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Nominee
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Business Experience and Qualifications
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Evan H. Zucker
Chairman of the Board of Directors
Age: 54
Director since November 2014
Member of Investment Committee
Member of Management Committee |
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Evan H. Zucker, has served as the Chairman of our Board of Directors and as a director since November 2014. Mr. Zucker has served as the Chairman of the board of directors and as a director of Industrial Property Trust Inc. (“IPT”) since January 2013. Mr. Zucker also served as President of Industrial Income Trust Inc. (“IIT”) from October 2009 until his election to the board of directors of IIT as Chairman in March 2010. He served as Chairman of IIT until November 2015, when IIT was sold. Mr. Zucker has served as a Manager of the Advisor since November 2014; a Manager of Industrial Property Advisors LLC, the advisor to IPT, since January 2013; a Manager of Industrial Income Advisors LLC, the former advisor to IIT, since October 2009; and a Manager of Black Creek Diversified Property Advisors LLC, the advisor to Black Creek Diversified Property Fund Inc. (“DPF”) since April 2005. From its inception until October 2006, Mr. Zucker was the Chief Executive Officer, President, Secretary and a director of DCT Industrial Trust (NYSE: DCT), which listed on the NYSE in December 2006. Mr. Zucker is a principal of both Dividend Capital Group LLC and Black Creek Group LLC, a Denver based real estate investment firm which he co-founded in 1993. Mr. Zucker has been active in real estate acquisition, development and redevelopment activities since 1989 and, as of December 31, 2019, Mr. Zucker has overseen directly, or indirectly through affiliated entities, the acquisition, development, redevelopment, financing and sale of real estate related assets with an aggregate value of approximately $21.1 billion. In 1993, Mr. Zucker co-founded American Real Estate Investment Corp., which subsequently became Keystone Property Trust (NYSE: KTR), an industrial, office and logistics REIT that was later acquired by ProLogis Trust (NYSE: PLD) in August 2004. Mr. Zucker served as the President and as a director of American Real Estate Investment Corp. from 1993 to 1997 and as a director of Keystone Property Trust from 1997 to 1999. Mr. Zucker graduated from Stanford University with a Bachelor’s Degree in Economics.
We believe that Mr. Zucker’s qualifications to serve on our Board of Directors are demonstrated by his proven business acumen, including his over 25 years of experience with Black Creek Group LLC as a co-founder of the company, his position as a principal of Dividend Capital Group LLC, and his vast experience as a leader of an advisor to real estate investment companies, including DCT Industrial Trust, DPF and American Real Estate Investment Corp. (which subsequently became Keystone Property Trust, NYSE: KTR).
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Nominee
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Business Experience and Qualifications
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Dwight L. Merriman III
Director
Age: 59
Director since November 2014
Member of Investment Committee
Member of Management Committee |
| | Dwight L. Merriman III, has served as a member of our Board of Directors and as a member of the board of managers of the Advisor since November 2014. Mr. Merriman served as our Managing Director from May 2017 through December 2019 and as our Chief Executive Officer from November 2014 through December 2019. Since December 2019, Mr. Merriman also currently serves as Chief Executive Officer of Industrial for Black Creek Group LLC (“BCG”) and is responsible for the oversight of the acquisition, asset management and portfolio management activities for all industrial investments across funds sponsored by affiliates of BCG. Prior thereto, Mr. Merriman served as the Head of Real Estate for BCG. Mr. Merriman also served as the Managing Director, Chief Executive Officer of DPF from April 2017 through December 2019, and as a Manager of Black Creek Diversified Property Advisors LLC, the advisor of DPF, since April 2017. Mr. Merriman has served as the Managing Director of IPT since April 2017 and as the Chief Executive Officer and as a member of IPT’s board of directors and the board of managers of Industrial Property Advisors LLC, the advisor to IPT, since January 2013. Mr. Merriman also has served as Managing Director and Chief Executive Officer of Black Creek Industrial Fund GP LLC (“BCIF”) since September 2017. He also has served as Managing Director and Chief Executive Officer of Build-to-Core Industrial Partnership III LLC (“BTC III”) since March 2019. BCIF and BTC III are funds managed within BCG. Mr. Merriman also served as a member of IIT’s board of directors and as the Chief Executive Officer of IIT from March 2010 until November 2015. He has also served as a member of the board of managers of Industrial Income Advisors LLC, the former advisor to IIT, since March 2010. Mr. Merriman also has served as a member of the board of trustees of DC Industrial Liquidating Trust from September 2015 to December 2017 and as the Chief Executive Officer and also as a member of the board of trustees of DC Industrial Liquidating Trust from November 2015 to December 2017. Mr. Merriman has over 30 years of real estate investment and development experience. Prior to joining the Company, Mr. Merriman served from September 2007 through March 2010 as a Managing Director and the Chief Investment Officer of Stockbridge Capital Group LLC (“Stockbridge”) a real estate investment management company based in San Francisco, California, which had more than $3 billion in real estate under management. While with Stockbridge, Mr. Merriman served as a member of its investment and management committees and was responsible for coordinating the investment activities of the company. From May 2000 to September 2007, Mr. Merriman was a Managing Director of RREEF Funds (“RREEF”) a real estate investment management company, in charge of RREEF’s development and value-added investment opportunities in North America. While at RREEF, he served on the investment committee and was involved in approving approximately $5 billion in commercial | |
Nominee
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Business Experience and Qualifications
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real estate transactions, and he started CalSmart, a $1.2 billion value-added real estate investment fund with the California Public Employees’ Retirement System. Prior to joining RREEF in 2000, Mr. Merriman served for approximately five years as a Managing Director at Carr America Realty Corporation, where he was responsible for the company’s acquisition, development and operations activities in Southern California and Utah. Prior to that, he spent 11 years with the Los Angeles development firm of Overton, Moore & Associates, where he was responsible for developing industrial and office property throughout Southern California. Mr. Merriman received a B.S. in Business Administration from the University of Southern California and an M.B.A. from the Anderson School at the University of California at Los Angeles. Mr. Merriman is a member of the Urban Land Institute.
We believe that Mr. Merriman’s qualifications to serve on our Board of Directors include his extensive real estate investment and development experience, including specifically his experience serving in leadership positions and on the investment committees of significant real estate investment funds.
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Marshall M. Burton
Independent Director
Age: 51
Director since August 2015
Member of Audit Committee
Member of Nominating and Corporate Governance Committee Member of Investment Committee Member of Conflicts Resolution Committee |
| | Marshall M. Burton, has served as an independent director on our Board of Directors since August 2015. Mr. Burton also has served as an independent director on the board of directors of IPT since March 2013 and of IIT from December 2009 until November 2015. Mr. Burton also served as an independent trustee on the board of trustees of DC Industrial Liquidating Trust from November 2015 to December 2017. Mr. Burton has more than 20 years of commercial real estate experience, including development, leasing, investment and management. In March 2014, Mr. Burton founded Confluent Holdings, L.L.C. to develop and invest in office, industrial and multi-family projects throughout the U.S. In April 2015, Mr. Burton expanded Confluent Holdings, L.L.C. and co-founded Confluent Development, L.L.C. in a merger with MVG, Inc., to form a diverse real estate investment and development platform with projects in various stages of development totaling $500 million. Mr. Burton is a board member and President of both MVG, Inc. and Confluent Development, L.L.C. From March 2011 to March 2014, Mr. Burton served as Senior Vice President and General Manager of Opus Development Company L.L.C., an affiliate of The Opus Group, a real estate developer (“Opus”) where he was responsible for managing operations and seeking new development opportunities in Denver, Colorado and in the western region of the U.S. Prior to joining Opus, Mr. Burton founded the Denver office of McWhinney, a real estate development company, in February 2010. As Senior Vice President of McWhinney, Mr. Burton oversaw operations for the commercial development team in the Denver metropolitan area and other strategic locations across the western U.S. Mr. Burton served as the Senior Vice President of Opus Northwest, L.L.C., a full-service real estate developer, from May 2009 through February 2010, | |
Nominee
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Business Experience and Qualifications
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and previously served as Vice President from October 2002 through September 2008 and in other capacities beginning in 1996. From September 2008 through June 2009, Mr. Burton served as Executive Vice President of Opus East, L.L.C., an interim position where he was charged with restructuring and winding down operations of Opus East, L.L.C. Opus East, L.L.C. and certain of its subsidiaries voluntarily filed for relief under Chapter 7 of the U.S. Bankruptcy Code in July 2009. Prior to joining Opus in 1996, Mr. Burton was co-founder of Denver Capital Corporation, a multi-bank community lending organization. Mr. Burton is a licensed Colorado Real Estate Broker and is active in many civic and real estate associations, including serving as Treasurer and President-elect of the National Association of Industrial and Office Properties and as an executive committee member of the Urban Land Institute. Mr. Burton received his Bachelor of Science in Business Administration from the University of Denver.
We believe that Mr. Burton’s qualifications to serve on our Board of Directors include his over 20 years of experience overseeing the development, leasing, investment and management of commercial real estate. This experience provides a valuable perspective on the commercial real estate industry.
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Charles B. Duke
Independent Director
Age: 62
Director since February 2016
Chairman of Audit Committee
Member of Nominating and Corporate Governance Committee Member of Investment Committee |
| | Charles B. Duke, has served as an independent director of our Board of Directors since February 2016. Mr. Duke has also served as an independent director on the board of directors of IPT since March 2013 and as an independent director on the board of directors of DPF since January 2006. Mr. Duke also served as an independent director on the board of directors of IIT from December 2009 until November 2015 when IIT was sold. Mr. Duke is currently Founder and Chief Executive Officer of To-Table Inc. (“To-Table”), a retailer of specialty gourmet foods. Prior to founding To-Table in November 2014, Mr. Duke was involved in the management of two ink jet cartridge remanufacturers and aftermarket suppliers. Mr. Duke served as the Executive Vice President of IJR, Inc. in Phoenix, Arizona from October 2012 to July 2014 and as Founder, President and Chief Executive Officer of Legacy Imaging, Inc., from 1996 through 2012. Mr. Duke has been active in entrepreneurial and general business activities since 1980 and has held several executive and management roles throughout his career, including Founder, President and Owner of Careyes Corporation, a private bank, registered investment advisor and a member of the Financial Industry Regulatory Authority (“FINRA”) based in Denver, Colorado, Chief Financial Officer at Particle Measuring Systems, a global technology leader in the environmental monitoring industry based in Boulder, Colorado, and Vice President of Commercial Loans at Colorado National Bank. Mr. Duke also spent four years with Kirkpatrick Pettis, the investment banking subsidiary of Mutual of Omaha, as Vice President of Corporate Finance, involved primarily in mergers and acquisitions, financing and valuation activities. Mr. Duke graduated from Hamilton College in 1980 with a Bachelor’s Degree in Economics and English. | |
Nominee
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Business Experience and Qualifications
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| | | Our Board of Directors has determined that Mr. Duke is the audit committee financial expert. In that role, we believe that Mr. Duke brings a unique perspective to the audit committee, as he is the only audit committee member with investment banking experience. We believe Mr. Duke’s qualifications to serve on our Board of Directors include his considerable business and financial experience, including specifically his experience as founder and president of a private bank and as Chief Financial Officer of a significant organization. | |
Stanley A. Moore
Independent Director
Age: 81
Director since August 2015
Chairman of Nominating and Corporate Governance Committee
Chairman of Investment Committee Member of Conflicts Resolution Committee |
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Stanley A. Moore, has served as an independent director of our Board of Directors since August 2015. Mr. Moore also has served as an independent director on the board of directors of IPT since March 2013 and of IIT from February 2011 until November 2015. Mr. Moore also served as an independent trustee on the board of trustees of DC Industrial Liquidating Trust from November 2015 to December 2017. Mr. Moore is a Co-Founder and Chairman and the former Chief Executive Officer of Overton Moore Properties, or “OMP,” a leading commercial real estate development firm in Los Angeles County that develops, owns and manages office, industrial and mixed-use space. He served as Chief Executive Officer of OMP from 1975 until January 2010 and has served as a director since 1972. Since its founding, OMP has developed and/or invested in over 30 million square feet of commercial space in California. Mr. Moore served as a member of the board of directors of The Macerich Company (NYSE: MAC), a leading owner, operator and developer of major retail properties, from 1994 through May 2015. Mr. Moore is past President of the Southern California Chapter of the National Association of Industrial and Office Parks, and is currently a board member of the Economic Resources Corporation of South Central Los Angeles. His many awards and citations include the Humanitarian of the Year awarded to him by the National Conference of Christians and Jews.
We believe that Mr. Moore’s qualifications to serve on our Board of Directors include his over 36 years of experience as a Chief Executive Officer of a leading commercial real estate development firm, his expertise in the areas of acquisitions, development and management of commercial real estate, and more specifically, industrial properties, his leadership experience with the National Association of Industrial and Office Parks, and his service on civic and private and public company boards.
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Nominee
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Business Experience and Qualifications
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John S. Hagestad
Independent Director
Age: 73
Director since August 2015
Member of the Audit Committee
Member of Investment Committee Member of Conflicts Resolution Committee |
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John S. Hagestad, has served as an independent director on our Board of Directors since August 2015. Mr. Hagestad also has served as an independent director on the board of directors of IPT since September 2015. Mr. Hagestad is Senior Managing Director and Co-Founder of SARES • REGIS Group, a vertically integrated real estate development services company focusing on both commercial and residential real estate. Mr. Hagestad has served in this role since 1993 and is responsible for overseeing all of SARES • REGIS Group’s commercial activities which includes the development, investment and management divisions. Mr. Hagestad serves on SARES • REGIS Group’s Executive Management Committee which approves all property acquisitions and investment decisions and provides strategic planning for the future. During his career, Mr. Hagestad has been responsible for the acquisition and development of over 85 million square feet of commercial, office and industrial property totaling more than $6 billion in value. In 1972, he joined the Koll Company as a Vice President for project acquisition and development. Three years later he joined The Sammis Company as a founding partner responsible for all matters of finance and administration, with emphasis on lender and partner relationships. In 1990, Mr. Hagestad became President and Chief Executive Officer of the SARES Company (the successor to The Sammis Company), where he was instrumental in its merger with The Regis Group to create the SARES • REGIS Group in 1993. Mr. Hagestad is a Certified Public Accountant and holds a bachelor’s degree in Business Administration and a master’s degree in Finance from the University of Southern California. He is a past trustee of the Urban Land Institute, a member of the Marshall School of Business Board of Leaders at the University of Southern California, the UCI Center for Real Estate, The Fisher Center for Real Estate and Urban Economics at UC Berkeley and the Real Estate Roundtable. He is also on the Board of Trustees / Directors for the Cystinosis Research Foundation.
We believe that Mr. Hagestad’s qualifications to serve on our Board of Directors include his over 40 years of involvement in overseeing the development, acquisition and management of commercial, office and industrial real estate, in addition to his valuable accounting background. This experience provides a valuable perspective on the various facets of the real estate industry.
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Name
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Age
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Position
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Rajat Dhanda | | |
52
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| | Managing Director, Co-President | |
Jeffrey W. Taylor | | |
47
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| | Managing Director, Co-President | |
Thomas G. McGonagle | | |
60
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| | Managing Director, Chief Financial Officer | |
Scott W. Recknor | | |
52
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| | Managing Director, Head of Asset Management | |
Joshua J. Widoff | | |
49
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| | Managing Director, Chief Legal Officer and Secretary | |
Name
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Fees Earned or
Paid in Cash(1) |
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Stock Awards
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Total
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Marshall M. Burton
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| | | $ | 100,000 | | | | | $ | 50,000 | | | | | $ | 150,000 | | |
Charles B. Duke
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| | | $ | 117,500 | | | | | $ | 50,000 | | | | | $ | 167,500 | | |
John S. Hagestad
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| | | $ | 97,500 | | | | | $ | 50,000 | | | | | $ | 147,500 | | |
Stanley A. Moore
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| | | $ | 110,000 | | | | | $ | 50,000 | | | | | $ | 160,000 | | |
Plan Category
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Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
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Weighted-average
exercise price of outstanding options, warrants and rights |
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Number of securities
remaining available for future issuance under equity incentive plans |
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Equity compensation plans approved by security
holders |
| | | | — | | | | | | — | | | | | | 1,915,485 | | |
Equity compensation plans not approved by security holders
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| | | | — | | | | | | — | | | | | | 2,000,000 | | |
Total
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| | | | — | | | | | | — | | | | | | 3,945,286 | | |
Name of Beneficial Owner(1)
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Title
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Amount and
Nature of Beneficial Ownership(1) |
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Percent of
Common Stock |
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BCI IV Advisors Group LLC
(Sponsor)(2) |
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—
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100 Special
OP Units(3) |
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*
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BCI IV Advisors LLC (Advisor)(2)
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—
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20,225 shares
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*
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Evan H. Zucker(2)
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Chairman, Director
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19,253 shares
120,316 OP Units(4) |
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*
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Dwight L. Merriman III
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Director
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28,092 shares
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*
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Marshall M. Burton
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Director
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4,972 shares
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*
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Stanley A. Moore
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Director
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4,972 shares
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*
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John S. Hagestad
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Director
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5,316 shares
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*
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Charles B. Duke
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Director
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4,972 shares
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*
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Rajat Dhanda
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Managing Director, Co-President
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—
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*
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Jeffrey W. Taylor
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Managing Director, Co-President
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2,003 shares
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*
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Thomas G. McGonagle
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Managing Director, CFO and Treasurer
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3,000 shares
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*
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Joshua J. Widoff
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Managing Director, Chief Legal Officer and Secretary
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2,670 shares
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*
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Scott W. Recknor
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Managing Director, Head of Asset Management
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—
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*
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Beneficial ownership of common stock by all directors and executive officers as a group
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—
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95,475 shares
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*
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Fixed Component
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% of aggregate cost of real property assets located in the U.S. (per annum)
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| | | | 0.80% | | |
% of aggregate cost of real property assets located outside the U.S. (per annum)
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| | | | 1.20% | | |
% of aggregate cost or investment of any interest in any other real estate-related entity or debt investment or other investment (per annum)
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| | | | 0.80% | | |
% of total consideration paid in connection with the disposition of real property or a liquidity event involving gross market capitalization of the Company upon occurrence of a listing
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| | | | 1.00% | | |
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Payable as of
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For the Year Ended December 31,
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December 31,
2019 |
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December 31,
2018 |
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(in thousands)
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2019
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2018
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2017
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Expensed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Organization costs(1)
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| | | $ | — | | | | | $ | — | | | | | $ | 78 | | | | | $ | 78 | | | | | $ | 78 | | |
Advisory fee – fixed component
|
| | | | 4,585 | | | | | | 901 | | | | | | — | | | | | | 593 | | | | | | 200 | | |
Advisory fee – performance component
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| | | | 2,913 | | | | | | 723 | | | | | | — | | | | | | 2,913 | | | | | | 723 | | |
Acquisition expense reimbursements(2)
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| | | | 3,068 | | | | | | 4,900 | | | | | | — | | | | | | 182 | | | | | | 3,500 | | |
Other expense reimbursements(3)
|
| | | | 1,963 | | | | | | 1,195 | | | | | | 185 | | | | | | 473 | | | | | | 299 | | |
Total
|
| | | $ | 12,529 | | | | | $ | 7,719 | | | | | $ | 263 | | | | | $ | 4,239 | | | | | $ | 4,800 | | |
Additional Paid-In Capital: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling commissions
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| | | $ | 6,391 | | | | | $ | 4,372 | | | | | $ | 203 | | | | | $ | — | | | | | $ | — | | |
Dealer manager fees
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| | | | 5,306 | | | | | | 4,430 | | | | | | 253 | | | | | | — | | | | | | — | | |
Offering costs(1)
|
| | | | 7,150 | | | | | | 13,270 | | | | | | 849 | | | | | | 21,269 | | | | | | 14,119 | | |
Distribution fees – current(4)
|
| | | | 3,535 | | | | | | 875 | | | | | | 12 | | | | | | 389 | | | | | | 168 | | |
Distribution fees – trailing(4)
|
| | | | 9,010 | | | | | | 7,063 | | | | | | 394 | | | | | | 16,467 | | | | | | 7,457 | | |
Total
|
| | | $ | 31,392 | | | | | $ | 30,010 | | | | | $ | 1,711 | | | | | $ | 38,125 | | | | | $ | 21,744 | | |
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For the Year Ended December 31,
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(in thousands)
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2019
|
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2018
|
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2017
|
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Fees deferred
|
| | | $ | 3,895 | | | | | $ | 901 | | | | | $ | — | | |
Other expenses supported
|
| | | | 2,243 | | | | | | 4,682 | | | | | | 1,735 | | |
Total expense support from Advisor
|
| | | $ | 6,138 | | | | | $ | 5,583 | | | | | $ | 1,735 | | |
Reimbursement of previously deferred fees and other expenses supported
|
| | | | (13,606) | | | | | | — | | | | | | — | | |
Total expense support from (reimbursement to) Advisor, net(1)
|
| | | $ | (7,468) | | | | | $ | 5,583 | | | | | $ | 1,735 | | |
|
| | |
For the Year Ended
December 31, 2019 |
| |
For the Year Ended
December 31, 2018 |
| ||||||
Audit Fees
|
| | | $ | 604,000 | | | | | $ | 506,000 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | — | | | | | | — | | |
All Other Fees
|
| | | | — | | | | | | — | | |
Total
|
| | | $ | 604,000 | | | | | $ | 506,000 | | |