| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 30, available online at www.proxyvote.com. | | |
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| James R. Mulvihill Chairman Director Age: Director since 2018 | | | James Prior to 1991, Mr. Mulvihill served as Vice President of the Real Estate Banking and Investment Banking Groups of We believe that Mr. Mulvihill’s qualifications to serve on our Board of Directors are demonstrated by his extensive experience in real estate investments, including his over 25 years of experience with | |
| Raj Dhanda Director Since 2020 | | | Prior to joining Black Creek Group, Mr. Dhanda spent 26 years at Morgan Stanley, leading key divisions of their institutional and Wealth Management platforms, while also serving on the firm’s Management and Risk Committee for his last eight years. Most recently, he was head of Investment Products and Services in Wealth Management, We believe that Mr. Dhanda’s qualifications to serve on our Board of Directors are demonstrated by his proven business acumen and his significant experience leading key divisions while at Morgan | |
| Charles Director Age: Director since 2006 Chairman of Audit Committee | | | Charles | |
| | | | Legacy Imaging, Inc. |
We believe that Mr. Duke’s qualifications to serve on our Board of Directors include his considerable experience in financial matters, including specifically his experience as founder and president of a private bank and as Chief Financial Officer of a significant organization, and we believe his business management experience is valuable in terms of providing director leadership. | | ||||
| Daniel Director Age: Director since 2006 Member of Audit Committee Member of Conflicts Resolution Committee Member of Nominating and Corporate Governance Committee | | | Daniel We believe that Mr. Sullivan’s diverse background in education, journalism, international business, consulting, and private equity investment adds a unique perspective to our Board of Directors in fulfilling its duties. His qualifications to serve on our board are also demonstrated by his experience in international business, finance, and real estate investments. | |
| John Director Age: Director since 2006 Member of Audit Committee Member of Conflicts Resolution Committee Chairman of | | | John |
We believe that Mr. Woodberry’s qualifications to serve on our Board of Directors include his depth of experience in finance, capital markets, and investment management. His managerial roles at various hedge funds, including his experience as President and Portfolio Manager of Independence Capital Asset Partners, LLC, provide him with leadership experience that we believe is valuable to our Board of Directors in fulfilling its duties. | | ||||
| David A. Roth Director Age: 55 Director since 2021 | | | David A. Roth has served as a director since September 2021. Since January 2019, Mr. Roth has served as a Partner in AREG and Head of U.S. Real Estate Equity. He has served as the President of Ares Commercial Real Estate Corporation (NYSE: ACRE) since July 2019 and has served on AREG’s Global Committee since January 2019, Debt Committee since January 2020 and CIAC Investment Committees since August 2021. Mr. Roth has also served as a member of the AREIT Advisors Committee since August 2021. Prior to joining Ares in January 2019, Mr. Roth was a Senior Managing Director in the Real Estate Group at Blackstone Inc. (NYSE: BX). Previously, he was a Principal in the Acquisitions Group at Walton Street Capital, a Senior Vice President and Chief Investment Officer — Europe at Security Capital Group and an Associate at Wachtell Lipton Rosen & Katz. Mr. Roth earned a B.A. degree from Dartmouth College, a J.D. from New York University School of Law and an M.P.H from the Columbia University Mailman School of Public Health. In addition, Mr. Roth is a CFA Charterholder. | |
| | | | We believe that Mr. Roth’s qualifications to serve on our Board of Directors are demonstrated by his extensive experience in real estate investments, including specifically his experience serving in leadership positions at Ares and Blackstone. | |
| Brian P. Mathis Director Age: 55 Director since 2021 Member of Nominating and Corporate Governance Committee | | | Brian P. Mathis has served as an independent director of our Board of Directors since September 2021. Mr. Mathis is a Co-Founder & Chief Strategy Officer of C Street Advisory Group, assisting business leaders maximize value and their organizations become more inclusive, equitable and valuable. Mr. Mathis is also a Founding Partner of Pine Street Alternative Asset Management (“Pine Street”), a premier investment management firm focused on emerging hedge fund managers. Prior to founding Pine Street in 2011, Mr. Mathis was a Co-Managing Partner of Provident Group Asset Management, LLC (“PGAM”) where he was a member of the investment committee and primarily responsible for portfolio construction and capital raising. Before joining PGAM, Mr. Mathis was a Managing Director at Advent Capital Management, responsible for business development and marketing of their multi-strategy, credit and convertible hedge fund strategies. Prior to Advent, Mr. Mathis was a Director at Pacific Alternative Asset Management Company (“PAAMCO”), a fund of hedge funds with over $7.5 billion of assets under management. Prior to PAAMCO, Mr. Mathis was a Vice President at J.P. Morgan Chase & Co. serving in various private equity groups. Mr. Mathis served on the Board of Directors/Advisors for PlusFunds (observer), Eastport Operating Partners LP, Edison Schools, LinksCorp, and Bell Sports. Mr. Mathis currently serves on the Board of Directors for Vericast, a privately held marketing solutions business, and NewHold Investment Corporation (NASDAQ: NHIC), a special purpose acquisition company or “SPAC” focused on industrial technology. Mr. Mathis received a Bachelor’s Degree in Business Administration from the University of Michigan Business School and a Juris Doctor and Master’s Degree in Public Administration from Harvard Law School and the John F. Kennedy School of Government, Harvard University, respectively. We believe that Mr. Mathis brings significant alternative asset investment experience to the Board of Directors, including hedge fund, private equity, and venture capital experience, globally. His qualifications to serve on our board are also demonstrated by his experience in serving on the Board of Directors of Vericast and NewHold Investment Corporation. | |
Name | | | Age | | | Position | |
Raj Dhanda | | | | | Partner, Co-President | | |
Jeffrey W. Taylor | | | | | Partner, Co-President | | |
Gregory M. Moran | | | | | Managing Director, | | |
Lainie P. Minnick | | | | | Managing Director, Chief Financial Officer and Treasurer | | |
Scott W. Recknor | | | | | |
Name | | Fees Earned or Paid in Cash(1) | | Stock Awards(2)(3) | | All Other Compensation(4) | | Total | | | Fees Earned or Paid in Cash(1) | | Stock Awards(2) | | All Other Compensation(3) | | Total | | ||||||||||||||||||||||||||||||||
Charles B. Duke | | | $ | 176,125 | | | | $ | 85,000 | | | | $ | 526 | | | | $ | 261,651 | | | | | $ | 151,500 | | | | $ | 50,000 | | | | $ | 1,281 | | | | $ | 202,781 | | | ||||||||
Daniel J. Sullivan | | | $ | 164,750 | | | | $ | 85,000 | | | | $ | 526 | | | | $ | 250,276 | | | | | $ | 134,000 | | | | $ | 50,000 | | | | $ | 1,281 | | | | $ | 185,281 | | | ||||||||
John P. Woodberry | | | $ | 156,750 | | | | $ | 85,000 | | | | $ | 526 | | | | $ | 242,276 | | | | | $ | 137,500 | | | | $ | 50,000 | | | | $ | 1,281 | | | | $ | 188,781 | | | ||||||||
Brian P. Mathis | | | $ | 34,667 | | | | $ | 50,000 | | | | $ | 836 | | | | $ | 85,503 | | |
| | | Equity Compensation Plans Information | | |||||||||||||||
Plan Category | | | Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(1) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(2) | | |||||||||
Equity compensation plans approved by security holders | | | | | 26,159(3) | | | | | $ | — | | | | | | 1,755,918 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | 1,987,916 | | |
Total / Weighted Average | | | | | 26,159 | | | | | $ | — | | | | | | 3,743,834 | | |
Name and Address of Beneficial Owner(1) | | | Amount and Nature of Beneficial Ownership | | | Percent of Applicable Class | | |||||||||
Charles B. Duke (Independent Director) | | | | | 26,525 | | | | Class I shares | | | | | * | | |
James R. Mulvihill (Chairman and Director) | | | | | 245,899 | | | | Class I shares | | | | | 1.8% | | |
| | | | | 836,651 | | | | Class I OP Units | | | | | | | |
Rajat Dhanda (Director and Partner, Co-President) | | | | | 33,397 | | | | Class S shares | | | | | * | | |
David A. Roth (Director) | | | | | — | | | | — | | | | | * | | |
Brian P. Mathis (Independent Director) | | | | | — | | | | — | | | | | * | | |
Daniel J. Sullivan (Independent Director) | | | | | 30,253 | | | | Class I shares | | | | | * | | |
John P. Woodberry (Independent Director) | | | | | 19,936 | | | | Class I shares | | | | | * | | |
Jeffrey W. Taylor (Partner, Co-President) | | | | | 29,248 | | | | Class I shares | | | | | * | | |
Lainie P. Minnick (Managing Director, Chief Financial Officer and Treasurer) | | | | | 5,090 | | | | Class I shares | | | | | * | | |
Joshua J. Widoff (former Managing Director, Chief Legal Officer and Secretary) (2) | | | | | — | | | | — | | | | | * | | |
Gregory M. Moran (Managing Director and Chief Investment Officer) | | | | | 10,457 | | | | Class I shares | | | | | * | | |
Scott W. Recknor (Partner, Asset Management) | | | | | — | | | | — | | | | | * | | |
Beneficial ownership by all directors and executive officers as a group (12 persons) | | | | | 33,397 | | | | Class S shares | | | | | * | | |
| | | | | 1,204,059 | | | | Class I shares/OP Units | | | | | 2.0% | | |
| | | | | 1,237,456 | | | | Total shares/OP Units | | | | | * | | |
| | | Class T | | | Class S | | | Class D | | | Class I | | ||||||
Selling commissions (as % of transaction price) | | | up to 3.00% | | | up to 3.50% | | | | | —% | | | | | | —% | | |
Dealer manager fees (as % of transaction price) | | | 0.50% | | | —% | | | | | —% | | | | | | —% | | |
Distribution fees (as % of NAV per annum) | | | 0.85% | | | 0.85% | | | | | 0.25% | | | | | | —% | | |
| | | Fixed Component | | |||
% of applicable monthly NAV per Fund Interest (as defined below) x the weighted-average Fixed Component number of Fund Interests for such month (per annum) | | | | | 1.10% | | |
% of consideration received by us or our affiliates for selling interests in DST Properties to third-party investors, net of up-front fees and expense reimbursements payable out of gross sale proceeds from the sale of such interests (per annum)(1) | | | | | 1.10% | | |
| | | For the Year Ended December 31, | | | Payable as of December 31, | | ||||||||||||||||||||||||
(in thousands) | | | 2019 | | | 2018 | | | 2017 | | | 2019 | | | 2018 | | |||||||||||||||
Upfront selling commissions(1) | | | | $ | 2,094 | | | | | $ | 1,199 | | | | | $ | 34 | | | | | $ | — | | | | | $ | — | | |
Dealer manager fees(2)(3) | | | | | — | | | | | | — | | | | | | 306 | | | | | | — | | | | | | — | | |
Ongoing distribution fees(1)(3) | | | | | 1,387 | | | | | | 501 | | | | | | 108 | | | | | | 147 | | | | | | 76 | | |
Advisory fees – fixed component(4) | | | | | 11,879 | | | | | | 11,599 | | | | | | 13,191 | | | | | | 1,245 | | | | | | 988 | | |
Advisory fees – performance component | | | | | 3,776 | | | | | | 2,237 | | | | | | — | | | | | | 3,776 | | | | | | 2,237 | | |
Advisory fees related to the disposition of real properties(5) | | | | | — | | | | | | — | | | | | | 1,763 | | | | | | — | | | | | | — | | |
Other expense reimbursements – Advisor(6)(7) | | | | | 10,601 | | | | | | 8,801 | | | | | | 8,393 | | | | | | 2,240 | | | | | | 1,411 | | |
Other expense reimbursements – Dealer Manager | | | | | 527 | | | | | | 878 | | | | | | 401 | | | | | | — | | | | | | — | | |
DST Program advisory fees(8) | | | | | 1,758 | | | | | | 313 | | | | | | 94 | | | | | | — | | | | | | — | | |
DST Program selling commissions(1) | | | | | 2,668 | | | | | | 1,097 | | | | | | 466 | | | | | | — | | | | | | — | | |
DST Program dealer manager fees(1) | | | | | 451 | | | | | | 293 | | | | | | 143 | | | | | | — | | | | | | — | | |
DST Program other reimbursements – Dealer Manager | | | | | 881 | | | | | | 212 | | | | | | 137 | | | | | | — | | | | | | — | | |
DST Program facilitation and loan origination fees | | | | | 2,988 | | | | | | 356 | | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | $ | 39,010 | | | | | $ | 27,486 | | | | | $ | 25,036 | | | | | $ | 7,408 | | | | | $ | 4,712 | | |
| | | For the Year Ended December 31, | | | Payable as of December 31, | | ||||||||||||||||||||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 | | | 2021 | | | 2020 | | |||||||||||||||
Selling commissions and dealer manager fees(1) | | | | $ | 2,977 | | | | | $ | 1,498 | | | | | $ | 2,094 | | | | | $ | — | | | | | $ | — | | |
Ongoing distribution fees(1)(2) | | | | | 2,974 | | | | | | 2,024 | | | | | | 1,387 | | | | | | 394 | | | | | | 188 | | |
Advisory fees – fixed component | | | | | 21,433 | | | | | | 17,211 | | | | | | 13,637 | | | | | | 2,094 | | | | | | 1,547 | | |
Performance participation allocation | | | | | 15,327 | | | | | | 4,608 | | | | | | 3,776 | | | | | | 15,327 | | | | | | 4,608 | | |
Other expense reimbursements – Advisor(3)(4) | | | | | 11,070 | | | | | | 10,002 | | | | | | 10,601 | | | | | | 1,443 | | | | | | 2,112 | | |
Other expense reimbursements – Dealer Manager | | | | | 376 | | | | | | 516 | | | | | | 1,408 | | | | | | — | | | | | | — | | |
DST Program selling commissions, dealer manager and distribution fees(1) | | | | | 9,871 | | | | | | 4,097 | | | | | | 3,119 | | | | | | 219 | | | | | | — | | |
Other DST Program related costs – Advisor(3) | | | | | 6,229 | | | | | | 4,085 | | | | | | 2,988 | | | | | | 87 | | | | | | — | | |
Total | | | | $ | 70,257 | | | | | $ | 44,041 | | | | | $ | 39,010 | | | | | $ | 19,564 | | | | | $ | 8,455 | | |
Date | | | Name | | | Transaction Type (Acquisition or Disposition of Shares) | | | Number of Shares | | | Then-Current NAV per Share | | ||||||
5/18/17 | | | Michael Lynch | | | Disposition | | | | | 26,609 | | | | | $ | 7.52 | | |
12/1/17 | | | John A. Blumberg | | | Acquisition | | | | | 273,040 | | | | | $ | 7.42 | | |
12/1/17 | | | Dwight L. Merriman | | | Acquisition | | | | | 80,901 | | | | | $ | 7.42 | | |
8/01/18 | | | Raj Dhanda | | | Acquisition | | | | | 33,397 | | | | | $ | 7.49 | | |
1/31/20 | | | Richard Kincaid | | | Disposition | | | | | 53,378 | | | | | $ | 7.49 | | |
Date | | | Name | | | Transaction Type (Acquisition or Disposition of Shares) | | | Number of Shares | | | Then-current NAV per Share | | ||||||
1/31/20 | | | Richard Kincaid | | | Disposition | | | | | 53,378 | | | | | $ | 7.49 | | |
| | Fiscal Year 2019 | | Fiscal Year 2018 | | | Fiscal Year 2021 | | Fiscal Year 2020 | | ||||||||||||||||
Audit Fees: | | | $ | 653,000 | | | | $ | 636,000 | | | |||||||||||||||
Audit-Related Fees: | | | | — | | | | | — | | | |||||||||||||||
Tax Fees: | | | | — | | | | | — | | | |||||||||||||||
All Other Fees: | | | | — | | | | | — | | | |||||||||||||||
Total: | | | $ | 653,000 | | | | $ | 636,000 | | | |||||||||||||||
Audit Fees: | | | $ | 779,000 | | | | $ | 677,000 | | | |||||||||||||||
Audit-Related Fees: | | | | — | | | | | — | | | |||||||||||||||
Tax Fees: | | | | — | | | | | — | | | |||||||||||||||
All Other Fees: | | | | — | | | | | — | | | |||||||||||||||
Total: | | | $ | 779,000 | | | | $ | 677,000 | | |
By Order of the Board of Directors, Denver, Colorado April 12, 2022 Sarah Wadsworth Principal General Counsel and Secretary | |||||