastandrea
|
1/2/2009
|
200,000
|
Common Share Award
|
||
1/2/2009
|
381,190
|
Common Share Unit Award
|
|||
John J. Dee
|
1/2/2009
|
125,000
|
Common Share Award
|
||
1/2/2009
|
317,497
|
Common Share Unit Award
|
|||
David K. Holeman
|
1/2/2009
|
75,000
|
Common Share Award
|
||
1/2/2009
|
60,000
|
Common Share Unit Award
|
|||
Valarie L. King
|
1/2/2009
|
50,000
|
Common Share Award
|
||
1/2/2009
|
60,000
|
Common Share Unit Award
|
|||
Daniel E. Nixon, Jr.
|
1/2/2009
|
50,000
|
Common Share Award
|
||
1/2/2009
|
75,000
|
Common Share Unit Award
|
(a) 10% of these shares vest when our annual FFO increased 72% from our 2008 level. This target was achieved in 2009, and such awards vested as of March 25, 2010.
|
|
(b) 20% of these shares vest when our annual FFO increases 162% from our 2008 level.
|
(c) 20% of these shares vest when our annual FFO increases 332% from our 2008 level.
|
|
(d) 25% of these shares vest when our annual FFO increases 581% from our 2008 level.
|
(e) 25% of these shares vest when our annual FFO increases 915% from our 2008 level.
|
Name and Principal Position
|
Year
|
Salary(1)
|
Bonus(2)
|
Stock
Awards(3)
|
All Other
Compensation
|
Total
|
||||||||||||||||
James C. Mastandrea
Chairman & Chief Executive Officer
|
2009
|
$
|
291,346
|
$
|
-
|
$
|
2,402,196
|
$
|
66,137
|
(4)
|
$
|
2,759,679
|
||||||||||
2008
|
284,616
|
75,000
|
-
|
89,130
|
(5)
|
448,746
|
||||||||||||||||
2007
|
200,000
|
-
|
-
|
51,541
|
(6)
|
251,541
|
||||||||||||||||
John J. Dee
Chief Operating Officer
|
2009
|
194,281
|
-
|
1,795,481
|
44,493
|
(7)
|
2,034,255
|
|||||||||||||||
2008
|
193,846
|
50,000
|
-
|
40,509
|
(8)
|
284,355
|
||||||||||||||||
2007
|
160,000
|
-
|
-
|
26,994
|
(9)
|
186,994
|
||||||||||||||||
David K. Holeman
Chief Financial Officer
|
2009
|
172,674
|
-
|
593,010
|
3,472
|
(10)
|
769,156
|
|||||||||||||||
2008
|
176,703
|
5,000
|
-
|
4,676
|
(11)
|
186,379
|
||||||||||||||||
2007
|
170,000
|
-
|
-
|
2,550
|
(12)
|
172,550
|
||||||||||||||||
Valarie L. King
SVP – Property Management
|
2009
|
101,000
|
-
|
469,560
|
1,440
|
(13)
|
572,000
|
|||||||||||||||
2008
|
103,395
|
10,000
|
-
|
3,402
|
(14)
|
116,787
|
||||||||||||||||
2007
|
100,375
|
-
|
-
|
1,500
|
(15)
|
101,875
|
||||||||||||||||
Daniel E. Nixon, Jr.
SVP – Leasing and Redevelopment
|
2009
|
176,944
|
-
|
525,225
|
11,073
|
(16)
|
713,242
|
|||||||||||||||
2008
|
175,000
|
5,396
|
-
|
26,324
|
(17)
|
206,720
|
||||||||||||||||
2007
|
77,085
|
10,000
|
-
|
11,073
|
(18)
|
98,158
|
(1)
|
Base salary paid in 2009, 2008 and 2007.
|
(2)
|
Discretionary bonuses for 2009, 2008 and 2007. Bonuses paid were based on prior year performance and to make up for below-market base salary levels.
|
(3)
|
Represents the grant date fair value of restricted common shares and restricted common share units with a 2009 grant date and do not necessarily reflect compensation actually received by the named executive
|
officers in 2009. The grant date fair values were calculated in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation-Stock Compensation”. For further discussion see note 13 to the company’s audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2009.
|
(4)
|
Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing cost of $31,244, (c) matching contributions under our 401(k) plan of $5,885, (d) health insurance, and (e) relocation related travel.
|
(5)
|
Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing cost of $37,354, (c) matching contributions under our 401(k) plan of $10,173, (d) health insurance, and (e) relocation related travel of $25,825.
|
(6)
|
Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing costs, (c) matching contributions under our 401(k) plan of $3,000, (d) health insurance, and (e) relocation related travel.
|
(7)
|
Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing costs of $30,000, (c) matching contributions under our 401(k) plan of $3,923, (d) health insurance, and (e) relocation related travel.
|
(8)
|
Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing costs, (c) matching contributions under our 401(k) plan of $7,750, (d) health insurance, and (e) relocation related travel.
|
(9)
|
Represents (a) the cost of a Whitestone automobile not used exclusively for business purposes, (b) housing costs, (c) matching contributions under our 401(k) plan of $2,400, and (d) relocation related travel.
|
(10)
|
Represents matching contributions under our 401(k) plan of $3,427.
|
(11)
|
Represents matching contributions under our 401(k) plan of $4,676.
|
(12)
|
Represents matching contributions under our 401(k) plan of $2,550.
|
(13)
|
Represents matching contributions under our 401(k) plan of $1,440.
|
(14)
|
Represents matching contributions under our 401(k) plan of $3,402.
|
(15)
|
Represents matching contributions under our 401(k) plan of $1,500.
|
(16)
|
Represents (a) auto allowance, (b) matching contributions under our 401(k) plan of $3,433, and (c) relocation related travel.
|
(17)
|
Represents (a) auto allowance, (b) temporary housing costs, (c) matching contributions under our 401(k) plan of $4,038, (d) health insurance and (e) relocation related travel.
|
(18)
|
Represents (a) auto allowance, (b) temporary housing costs, (c) health insurance and (d) relocation related travel.
|
Estimated Future Payouts Under
Equity Incentive Plan Awards(1)
|
||||||||||||||||||
Name
|
Grant Date
|
Threshold
|
Target
|
Maximum
|
Grant Date
Fair Value
of Share
Awards(2)
|
|||||||||||||
James C. Mastandrea
|
1/2/2009
|
58,119
|
174,357
|
581,190
|
$
|
2,402,196
|
||||||||||||
John J. Dee
|
1/2/2009
|
44,250
|
132,749
|
442,497
|
1,795,481
|
|||||||||||||
David K. Holeman
|
1/2/2009
|
13,500
|
40,500
|
135,000
|
593,010
|
|||||||||||||
Valarie L. King
|
1/2/2009
|
11,000
|
33,000
|
110,000
|
469,560
|
|||||||||||||
Daniel E. Nixon, Jr.
|
1/2/2009
|
12,500
|
37,500
|
125,000
|
525,225
|
(1)
|
For details regarding the equity incentive awards, see “2009 Executive Compensation Elements—Long- Term Equity Incentive Compensation” above.
|
(2)
|
Amount represents the grant date fair value of share awards measured in accordance with ASC Topic 718, utilizing the assumptions discussed in Note 13 to the Company’s audited financial statements for the year ended December 31, 2009.
|
Share Awards
|
||||||||
Name
|
Equity Incentive
Plan Awards
Number of
Unearned
Shares or Units
that Have Not
Vested(2)(3)
|
Equity Incentive
Plan Awards
Market Value of
Unearned
Shares or Units
that Have Not
Vested(1)
|
||||||
James C. Mastandrea
|
174,357
|
$
|
720,659
|
|||||
John J. Dee
|
132,749
|
538,644
|
||||||
David K. Holeman
|
40,500
|
177,903
|
||||||
Valarie L. King
|
33,000
|
140,868
|
||||||
Daniel E. Nixon, Jr.
|
37,500
|
157,568
|
(1)
|
Our common shares are currently not listed on a national securities exchange. The market value is based on observable market transactions.
|
(2)
|
For details regarding the vesting schedule of these shares, see “2009 Executive Compensation Elements-Long Term Equity Incentive Compensation” above.
|
(3)
|
Reflects shares and units that will vest at the target performance goal, or 30% of the total award. The threshold performance goal, or 10% of the total award, vested on March 25, 2010 based on 2009 performance.
|
1.
|
any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than us or one of our wholly-owned subsidiaries or any employee benefit plan of us or any of our Subsidiaries, becomes the beneficial owner of our securities having 35% or more of the combined voting power of our then outstanding securities that may be cast for the election of our trustees (other than as a result of an issuance of securities initiated by us in the ordinary course of business);
|
2.
|
as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of our then outstanding securities or any successor company or entity entitled to vote generally in the election of our trustees or such other corporation or entity after such transaction is held in the aggregate by our security holders entitled to vote generally in the election of our trustees immediately prior to such transaction;
|
3.
|
during any period of two (2) consecutive years, individuals who at the beginning of any such period constitute our Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by our shareholders, of each of our trustees first elected during such period was approved by a vote of at least two-thirds (2/3rds) of our trustees then still in office who were (a) our trustees at the beginning of any such period, and (b) not initially (1) appointed or elected to office as result of either an actual or threatened election and/or proxy contest by or on behalf of a person other than our Board, or (2) designated by a person who has entered into an agreement with us to effect a transaction described in (1) or (2) above or (4) or (5) below;
|
4.
|
our complete liquidation or dissolution;
|
5.
|
the sale or other disposition of all or substantially all of our assets to any person (other than a transfer to a subsidiary); or
|
6.
|
with respect to award agreements for James C. Mastandrea, as Chairman and Chief Executive Officer, John J. Dee, the Chief Operating Officer, and David K. Holeman, the Chief Financial Officer, only, a termination of our Chief Executive Officer without cause, excluding non-appealable determinations by a court of law for fraud, gross negligence, or willful neglect, which would be considered termination for cause.
|
Name(1)
|
Fees Earned
or Paid in
Cash
|
Share
Awards(2)
|
Total(3)
|
|||||||||
Daryl J. Carter
|
$
|
14,500
|
$
|
24,690
|
$
|
39,190
|
||||||
Daniel G. DeVos
|
14,500
|
24,690
|
39,190
|
|||||||||
Donald F. Keating
|
14,000
|
24,690
|
38,690
|
|||||||||
Jack L. Mahaffey
|
14,500
|
24,690
|
39,190
|
|||||||||
Chris A. Minton
|
14,500
|
24,690
|
39,190
|
(1)
|
James C. Mastandrea, our Chairman of the Board and Chief Executive Officer, is not included in the table as he is an employee and thus receives no compensation for his services as a trustee. The compensation received by Mr. Mastandrea as an employee is shown in the Summary Compensation Table above.
|
(2)
|
Represents the grant date fair value of restricted common shares with a 2009 grant date and do not necessarily reflect compensation actually received by the trustees in 2009. The grant date fair values were calculated in accordance with ASC 718, “Compensation-Stock Compensation.” For further discussion, see note 13 to the Company’s audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2009.
|
(3)
|
We do not have a pension plan or non-qualified deferred compensation plan.
|