v3.26.3
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure [Text Block]

Item 11. Executive Compensation.

 

The Management, Organization and Compensation Committee (the “Committee”) administers the compensation program for the executive officers. The Committee is responsible for reviewing and recommending our compensation and employee benefit policies to the Board for its approval and implementation. The Committee reviews and recommends to the Board for approval the compensation for our Chief Executive Officer, including salaries, bonuses and grants of awards under our equity incentive plans. The Committee and the Board review and act upon proposals by the Chief Executive Officer to determine the compensation for other executive officers. The Committee, among other things, reviews and recommends to the Board employees to whom awards will be made under our equity incentive plans, determines the number of options to be awarded, and the time, manner of exercise and other terms of the awards. Equity awards, including options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or equity grant dates.

 

The intent of the compensation program is to align the executive’s interests with that of our shareholders, while providing incentives and competitive compensation for implementing and accomplishing our short-term and long-term strategic and operational goals and objectives.

 

 

Summary Compensation Table

 

The following table sets forth the overall compensation earned by the named executive officers for the fiscal years ended December 31, 2025 and 2024 and each person who was a named executive officer during the year ended December 31, 2025.

 

Name and principal position

 

Year

 

Salary

($)

   

Bonus

($)

   

All other

compensation

($)

   

Total

($)

 

Bradford D. Johnson

 

2025

    221,510.40  (1)     -       -       221,510.40   (1)

President and Chief Executive Officer

 

2024

    -       -       -       -  
                                     

Daniel P. Kovacevic

 

2025

    135,000       -       -       135,000  

Chief Financial Officer

 

2024

    135,000       -       -       135,000  

 


(1)

Includes $40,000 earned in 2024 but paid in 2025.

 

In January 2025, we entered into an executive compensation agreement with Mr. Johnson, pursuant to which Mr. Johnson continues in his role and responsibilities as our Chief Executive Officer, President and Trustee, and Pillarstone OP will pay Mr. Johnson a base salary of (i) $20,000 per month for November 2024, December 2024 and January 2025, (ii) $16,000 per month thereafter through the earlier of the disposition of the Real Estate Assets in Houston and November 2025, unless extended by agreement with Whitestone OP; and (iii) $5,000 per month after the disposition of the Houston Real Estate Assets if Uptown Tower remains unsold, continuing until the earlier of the disposition of Uptown Tower and September 1, 2025. Mr. Johnson was entitled to a performance bonus of $150,000 if sales of all of the Houston Real Estate Assets closed by May 31, 2025 and $75,000 if a sale of Uptown Tower closed on or before May 31, 2025. The Real Estate Assets were sold between October 2024 and July 2025.

 

In connection with the administration of our bankruptcy case, we paid Mr. Johnson an aggregate of $403,125 in February 2026 for deferred compensation for the periods of July 2022 through October 2024. Following the sale of the Real Estate Assets, Mr. Johnson receives an hourly fee of $96.00 for services performed for us.

 

Restricted Share Agreements

 

Effective June 30, 2003, we issued 696,078 preferred shares valued at approximately $2.4 million to Messrs. Mastandrea and Dee pursuant to separate restricted share agreements for their services at that time as executive officers of the Company. On June 30, 2003, 534,668 preferred shares were converted at a factor of 0.305 into 163,116 common shares. Under the restricted share agreement for each of Mr. Mastandrea and Mr. Dee, the restricted shares vest upon the later of the following dates:

 

 

●

the date our gross assets exceed $50.0 million, or

 

 

●

50% of the restricted shares on March 4, 2004; 25% of the shares on March 4, 2005; and the remaining 25% of the shares on March 4, 2006.

 

The Company has not vested any of the above shares. Even though the Company’s gross assets exceeded $50 million at times since the issuance of the shares, when considering its 18.6% ownership of Pillarstone OP, the Company’s effective ownership of gross assets was less than $50 million.

 

The number of common shares and the conversion factor have been revised to reflect the 1-for-75 reverse split of the common shares that occurred in July 2006.

 

 

Equity Compensation Plan Information

 

The table set forth below provides information as of December 31, 2025 with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance:

 

Equity Compensation

Plans Approved/Not

Approved by Security

Holders

 

Number of

securities to

be issued upon

exercise

of outstanding

options,

warrants and

rights

(a)

   

Weighted-

average

exercise price of

outstanding

options,

warrants and

rights

(b)

   

Number of

securities

remaining

available for

future issuance

under equity

compensation

plans

(excluding

securities

reflected in

column (a))

(c)

 

Equity compensation plans approved by security holders

                       
                         

2016 Equity Plan(1)

                    2,338,569  

Vested issued common shares

                    (251,915 )
                         

Available for grant at December 31, 2025

                    2,086,654  
                         

2004 Share Option Plan

                       

Restricted common shares

    5,333                  
      5,333               n/a  
                         

Equity compensation plans not approved by security holders

                       

Common shares

    6,667     $ —          
                         
      6,667     $ —       —  
                         

Total all plans – Common shares(1)

    12,000               2,086,654  

 


(1)

The 2016 Equity Plan terminated in March 2026, at which time the shares underlying the plan were no longer available for future issuance.

 

Compensation of Trustees

 

During 2020, the Management, Organization, and Compensation Committee recommended to the Board, and the Board approved, paying an annual trustee fee of $30,000 to each non-employee trustee in common shares from the 2016 Equity Plan approved by shareholders in 2016, with each trustee having the option to receive up to 50% in cash and the balance in common shares. Due to the Status Quo Order issued by the Court of Chancery of the State of Delaware in the Delaware lawsuit, the non-employee trustees could not be paid in common shares, a practice that continued following the bankruptcy case. The non-employee trustees earned trustee fees in 2025 as follows:

 

Name

 

Fees earned or paid in cash

($)

   

Total

($)

 

Dennis H. Chookaszian

  $ 30,000.00     $ 30,000.00  

John J. Dee

  $ 30,000.00     $ 30,000.00  

Kathy M. Jassem

  $ 30,000.00     $ 30,000.00  

James C. Mastandrea

  $ 30,000.00     $ 30,000.00  

 

 

Award Timing MNPI Considered [Flag] false