Document

DEF 14A 1 wsrproxy2020-def14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

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Whitestone REIT

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2600 S. GESSNER ROAD, SUITE 500

HOUSTON, TEXAS 77063

April 2, 2021

Dear Shareholder:

You are cordially invited to attend the 2021 Annual Meeting of Shareholders to be held on May 13, 2021, at 10:00a.m., Central Daylight Time. The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/WSR2021. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. If there are any appropriate unanswered questions, we will address them on our corporate website as soon as practicable after the Annual Meeting. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.

As in the prior year, we are excited to continue with the environmentally-friendly virtual meeting format, which we believe enables increased shareholder attendance and participation. In an effort to reduce our carbon footprint, travel and community gathering impacts during the ongoing coronavirus (COVID-19) pandemic, we are once again utilizing a virtual meeting format for the 2021 Annual Meeting. By hosting the 2021 Annual Meeting online, we are able to communicate more effectively with you, enable increased attendance and participation from locations around the world, reduce costs and increase overall safety for both our company and our shareholders. This approach also aligns with our broader sustainability goals.

The notice of Annual Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting. I will also report on our progress during the past year and answer shareholders' questions.

In accordance with the “e-proxy” rules promulgated by the Securities and Exchange Commission, we are pleased to take advantage of the practice of furnishing proxy materials to our shareholders over the internet. Accordingly, on or about April 2, 2021, we are mailing to our shareholders (other than those shareholders who have previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials. On the date of the mailing of the Notice of Internet Availability of Proxy Materials, all shareholders of record and beneficial owners will have the ability to access all of our proxy materials referred to in the Notice of Internet Availability of Proxy Materials on the internet website cited therein and in the accompanying Proxy Statement. These proxy materials will be available free of charge. The e-proxy rules afford us the opportunity not only to realize cost savings on the printing and distribution of our proxy materials but also to preserve our environment, and we hope that, if possible and convenient, you will avail yourself of this option.

It is important that your shares be represented at the Annual Meeting. I urge you to authorize a proxy to vote your shares via the internet, or by calling the toll-free telephone number, or by signing, dating and promptly returning your proxy card enclosed with the proxy materials. Your vote is important. If you have any questions about how to vote your shares, please call Kevin Reed, Whitestone's Director of Investor Relations, at 713-435-2219.

Sincerely yours,

James C. Mastandrea

Chairman and Chief Executive Officer

2600 S. GESSNER ROAD, SUITE 500

HOUSTON, TEXAS 77063

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be Held May 13, 2021

To Our Shareholders:

You are invited to attend our 2021 Annual Meeting of Shareholders (the “Annual Meeting”), to be held on May 13, 2021, at 10:00a.m., Central Daylight Time. The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/WSR2021. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. If there are any appropriate unanswered questions, we will address them on our corporate website as soon as practicable after the Annual Meeting. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.

At the meeting, our shareholders will consider the following items of business:

1.To elect four trustees to serve until our 2022 annual meeting of shareholders and until their successors have been duly elected and qualified (Proposal No. 1);

2.To approve, in an advisory (non-binding) vote, the compensation of our named executive officers (Proposal No. 2);

3.To ratify the appointment of Pannell Kerr Forster of Texas, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. 3); and

4.To transact such other business that may properly come before the meeting or any adjournment or postponement thereof.

All shareholders of record as of the close of business on February 16, 2021 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their shareholders electronically. We believe these rules allow us to provide our shareholders with the information they need, while reducing the environmental impact of the Annual Meeting and lowering the costs of delivery of the materials.

OUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE TRUSTEE NOMINEES, FOR THE APPROVAL OF THE ADVISORY NON-BINDING VOTE REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AND FOR THE RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND AUTHORIZE A PROXY TO VOTE YOUR SHARES AS SOON AS POSSIBLE.

By order of the Board of Trustees,

John J. Dee

Chief Operating Officer and Corporate Secretary

April 2, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 13, 2021:

This Proxy Statement and Whitestone’s Annual Report to Shareholders for the fiscal year ended December 31, 2020 are available for review by shareholders of record at: www.proxyvote.com

TABLE OF CONTENTS


Chairman's Letter
Notice of Annual Meeting of Shareholders			i
Table of Contents			iii
PROXY SUMMARY			1
SOLICITATION AND VOTING			9
How may I attend the virtual Annual Meeting?			9
What proposals will be voted upon at the Annual Meeting?			9
Who is entitled to vote at the Annual Meeting?			9
Why did I not automatically receive a paper copy of the Proxy Statement, Proxy Card and Annual Report?			9
Can I find additional information on the Company website?			10
How do I vote?			10
Can I change or revoke my vote after I return my proxy card?			10
How many shares must be present to constitute a quorum for the Annual Meeting?			11
What are the recommendations of the Board?			11
How are votes counted?			11
How many votes are needed to approve each proposal?			12
May I ask questions at the Annual Meeting?			12
Who is paying for this proxy solicitation?			12
How many copies should I receive if I share an address with another shareholder?			12
How can I obtain Whitestone's Annual Report?			13
How can I find out the results of the voting at the Annual Meeting?			13
How and when may I submit a shareholder proposal for Whitestone’s 2022 annual meeting of shareholders?			13
Whom should I contact if I have any questions?			13
PROPOSAL NO. 1 - ELECTION OF TRUSTEE S			14
Nominees for Trustee			14
Members of the Board of Trustees			15
Qualifications of Trustees			18
CORPORATE GOVERNANCE			19
Governance Highlights			19
Independence			19
Meetings and Committees of the Board of Trustees			20
Nominating and Corporate Governance Committee			20
Shareholder Nominations for Trustee			21
Audit Committee			23
Compensation Committee			23
Code of Business Conduct and Ethics			24
Board Leadership Structure			24
Risk Management			24
Corporate Responsibility and Sustainability			25
ESG Steering Committee			25
Communications with our Board of Trustees			26
Share Ownership Guidelines			26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			27
Trustees and Executive Officers			27
Beneficial Owners of More Than 5% of Common Shares			29
Delinquent Section 16(a) Reports			29
EXECUTIVE OFFICERS			30

iii


TRUSTEE COMPENSATION			31
COMPENSATION DISCUSSION AND ANALYSIS			33
Executive Summary			33
Say-On-Pay Shareholder Engagement			33
Pay for Operating Performance Summary			34
Pay Related to Market Performance Summary			36
2020 Pay for Performance Decisions			37
Summary of Whitestone Compensation Practices			37
Compensation Strategy and Philosophy			39
Compensation Objectives			43
Roles and Responsibilities in Compensation Decisions			43
Setting Executive Compensation			44
Compensation Related Risk Management			46
Employment and Change in Control Agreements			46
Perquisites and Other Personal Benefits			46
Chief Executive Officer Compensation and Employee Compensation and Pay Ratio			47
Compensation Committee Interlocks and Insider Participation			47
Compensation Consultant			47
COMPENSATION COMMITTEE REPORT			48
EXECUTIVE COMPENSATION			49
Summary Compensation Table			49
Grants of Plan Based Awards			51
Outstanding Equity Awards at Fiscal Year End 2020			51
Stock Awards Vested in 2020			53
Potential Payments Upon Termination or Change in Control			54
Employment Agreements; Payments Upon Change in Control			57
PROPOSAL NO. 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION			61
AUDIT COMMITTEE INFORMATION			62
Report of the Audit Committee of the Board of Trustees			62
Independent Registered Public Accounting Firm Fees and Services			63
Pre-Approval Policies and Procedures			63
PROPOSAL NO. 3 - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			64
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			65
Policies and Procedures for Transactions with Related Persons			65
OTHER MATTERS			66
Documents Incorporated by Reference			66
Other Business			66
APPENDIX A - RECONCILIATION OF NON-GAAP MEASURES			67

PROXY SUMMARY

Here we present an overview of information that you will find throughout this Proxy Statement. As this is only a summary, we encourage you to read the entire Proxy Statement for more information about these topics prior to voting.

Annual Meeting of Shareholders

Shareholder Voting Matters

Time and Date:

May 13, 2021 at 10:00am Central Daylight Time

Proposals

Board's Voting Recommendation

Page

Place:

Virtual Meeting at www.virtualshareholdermeeting.com/WSR2021

1. Election of Trustees

FOR

Record Date:

February 16, 2021

2. Advisory vote on Executive Compensation

FOR

This Proxy Statement and the accompanying form of proxy are first being sent or made available to our shareholders on or about April 2, 2021 in connection with the solicitation by our Board of Trustees of proxies to be used at our 2021 annual meeting of shareholders.

3. Ratification of the appointment of Pannell Kerr Forster of Texas, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2021

FOR

Our Trustees and Nominees

You are being asked to vote on the election of four trustee nominees listed below. Detailed information about each trustee nominee’s background, skills and expertise can be found in the Proposal No. 1 - Election of Trustees section of this Proxy Statement. The Board has determined that three of the four trustee nominees are independent. If the trustee nominees are elected at the Annual Meeting, the trustees shall hold committee memberships as follows:

Committee Memberships

Name and Primary Occupation

Age

Trustee Since

Audit

Compensation

Nominating and Corporate Governance Committee

Nominees:

Nandita V. Berry, former 109th Texas Secretary of State

2017

Jeffrey A. Jones, Managing Director of Stephens Inc.

2020

Jack L. Mahaffey, former Chief Executive Officer of Shell Mining Company

2000

James C. Mastandrea, Chairman and Chief Executive Officer of Whitestone REIT

2006

Other Trustees:

Paul T. Lambert, Chief Executive Officer of Lambert Capital Corporation

2013

David F. Taylor, Chair of Locke Lord LLP

2017

X Member © Committee Chair $ Financial Expert

Our Commitment to Excellence in Shareholder Value

Our combination of strategic advantages has resulted in consistent execution of our strategy. This is evidenced by our total shareholder return (“TSR”), which has outpaced the average of our property-focused peers over the five-year period ended December 31, 2020.

Our property-focused peers are Acadia Realty Trust, Brixmor Property Group Inc., Cedar Realty Trust Inc., Federal Realty Investment Trust, Kimco Realty Corp., Kite Realty Group Trust, RPT Realty, Regency Centers Corp., Retail Opportunity Investments Corp., Retail Properties of America, Inc., Retail Value, Inc., Saul Centers Inc., Site Centers Corp, Urban Edge Properties, Urstadt Biddle Properties Inc.and Weingarten Realty Investors. Source: S&P Global Market Intelligence.

Our Commitment to Excellence in Performance

The COVID-19 pandemic has had a profound effect on the lives of people around the world. The threat of the disease, related casualties and governmental imposed restrictions on daily life have forced us to quickly adopt different ways of working, learning and connecting with each other.

While this crisis has brought unprecedented challenges both for individuals and society at large, we have been humbled by the wave of inspiring new ideas developed in response. Innovation is more important now than ever before. From neighborly acts of kindness to tracking important data, the last few months have shone a light on the power of human creativity and collaboration.

In March 2020, as the global economy started to unravel, we shifted from our standard operating plan to a crisis management plan. While 75% of our employees worked from home during 2020, our senior management team was in the office daily. We quickly implemented the following actions:

•Engaged with all tenants to help them operate their businesses safely and access available financial resources

•Stopped all cash out-flows for development and re-development projects

•Halted pending acquisitions

•Froze salary increases for the second year

•Applied a reduction in workforce

•Temporarily drew down the available funds from our line of credit

•Reduced our dividend

•Reviewed our cash position daily

•Held daily virtual meetings, which were hosted by leaders at every level with their respective teams, and weekly CEO-hosted virtual town halls to provide employees with company-wide updates.

•Provided ongoing communication with stakeholders to keep them fully informed of our ongoing progress as we navigated the economic response to the pandemic

As the year progressed, and through the outstanding efforts of our committed team, we have been able to perform even under the toughest of circumstances. Highlights of our 2020 performance include:

•Strong Rental Collections. Over the past year, Whitestone has consistently been near, or at-the-top of the shopping center industry regarding quarterly cash rental collections.


Period	Whitestone	Shopping Center Peer Average (1)
Q2 2020	81%	73%
Q3 2020	90%	88%
Q4 2020	95%	93%
January, 2021	96%

(1) Source: Public filings for Acadia Realty Trust, Brixmor Property Group Inc., Cedar Realty Trust Inc., Federal Realty Investment Trust, Kimco Realty Corp., Kite Realty Group Trust, RPT Realty, Regency Centers Corp., Retail Opportunity Investments Corp., Retail Properties of America, Inc., Retail Value, Inc., Saul Centers Inc., Site Centers Corp, Urban Edge Properties, Urstadt Biddle Properties Inc.and Weingarten Realty Investors.

•Solid Tenant Leasing. Our square foot leasing activity was 10% higher in the fourth quarter of 2020 than the fourth quarter of 2019 and our blended leasing spreads on new and renewal leases, on a GAAP basis, were a positive 8.9% for the year.

•Stable Occupancy. Despite having a significant amount of our tenant businesses severely impacted, we only had a handful of tenants close permanently such that the portfolio occupancy rate held up well, ending the year at 88.2%, down 2.1%, or approximately 100,000 less leased square feet representing the net loss of only 9 tenants year over year.

•Foot Traffic Recovery. We believe that one of the most encouraging signs and a good harbinger of things to come is the significant foot traffic we are seeing at our properties. A December 2020 article by S&P Global highlighted Whitestone’s #1 Ranking for the Shopping Center Industry in foot traffic recovery on Black Friday, with an 81% year-over-year recovery. This far outpaced the industry average of only 48%. It also supported and confirmed our own internal research using third party AI software that showed over 80% year-over-year recovery at our properties for the entire month of November.

•Uninterrupted Monthly Dividends. As one of the few monthly dividend paying public REITs, we were conscientious of the importance of the monthly dividend to our shareholders. Albeit at a reduced rate during 2020, we continued with a monthly dividend while many others suspended distributions. With the strength, stability, and predictability of our cash flows, we continued the uninterrupted payouts for 127 consecutive months to date since our IPO.

•Lowering Debt Leverage. Reduction of our total net debt, defined as outstanding debt plus pro rata share of outstanding debt of real estate partnership less cash and pro rata share of cash of real estate partnership, by $12.0 million, or 2% from the prior year.

2020 Full Year Operating and Financial Highlights

All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise. Included in fourth quarter and full year net income attributable to common shareholders and funds from operations is a $1.7 million gain from PPP Loan forgiveness.

•Net Income attributable to common shareholders of $0.14 per diluted share

•Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), was $0.83 per share

•FFO Core was $0.93 per share

•Comparable GAAP-based leasing spreads of 8.9%

•Same-store Net Operating Income (“NOI”) decreased 4.4%

•Bad debt/uncollectible revenue was $6.9 million, or $0.16 per share, primarily due to COVID-19 pandemic and included $1.2 million of non-cash straight-line rent

COVID-19 Update Summary (as of February 23, 2021)

•All 53 community centers are open and have remained open throughout the pandemic

•99% of tenants are open and operating (based on ABR)

•95% of fourth quarter 2020 contractual rents have been collected

•96% of total January contractual rents have been collected to date

•Entered into rent deferral agreements representing 3% of fourth quarter 2020 revenue

•Grew cash and cash equivalents by $10.2 million in 2020 from prior year

NOI, FFO and FFO Core are financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”). Please refer to APPENDIX A - NON-GAAP MEASURES for explanations and reconciliations of these metrics to their most comparable GAAP metric.

Our Commitment to Excellence in Stakeholder Engagement

Through owing, operating, developing and redeveloping successful neighborhood community shopping centers, we engage with a wide variety of stakeholders, including shareholders, bondholders, lenders, employees, co-investment partnerships, tenants, and the local communities where our properties are located. Considering the needs and feedback of these stakeholders is crucial to the value-creation process as they are in a position to significantly influence our long-term success.


STAKEHOLDER GROUP	ENGAGEMENT APPROACH		TOPICS OF DISCUSSION
Shareholders, Bondholders and Lenders	● One-on-one meetings with individuals and institutions	● Interactions facilitated via industry associations and sell-side analyst conferences	● Company goals and strategic objectives, performance and expectations, transparent disclosure, corporate governance and other ESG initiatives
	● Direct dialogue through Whitestone-hosted market visits and quarterly conference calls	● Information sharing via company filings
Tenants	● Tenant site visits on a regular basis performed by property managers and regional managers	● One-on-one contact with tenants and representatives at retailer industry conferences	● Tenant performance, tenant satisfaction, property maintenance, property health and safety, property efficiencies, COVID-19 financial resources and sustainable building practices
	● Tenant satisfaction surveys
Communities	● One-on-one dialogue with local and regional planning agencies, municipal boards, permitting authorities and community group	● Direct dialogue through open houses and town halls	● Property specific information, community interests and needs
	● Monitoring through social media
Vendors	● Compliance with Whitestone's Vendor Code of Conduct Policy		● Vendors are to comply with established Code of Conduct Policy which includes, but not limited to, labor rights, health & safety, unfair business practices and environmental and sustainability concerns
Employees	● One-on-one engagements and annual goal setting	● Special project and training workshops	● Employee satisfaction, benefits and compensation, health and safety, career development and training, diversity and equal opportunity
	● Employee review meetings and Q&A sessions with the executive team members	● Open door policy that encourages employees to offer opinions or raise concerns informally
	● Formal reporting mechanism to raise issues such as fraud, harassment, etc.	● Whistleblower Policy
	● Employee satisfaction surveys

Our approach to stakeholder engagement is described in detail in our inaugural Corporate Responsibility Report posted on our website at www.whitestonereit.com

Our Commitment to Excellence in Corporate Responsibility

We own, operate, develop and redevelop retail community-centered properties in vibrant markets and create value by leasing, managing, developing, and redeveloping properties to be a place of connection and convenience, crafted for the local needs of the community.

We are more than landlords - we build unity and synergy between our tenants, designing a tenant mix for cross-referral business, which is the glue that creates the community atmosphere within our properties. In doing so, we create value for the community and other stakeholders.

We understand that managing our environmental, social and governance ("ESG") responsibilities is critical to creating and sustaining long-term value. Our priorities in those efforts are providing sustainable, high quality rental spaces with credit-worthy tenants; investing in our people to ensure we can attract and retain the talent we need to remain successful; and operating to the highest possible standards of ethics and transparency.

The Company also has an ESG Committee, under the oversight of the Board, which is comprised of key members of management and other employees.


Social Responsibility

Our Employees:
A values-based culture that promotes employee engagement
Employee wellness, health and safety, offering comprehensive benefits
Employee training and continuing education opportunities for professional development
Internship Program


Social Responsibility

Our Tenants and Communities:
Assisted in access to COVID-19 financial resources through Covid Cares Program
Lease to tenants that provide beneficial services to the surrounding communities
Perform due diligence to ensure upholding of Whitestone standards through informal surveys, tenant meetings and formalized lease renewal processes
Participation of associates in volunteering and philanthropy


Ethics and Governance

Unwavering ethical standards and business practices fostered by 100% employee participation in Code of Business Conduct and Ethics Training
Annual shareholder elections for Trustees over a three year period beginning in 2020
Ongoing board refreshment - 60% of Independent Trustees have served fewer than 4 years


Environmental Stewardship

Redeveloping and Revitalizing
We acquire and “turn around” properties and seek to add value through renovating and re-tenanting our properties to create Whitestone-branded Community Centered Properties™.
Adding leasable square footage to existing structures, upgrading and renovating existing structures and developing and building on unused land are all ways that we revitalize existing space to better serve the local community.
When redeveloping our properties, we seek opportunities to improve their environmental footprint. Examples include providing parking spaces for low emission and fuel efficient vehicles; installing low voltage lighting; and installing enclosed trash collectors. Furthermore, we undertake extensive due diligence related to any possible contamination at all the properties we purchase, investing in any necessary clean up to ensure we and new tenants comply with all environmental regulations.
Whitestone usually provides triple net (NNN) leases that charge the utility expenses directly to tenants. Tenants are incented to economize on utilities such as electricity and water usage, and improve their profitability by reducing expenses they pay.
Initiated a Green-e Energy Certified Efficiency Program in 2020 and executed contracts for 22 million kilowatt hours of our electricity from green power.
Looking forward, Whitestone plans to evaluate the possibility of Energy Star and LEED certifications for select properties, as well as voluntarily participate in GRESB assessments and CDP disclosure in the future.

Our approach to corporate responsibility and key environmental, social, and governance initiatives are described in detail in our Corporate Responsibility and Sustainability Report on our website http://ir.whitestonereit.com/ under the Corporate Responsibility section.

Our Commitment to Excellence in Corporate Governance

Board Refreshment and Characteristics of Board Members

We believe that, while the Company can benefit from experienced trustees, periodic refreshment of the Board is important. We understand that the quality, dedication and chemistry of the Board have been integral to the Company’s success. Since 2017, we have achieved a significant refreshment of our Board, reflecting a balanced set of experienced Board members and less tenured trustees who bring fresh perspectives and differing backgrounds, as follows:

•Three of the current five independent trustees have been added since 2017


Tenure				Independence
Under 5 Years	3	50	%	Independent	5	83	%
5 to 10 Years	1	17	%	Non-independent	1	17	%
Over 10 Years	2	33	%
Average Tenure	8

Diversity is an important strategic initiative at Whitestone and has relevance to our associates, suppliers, and shareholders. We also are committed to diversity at the Board level. Having a Board composed of men, women, and people of color with different perspectives facilitates more balanced, wide-ranging discussion in the boardroom. The Board also is committed to inclusion-ensuring that all trustees feel welcomed, valued, and able to contribute their opinions.

•One of our current six trustees is a female and a person of color.


Gender Diversity				Ethnic Diversity
Women	1	17	%	People of Color	1	17	%
Men	5	83	%	White	5	83	%

Skills of Board Members

Each of our Board members possess one or more of the skills listed below:

Strategy

Real Estate

Financial

Experience driving strategic direction and growth of a substantial organization

Experience in significant organization where the ownership, operation and development of real estate is integral to the business and/or in leadership of a significant real estate operating private equity or finance company

Experience as a public company senior financial leader (e.g. CFO) or able to qualify as an Audit Committee Financial Expert or as financially literate


Leadership

"C Suite" experience (CEO, CFO, COO or similar) or sub "C Suite" experience as a divisional president or functional leader within a substantial organization. Prominence and excellent reputation in board members industry and experience in organization with growth, which has performed well financially and successfully navigated business cycles
Senior level experience serving in state or local government


Investments						Corporate Governance

Excellence in real estate securities, debt and capital markets						Experience serving as a public company director and demonstrated understanding of current corporate governance standards and practices in public companies

Corporate Governance Highlights


Key Attributes

Annual Board and Committee Evaluations
Independent Trustees Meet Without Management Present
Lead Independent Trustee
Plurality with Majority Resignation Standard in Trustee Elections
Share Ownership Policy
Codes of Conduct for Trustees, Officers and Employees
Board Risk Oversight
Executive Pay for Performance Metrics

SOLICITATION AND VOTING

The Board, on behalf of the Company, is soliciting proxies to be used at our Annual Meeting to be held on May 13, 2021 at 10:00 a.m., Central Daylight Time.

How may I attend the virtual Annual Meeting?

The Annual Meeting will be a virtual meeting conducted by live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/WSR2021, or at any postponement or adjournment thereof.

If you plan to attend the Annual Meeting online, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your Proxy Card or on the instructions that accompany your Proxy Materials. The Annual Meeting will begin promptly at 10:00 a.m., Central Daylight Time. Online check-in will begin at 9:45 a.m., Central Daylight Time, and you should allow ample time for the online check-in procedures.

What proposals will be voted upon at the Annual Meeting?

The following proposals are scheduled to be voted upon at the Annual Meeting: (1) the election of four trustees to serve until our 2022 annual meeting of shareholders and until their successors have been duly elected and qualified; (2) the approval of, in an advisory (non-binding) vote, the compensation of our named executive officers; and (3) the ratification of the appointment of Pannell Kerr Forster of Texas, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2021. As of the date of this Proxy Statement, we are not aware of any other matters that will be presented for consideration at the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

Only holders of record of our common shares as of the close of business on the record date, February 16, 2021, are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. As of the close of business on February 16, 2021, we had 42,478,720 common shares outstanding. Common shareholders are entitled to one vote for each common share that they owned on the record date.

Shareholder of Record: Shares Registered in Your Name. If, on February 16, 2021, your shares were registered directly in your name with Whitestone's transfer agent, American Stock Transfer & Trust Company, LLC, then you are a shareholder of record. As a shareholder of record, you may vote in person (virtually) at the Annual Meeting by visiting www.virtualshareholdermeeting.com/WSR2021, which provides rights and opportunities to vote and ask questions equivalent to in-person meetings of shareholders, or authorize a proxy to vote your shares as set forth below.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent. If, on February 16, 2021, your shares were held in an account with a broker, bank or other agent, then you are the beneficial owner of shares held in “street name,” and a voting instruction form was forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent how to vote the shares in your account. You are also invited to attend the Annual Meeting by live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/WSR2021. However, because you are not the shareholder of record, you may not vote your shares in person (virtually) at the Annual Meeting unless you request and obtain a “legal proxy” from your broker, bank or other agent.

Why did I not automatically receive a paper copy of the Proxy Statement, Proxy Card and Annual Report?

The Securities and Exchange Commission (“SEC”) rules allow us to furnish proxy materials to our shareholders electronically. By utilizing electronic delivery, we protect the environment by reducing our use of paper and lower the costs of delivery of proxy materials. We only mail proxy materials to those shareholders who specifically request a paper copy. On or about April 2, 2021, we mailed to all shareholders a Notice of Internet Availability of Proxy Materials that contained an overview of the proxy materials and explained several methods by which shareholders could view the proxy materials online or request a printed copy of the proxy materials to be delivered via regular mail or e-mail. There is no charge for requesting a printed copy. The Notice of Internet Availability of Proxy Materials includes a website address that provides you with instructions on how to view our proxy materials on the internet and enables you to notify us to send proxy materials to you by e-mail.

Can I find additional information on the Company website?

Yes. Our website is www.whitestonereit.com. Although the information contained on our website is not and should not be considered part of this Proxy Statement, you can view additional information on the website, such as our Code of Business Conduct and Ethics, Corporate Governance Guidelines, charters of Board committees, and filings with the SEC. A copy of any of these documents may be obtained free of charge by writing to Whitestone REIT, 2600 South Gessner Road, Suite 500, Houston, Texas 77063, Attention: Investor Relations.

How do I vote?

You may either vote for or withhold your vote on the election of the trustee nominees and you may vote for, against, or abstain from voting on the other proposals. The procedures for voting are set forth below.

Shareholder of Record: Shares Registered in Your Name. If you are a shareholder of record, you may vote in person (virtually) at the Annual Meeting by visiting www.virtualshareholdermeeting.com/WSR2021, which provides rights and opportunities to vote and ask questions equivalent to in-person meetings of shareholders. You may also vote by giving your proxy authorization over the internet or by telephone or mail. Proxies validly delivered by shareholders (by internet, telephone or mail as described below) and timely received by us will be voted in accordance with the instructions contained therein. Whether or not you plan to attend the Annual Meeting, we encourage you to submit a proxy card or to give your proxy authorization to ensure that your votes are counted. You may still attend the Annual Meeting and vote in person (virtually) if you have already voted by submitting a proxy card or given your proxy authorization.

If a shareholder signs and returns a proxy card but gives no instructions, the shareholder's shares will be voted in accordance with the recommendations of our Board with respect to all Proposals.

You may authorize a proxy in three ways:

•Vote online. You can authorize a proxy to vote your shares online by following the instructions on the proxy card.

•Vote by telephone. You also have the option to authorize a proxy to vote your shares by telephone by following the instructions provided on the proxy card.

•Vote by regular mail. If you would like to authorize a proxy to vote your shares by mail, then please mark, sign and date the proxy card and return it promptly in the postage-paid envelope provided.

The individuals named as proxies on the proxy card to vote your shares also have the discretionary authority to vote your shares, to the extent permitted by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on any matter that is properly brought before the Annual Meeting. The following proposals are scheduled to be voted upon at the Annual Meeting: (1) the election of four trustees to serve until our 2022 annual meeting of shareholders or until their successors have been duly elected and qualified; (2) the approval, in an advisory (non-binding) vote, of the compensation of our named executive officers; and (3) the ratification of the appointment of Pannell Kerr Forster of Texas, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2021. As of the date of the Notice of Annual Meeting of Shareholders, we knew of no other matters to be presented at the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received the voting instruction form from that organization rather than from Whitestone. You should follow the instructions provided by your broker, bank or other agent regarding how to vote your shares. As the holder of record, only your bank, broker, other institution or nominee is authorized to vote or grant a proxy for your shares. Accordingly, if you wish to vote your shares in person (virtually), you must contact your bank, broker or other holder of record to obtain a “legal proxy” granting you the authority to do so. When you properly vote in accordance with the instructions provided in the voting instruction form, you are giving your bank, broker or other holder of record instructions on how to vote the shares they hold for you.

Regardless of how you choose to vote, your vote is important to us and we encourage you to vote promptly.

Can I change or revoke my vote after I return my proxy card?

Yes. If you are the shareholder of record of your shares, you may change or revoke your proxy at any time before it is exercised in one of three ways:

•You may send another properly completed proxy card bearing a later date, or submit a later-dated proxy by telephone or by the internet, in a timely manner;

•You may deliver a written notice of revocation, which must be received prior to or at the Annual Meeting, to our Chief Operating Officer and Corporate Secretary, John J. Dee, at Whitestone REIT, 2600 South Gessner Road, Suite 500, Houston, Texas 77063; or

•You may attend the Annual Meeting virtually by live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/WSR2021, which provides rights and opportunities to revoke your proxy at the Annual Meeting and vote in-person (virtually). However, your attendance at the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held by your broker, bank or other agent as your nominee, you should follow the instructions provided by your broker, bank or other agent.

How many shares must be present to constitute a quorum for the Annual Meeting?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if the holders of at least a majority of the outstanding shares entitled to vote are represented in person (virtually) or by proxy at the Annual Meeting. As of the close of business on February 16, 2021, the record date, there were 42,478,720 common shares outstanding and entitled to vote. Thus, 21,239,361 common shares must be represented in person (virtually) or by proxy at the Annual Meeting to constitute a quorum.

Your shares will be counted towards the quorum if you vote in person (virtually) at the Annual Meeting or if you submit a valid proxy by mail, internet or telephone (or one is submitted on your behalf by your broker, bank or other agent). Additionally, “WITHHOLD” votes, abstentions and broker non-votes, as described below, will also be counted towards the quorum requirement. If there is no quorum, the chairman of the Annual Meeting may adjourn the meeting until a later date.

What are the recommendations of the Board?

Our Board unanimously recommends you submit your voting instructions using the enclosed proxy card as follows:

1.Our Board unanimously recommends a vote “FOR” the election of the four trustee nominees nominated by the Board.

2.Our Board unanimously recommends a vote “FOR” the approval, in an advisory (non-binding) vote, of the compensation of our named executive officers.

3.Our Board unanimously recommends a vote “FOR” the ratification of the appointment of Pannell Kerr Forster of Texas, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count (i) “FOR” and “WITHHOLD” votes and broker non-votes with respect to Proposal No. 1 (election of trustees), (ii) “FOR,” “AGAINST” and “ABSTAIN” votes and broker non-votes with respect to Proposal No. 2 (advisory vote on executive compensation) and (iii) “FOR”, “AGAINST” and “ABSTAIN” votes with respect to Proposal No. 3 (ratification of our independent registered public accounting firm).

Abstentions and broker non-votes will be treated as shares present for the purpose of determining a quorum for the transaction of business at the Annual Meeting. A broker non-vote occurs when a nominee, such as a broker, bank or other agent, holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary authority with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. Brokers, banks or other agents that have not received voting instructions from their clients cannot vote on their clients' behalf with respect to “non-routine” proposals but may vote their clients' shares on “routine” proposals.

Under applicable rules of the New York Stock Exchange (the “NYSE”), Proposal No. 1 (election of trustees) and Proposal No. 2 (advisory non-binding vote on executive compensation) are non-routine matters and a broker, bank or other agent does not have discretionary authority to vote on such proposals. Conversely, Proposal No. 3 (ratification of the appointment of our independent registered public accounting firm) is a routine matter and brokers, banks or other agents have discretionary authority to vote on such proposal.

How many votes are needed to approve each proposal?

•For each of the trustee nominees to be elected (Proposal No. 1), such nominee must receive the vote of a plurality of all the votes cast at the Annual Meeting, whether in person (virtually) or by proxy, in respect of his or her election. This means the nominees receiving the greatest number of “FOR” votes will be elected. Broker non-votes and abstentions will have no impact as they are not counted as votes cast for this purpose, although they will be considered present for the purpose of determining a quorum. In addition, our Corporate Governance Guidelines provide that any nominee for trustee in an uncontested election who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election shall tender his or her resignation for consideration by the Nominating and Corporate Governance Committee, which shall then make a recommendation to the Board, after which the Board will publicly disclose its decision with respect to such resignation within 90 days of the certification of the election results.

•For the advisory vote on executive compensation (Proposal No. 2) to be approved, the proposal must receive the affirmative vote of a majority of all votes cast at the Annual Meeting, whether in person (virtually) or by proxy (which means the votes cast “FOR” the proposal must exceed the votes cast “AGAINST” the proposal). For purposes of this advisory vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining a quorum.

•For the ratification of the appointment of our independent registered public accounting firm (Proposal No. 3) to be approved, the proposal must receive the affirmative vote of a majority of all votes cast at the Annual Meeting, whether in person (virtually) or by proxy (which means the number of votes cast “FOR” the proposal must exceed the number of votes cast “AGAINST” the proposal). In determining whether Proposal No. 3 has received the requisite number of affirmative votes, abstentions will not be counted as votes cast and will have no impact, although they will be considered present for the purpose of determining a quorum.

May I ask questions at the Annual Meeting?

You may ask questions virtually during the Annual Meeting. You may also submit questions in advance by visiting www.virtualshareholdermeeting.com/WSR2021.

Who is paying for this proxy solicitation?

We will pay for the entire cost of our solicitation of proxies. In addition to the costs of mailing the paper or electronic copies of our proxy materials, our officers or employees may also solicit proxies by telephone, e-mail or personal interview. Officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Any proxy given pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. Any such notice of revocation should be provided in writing signed by the shareholder in the same manner as the proxy being revoked and delivered to our Corporate Secretary at Whitestone REIT, 2600 South Gessner Road, Suite 500, Houston, Texas 77063.

How many copies should I receive if I share an address with another shareholder?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, banks or other agents, to implement a delivery procedure called “householding.” Under this procedure, multiple shareholders who reside at the same address may receive a single copy of our proxy materials, including the Notice of Internet Availability of Proxy Materials, unless the affected shareholder has provided us with contrary instructions. This procedure provides extra convenience for shareholders and cost savings for companies.

Whitestone and some brokers, banks or other agents may be householding our proxy materials, including the Notice of Internet Availability of Proxy Materials. A single Notice of Internet Availability of Proxy Materials and, if applicable, a single set of the Annual Report and other proxy materials will be delivered to multiple shareholders sharing an address unless contrary

instructions have been received from the affected shareholders. Once you have received notice from your broker, bank or other agent that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. Shareholders may revoke their consent at any time by contacting Broadridge ICS, either by calling toll-free (866) 540-7095 or by writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY, 11717.

Upon written or oral request, Whitestone will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, the Annual Report and other proxy materials, to any shareholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, the Annual Report and other proxy materials, you may send a request to Whitestone, either in writing or telephone, at the address or telephone number listed under “Whom should I contact if I have any questions?” below. Requests must be received by April 24, 2021 for materials to be received prior to the Annual Meeting. In addition, if you are receiving multiple copies of the Notice of Internet Availability of Proxy Materials and, if applicable, Annual Report and other proxy materials, you can request householding by contacting our Investor Relations department in the same manner.

How can I obtain Whitestone’s Annual Report?

Our Annual Report, as filed with the SEC, can be accessed, along with this Proxy Statement, by following the instructions contained in our Notice of Internet Availability of Proxy Materials and is also available on the Investor Relations page of our corporate website at www.whitestonereit.com. If you wish to receive a copy of our Annual Report, as well as a copy of any exhibit specifically requested, we will mail these documents to you free of charge. Requests should be sent to Whitestone REIT, 2600 South Gessner Road, Suite 500, Houston, Texas 77063, Attention: Investor Relations. A copy of our Annual Report has also been filed with the SEC and may be accessed from the SEC’s website at www.sec.gov.

The Annual Report is not, and should not be considered to be, a part of our proxy materials.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final results will be announced in a Current Report on Form 8-K that will be filed with the SEC within four business days after the conclusion of the Annual Meeting and may be accessed from the SEC’s website at www.sec.gov.

How and when may I submit a shareholder proposal for Whitestone’s 2022 annual meeting of shareholders?

In order for a shareholder proposal submitted pursuant to Rule 14a-8, promulgated under the Exchange Act, to be considered for inclusion in the proxy statement for our 2022 annual meeting of shareholders, written proposals must be received by the Corporate Secretary at Whitestone REIT, 2600 South Gessner Road, Suite 500, Houston, Texas 77063, no later than December 3, 2021 and must comply with all applicable requirements of Rule 14a-8.

Pursuant to Whitestone's bylaws, shareholders wishing to submit proposals or trustee nominations, whether or not included in our proxy materials, must have given timely notice thereof in writing to our Corporate Secretary. Under our current bylaws, to be timely for our 2022 annual meeting of shareholders, you must deliver proposals or nominations to our Corporate Secretary, in writing, not later than January 2, 2022, nor earlier than December 3, 2021. We also advise you to review Whitestone’s bylaws, which contain additional requirements about advance notice of shareholder proposals and trustee nominations, including the different notice submission date requirements in the event that the date for our 2022 annual meeting of shareholders is more than 30 days before or after May 13, 2022.

A more detailed discussion regarding the submission of proposals for the 2022 annual meeting of shareholders is provided under “Corporate Governance - Shareholder Nominations for Trustee” below.

Whom should I contact if I have any questions?

If you have any questions about the Annual Meeting or these proxy materials, please contact Kevin Reed, Whitestone's Director of Investor Relations at 713-435-2219.

PROPOSAL NO. 1 - ELECTION OF TRUSTEES

Nominees for Trustee

Our Board consists of six trustees, five of whom are independent, and is currently divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of trustees, and each class serves for a three-year term.

In 2019, we amended our Charter to provide that, commencing at the Company’s 2020 annual meeting of shareholders, the Trustees shall be elected as follows:

(i) at the 2020 annual meeting of shareholders, each Trustee elected to succeed a Trustee with a term expiring at the 2020 annual meeting of shareholders and upon the election and qualification of his or her successor shall be elected annually and shall serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies;

(ii) at the 2021 annual meeting of shareholders, each Trustee who shall be elected to succeed a Trustee with a term expiring at the 2021 annual meeting of shareholders (including, for the avoidance of doubt, those Trustees elected at the 2020 annual meeting of shareholders) and upon the election and qualification of his or her successor shall be elected annually and shall serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies; and

(iii) at and after the 2022 annual meeting of shareholders, the Trustees shall no longer be classified, with respect to the terms for which they severally hold office, and each Trustee (including, for the avoidance of doubt, those Trustees elected at the 2021 annual meeting of shareholders) shall be elected annually and shall serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies.

Jeffrey A. Jones is our current Class II trustee and his term expires at our Annual Meeting and upon the election and qualification of his successor. On April 1, 2020, Donald F. Keating, who was a Class II trustee at the time, notified the Company that he would not stand for re-election at our 2020 annual meeting of shareholders. Effective at the 2020 annual meeting of shareholders, the number of trustees was reduced from seven to six.

Jack L. Mahaffey, James C. Mastandrea and Nandita V. Berry are our current Class III trustees and their terms expire at our Annual Meeting and upon the election and qualification of their successors.

Paul T. Lambert and David F. Taylor are our current Class I trustees and their terms expire at our 2022 annual meeting of shareholders and upon the election and qualification of their successors.

In addition, at the Board's request, Mr. Daniel G. DeVos, who served as trustee from 2009 to 2013, has served the Company as a trustee emeritus since 2013, allowing other trustees to continue to draw upon Mr. DeVos’s knowledge and experience in an advisory and non-voting capacity.

Trustees are elected by a plurality of all votes cast by the holders of shares present in person (virtually) or represented by proxy at the Annual Meeting. This means that the nominees receiving the greatest number of “FOR” votes will be elected. In addition, our Corporate Governance Guidelines provide that any nominee for trustee in an uncontested election who receives a greater number of “WITHHOLD” votes from his or her election than votes “FOR” such election shall tender his or her resignation for consideration by the Nominating and Corporate Governance Committee, which shall then make a recommendation to the Board, after which the Board will publicly disclose its decision with respect to such resignation within 90 days of the certification of the election results.

Shares represented by valid proxies will be voted, if authority to do so is not withheld, for the election of Ms. Berry and Messrs. Jones, Mahaffey and Mastandrea. The Board has no reason to believe that any of the nominees will be unable to serve as trustees. In the event, however, that any of the nominees should be unavailable for election as a result of an unexpected occurrence, shares represented by valid proxies will be voted for the election of such substitute nominees as the Nominating and Corporate Governance Committee may propose.

If elected at the Annual Meeting, Ms. Berry and Messrs. Jones, Mahaffey and Mastandrea have agreed to serve until the 2022 annual meeting of shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Ms. Berry and Messrs. Jones, Mahaffey and Mastandrea are not being nominated for election pursuant to any agreements or understandings between us and any other person.

Our Board unanimously recommends that you vote “FOR” the election of trustees Nandita V. Berry, Jeffrey A. Jones, Jack L. Mahaffey and James C. Mastandrea..

Members of the Board of Trustees

Set forth below are descriptions of the backgrounds and principal occupations of the nominee for trustee included in Proposal No. 1 and for each of our trustees with terms expiring after the Annual Meeting, and the period during which each has served as a trustee.

Trustee

Age(1)

Business Experience

Trustee Since

Nominees

Nandita V. Berry

Ms. Berry was formerly the 109th Texas Secretary of State from January 2014 to February 2015. She also previously served on the University of Houston System Board of Regents and held Senior Counsel positions at Locke Lord LLP and El Paso Energy Corporation. Ms. Berry began her legal career as an Associate at Haynes and Boone, LLP. Ms. Berry previously served on the Board of the Houston Zoo, Inc., the South Asian Chamber of Commerce and the Community Family Center of Houston.

2017

Jeffrey A. Jones

Mr. Jones has over 35 years of experience as an investment banker and restructuring advisor. Since 2018, he has served as a Managing Director at Stephens Inc. From 2011 to 2018, he co-headed Blackhill Partners, an investment banking and restructuring firm, as its President and Partner. From 2015 through 2016, he also served as the Chief Restructuring Officer for Black Elk Energy. Mr. Jones has chaired audit committees, served on audit committees and been qualified as an expert in valuation, sale process and interest rates in federal courts in the northeast, including Delaware, the Midwest and southern U.S. He has lectured at several universities, including Northwestern University’s Kellogg School of Management and The University of Texas Law School Mergers & Acquisitions Institute. He currently serves on the Board of Directors of the Alternative Asset Center at Southern Methodist University and the Board of Trustees of the First Presbyterian Church of Dallas Foundation. Past professional and non-profit boards he has served on include the CFA Society of Dallas, Cleveland State University Foundation, the Salvation Army of Cleveland, The Cleveland Council on World Affairs, the Bay View Association and Emmanuel Promise of Hope.

2020

Jack L. Mahaffey

Mr. Mahaffey was formerly the President and Chief Executive Officer of Shell Mining Company. Since retiring from Shell Mining Company in 1991, Mr. Mahaffey has managed his personal investments. Mr. Mahaffey served in the United States Air Force and is a former board member of the National Coal Association and the National Coal Council.

2000

James C. Mastandrea

Mr. Mastandrea has 30+ years of experience in the real estate industry and 20+ years of experience serving in high level positions of publicly traded companies. He has served as our Chairman and Chief Executive Officer since 2006. He also served since 2003 as the President, Chief Executive Officer and Chairman of Pillarstone Capital REIT (OTC Bulletin Board). Mr. Mastandrea has also served since 1978 as the Chief Executive Officer/Founder of MDC Realty Corporation, a privately held investment company. From 1994 to 1998, Mr. Mastandrea served as Chairman and Chief Executive Officer of First Union Real Estate Investments (NYSE). Mr. Mastandrea also served in the U.S. Army. Mr. Mastandrea is a director of Cleveland State University Foundation Board and regularly lectures to MBA students at the University of Chicago and teaches as an adjunct professor at Rice University's Jones Graduate School of Business.

2006


Other Trustees
Paul T. Lambert	68	Mr. Lambert has served since 1995 as the Chief Executive Officer of Lambert Capital Corporation, a private real estate investment company. He was a co-founder of First Industrial Realty Trust, Inc. (NYSE), served on the Board of Directors and was the Chief Operating Officer from its initial public offering in October 1994 to the end of 1995. Since 1998, Mr. Lambert has also served as a trustee of Pillarstone Capital REIT (OTC Bulletin Board).	2013
David F. Taylor	57	Mr. Taylor currently serves as Chair of Locke Lord LLP. Mr. Taylor has been a Partner in the firm of Locke Lord LLP since 1996 and has served as a corporate and securities attorney at Locke Lord LLP since 1989. Mr. Taylor has more than three decades of experience representing public and private companies in a broad range of corporate and securities matters, with a strong focus on securities offerings and disclosures, mergers and acquisitions and corporate governance. Mr. Taylor is the former Managing Partner of Locke Lord LLP’s Houston office and the former Chair of its Finance Committee. He has also served in leadership positions within Locke Lord LLP in Strategic Growth, Practice Development and Recruiting areas. He is a member and former Co-Chair of Locke Lord LLP’s Corporate and Transactional Department and Chair of its Capital Markets Section. He also serves on the Board of the Greater Houston Partnership, The Salvation Army of Greater Houston, Theatre Under The Stars and Oldham Little Church Foundation.	2017

(1) As of April 1, 2021.

Qualifications of Trustees

When considering whether our trustees and trustee nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our operational and organizational structure, the Nominating and Corporate Governance Committee and the Board focused primarily on the information discussed in each of the individual biographies set forth above and on the following particular attributes:

Ms. Berry: The Board considered her significant experience as the former 109th Texas Secretary of State and her former position on the University of Houston System Board of Regents, as well as her decision-making abilities in senior positions at the Houston office of a national law firm and her background and experience in the legal industry, and determined that she is well qualified to serve as a member of our Board and as a member of the Audit Committee and the Nominating and Governance Committee. Whitestone is a significant owner of real estate in the state of Texas, and her experience and relationships are valuable to the Company.

Mr. Jones: The Board considered his significant experience as an investment banker and restructuring advisor, including his experience serving on audit committees, his qualification as an expert in valuation, sale process and interest rates in federal courts in the northeast, including Delaware, the Midwest and southern U.S. The Board also considered his educational and professional experience in the field of finance and accounting, as well as supervisory roles in the accounting industry, and determined that his experience and skills in these industries facilitate his oversight and administration of our accounting and financial reporting practices, risk management efforts and compliance with regulatory standards and determined that he is well qualified to serve in the capacity of Chairman of the Audit Committee and as a member of the Compensation Committee and our Board.

Mr. Lambert: The Board considered his significant experience in the commercial real estate industry, including successfully launching First Industrial Realty Trust, Inc. (NYSE), and financing of real estate development projects, as well as his demonstrated leadership skills, and concluded that he is well qualified to oversee and administer our compensation programs in the capacity of Chairman of the Compensation Committee and as a member of the Audit Committee and our Board.

Mr. Mahaffey: The Board considered his extensive experience and demonstrated oversight and decision-making abilities as a senior executive with large public companies, his real estate experience, and his experience in managing investments and determined that he was well qualified to perform oversight functions as the Chairman of the Nominating and Corporate Governance Committee and a member of the Compensation Committee our Board.

Mr. Mastandrea: The Board considered his prior service to Whitestone as its Chairman and Chief Executive Officer, his 30+ years of experience as a leader in the commercial real estate industry, and his 20+ years of experience serving in high level positions of publicly traded companies, and determined that his leadership, intimate knowledge of Whitestone and his extensive experience and familiarity with the commercial real estate industry and public companies are critical to the oversight of our strategic initiatives and the evaluation of our growth and operational performance in his capacity as Chief Executive Officer and Chairman of our Board.

Mr. Taylor: The Board considered his significant experience and decision-making abilities as a leader of a national law firm, as well as his background and experience in the legal industry, his corporate and securities law, corporate governance, and capital markets focus, and determined that he is well qualified to serve as a member of our Board, a member of our Compensation Committee and Nominating and Governance Committee and serve as our Lead Independent Trustee.

There are no family relationships among any of our trustees or executive officers, other than James C. Mastandrea, our Chairman and Chief Executive Officer and Christine J. Mastandrea, our Executive Vice President of Corporate Strategy, who have been married to each other for 29 years.

CORPORATE GOVERNANCE

Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of shareholders, strengthens Board and management accountability and helps build public trust in the Company. This section describes our governance framework, which includes the following highlights:

•Ms. Berry and Messrs. Lambert, Mastandrea and Taylor attended 100% of Board meetings in 2020. Messrs. Jones and Mahaffey attended 75% of the Board meetings in 2020.

•Mr. Taylor serves as lead independent trustee.

•Declassification of our Board.

•Regular trustee performance assessments.

•Independent Audit, Compensation and Nominating and Corporate Governance Committees.

•Regular executive sessions of independent trustees.

•Commitment to diversity.

•Risk oversight by full Board and Committees.

•Share ownership guidelines for executive officers and trustees.

Independence

Under the listing standards of the NYSE, and pursuant to our Corporate Governance Guidelines and policies, we are required to have a majority of “independent” trustees and a Nominating and Corporate Governance Committee, Compensation Committee, and Audit Committee, each composed solely of independent trustees. In determining trustee independence, the Board broadly considers all relevant facts and circumstances, including the rules of the NYSE. The Board considers these issues not merely from the standpoint of a trustee, but also from that of persons or organizations with which the trustee has an affiliation. An independent trustee is free of any relationship with Whitestone or its management that may impair the trustee’s ability to make independent judgments.

Our Board has affirmatively determined that five of our six current trustees are “independent” as that term is defined by the NYSE listing standards and applicable SEC rules. These trustees are Nandita V. Berry, Jeffrey A. Jones, Paul T. Lambert, Jack L. Mahaffey, and David F. Taylor. James C. Mastandrea is not independent because he is an employee of the Company.

Meetings and Committees of the Board

Our Board met four times during 2020. Our independent trustees meet separately in executive sessions on a regular basis, typically during a portion of, or immediately after, each regularly scheduled meeting of our Board. Mr. Taylor, as lead independent trustee, presided over the independent meetings of the trustees. All of our trustees attended at least 75% of the meetings for our Board and their assigned committees during the period of 2020 in which they served as a trustee.

All of our trustees attended our 2020 annual meeting of shareholders. We strongly encourage our trustees to attend our annual meetings, but we do not have a formal policy regarding attendance.

Our entire Board considers all major decisions concerning our business. Our Board has also established committees so that certain matters can be addressed in more depth than may be possible at a meeting of the entire Board. Our Board has established a standing Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee. Our Board’s committee membership, effective as of the date of the Annual Meeting is as follows, with the “X” denoting the members of the respective committee:


Name	Nominating and Corporate Governance Committee	Audit Committee	Compensation Committee
Non-Employee Trustees:
Nandita V. Berry	X	X
Jeffrey A. Jones		Chairman	X
Paul T. Lambert		X	Chairman
Jack L. Mahaffey	Chairman		X
David F. Taylor	X		X
Number of Meetings in 2020	1	4	—

Our Board has adopted a charter for each committee. The charters are available on the Corporate Governance page of our website at www.whitestonereit.com. The information contained on our website is not, and should not be considered, a part of this Proxy Statement.

Nominating and Corporate Governance Committee

The primary purposes of the Nominating and Corporate Governance Committee are:

•identifying individuals qualified to become trustees;

•recommending nominees for committees of our Board; and

•overseeing matters concerning corporate governance practices.

The committee currently consists of Nandita V. Berry, Jack L. Mahaffey and David F. Taylor, with Mr. Mahaffey serving as chairman. Each member of the committee is “independent” under the NYSE listing standards and applicable SEC rules.

The committee is responsible for identifying individuals qualified to become trustees and for evaluating potential or suggested trustee nominees. Pursuant to our bylaws, as amended, in order for an individual to qualify for nomination or election as a trustee, an individual, at the time of nomination, must have substantial expertise, experience or relationships relevant to the business of Whitestone, which may include:

•commercial real estate experience;

•an in-depth knowledge of and working experience in finance or marketing;

•capital markets or public company experience;

•university teaching experience in a Master of Business Administration or similar program;

•experience as a chief executive officer, chief operating officer or chief financial officer of a public or private company; or

•public or private company board experience.

Additionally, an individual shall not have been convicted of a felony or sanctioned or fined for a securities law violation of any nature. The committee in its sole discretion will determine whether a nominee satisfies the foregoing qualifications or possesses such other characteristics as deemed necessary by the committee. Though we have no formal policy addressing diversity, pursuant to our bylaws, as amended, the committee will seek to recommend nominees to the Board that represent a diversity of experience, gender, race, ethnicity and age. Any individual who does not satisfy the qualifications above is not eligible for nomination or election as a trustee.

The committee performs a preliminary evaluation of potential candidates primarily based on the need to fill any vacancies on our Board, the need to expand the size of our Board and the need to obtain representation in key disciplines and/or market areas. The committee will seek to identify trustee candidates based on input provided by a number of sources, including committee members and other members of our Board. The committee also has the authority to consult with or retain advisors to carry out its duties. Once a potential candidate is identified as one who fulfills a specific need, the committee performs a full evaluation of the potential candidate. This evaluation includes reviewing the potential candidate’s background information, relevant experience, willingness to serve, diversity, independence and integrity. In connection with this evaluation, the committee interviews the candidate in person or by telephone. The potential candidate is also introduced to Whitestone’s management team, properties and strategy to ensure appropriate experience and commitment exists. After completing its evaluation, the committee makes a recommendation to the full Board as to the individuals who should be nominated by our Board. Our Board elects nominees recommended by the committee to fill vacancies on our Board and nominates the nominees for election by shareholders after considering the recommendations and a report of the committee. To date, the committee has not paid a fee to any third party to assist in the process of identifying or evaluating trustee candidates.

Shareholder Nominations for Trustee

The Nominating and Corporate Governance Committee will consider for nomination all individuals recommended by shareholders in the same manner as all other trustee candidates provided that such recommendations are submitted in accordance with the procedures set forth in our bylaws. If a shareholder is recommending a candidate to serve on our Board, the candidate is expected to follow Whitestone’s candidate evaluation process, and the recommendation must include the information specified in our bylaws, including the following:

(1)As to each individual whom the shareholder proposes to nominate for election or reelection that meets the criteria of serving as a trustee as set forth in the qualifications of trustees section of our bylaws (Article III, Section 3):

aall information relating to the proposed nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the proposed nominee as a trustee in an election contest (even if an election contest is not involved), or

awould otherwise be required in connection with the solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including the proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected).

(2)As to any business that the shareholder proposes to bring before the meeting:

•a description of the business; and

•the shareholder’s reasons for proposing the business at the meeting and any material interest in the business of the shareholder or any shareholder associated person (as defined in our bylaws),

individually or in the aggregate, including any anticipated benefit from the proposal to the shareholder or the shareholder associated person.

(3)As to the shareholder giving the notice, any proposed nominee and any shareholder associated person:

•the class, series and number of all common shares or other securities of Whitestone or any of its affiliates (also referred to as Whitestone securities), if any, that are owned (beneficially or of record) by the shareholder, proposed nominee or shareholder associated person, the date on which each Whitestone security was acquired and the investment intent of the acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of common shares or other security) in any Whitestone securities of any person;

•the record or “street name” holder for, and number of, any Whitestone securities owned beneficially but not of record by the shareholder, proposed nominee or shareholder associated person;

•whether and the extent to which the shareholder, proposed nominee or shareholder associated person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (i) manage for the Whitestone shareholder, proposed nominee or shareholder associated person the risk or benefit of changes in the price of (x) Whitestone securities or (y) any security of any entity that was listed in the peer group in the share performance graph in the most recent annual report to shareholders of Whitestone or (ii) increase or decrease in the voting power of the shareholder, proposed nominee or shareholder associated person in Whitestone or any affiliate thereof (or, as applicable, in any peer group company) disproportionately to the person’s economic interest in the company securities (or, as applicable, in any peer group company); and

•any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with Whitestone), by security holdings or otherwise, of the shareholder, proposed nominee or shareholder associated person, in Whitestone or any affiliate thereof, other than an interest arising from the ownership of Whitestone’s securities where the shareholder, proposed nominee or shareholder associated person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series.

(4)As to the shareholder giving the notice, any shareholder associated person with an interest or ownership referred to in paragraphs (2) and (3) above and any proposed nominee:

•the name and address of the shareholder, as they appear on our share ledger, and the current name and business address, if different, of each shareholder associated person and any proposed nominee;

•the investment strategy or objective, if any, of the shareholder and each shareholder associated person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in the shareholder, each shareholder associated person and any proposed nominee; and

•to the extent known by the shareholder giving the notice, the name and address of any other shareholder supporting the nominee for election or reelection as a trustee or the proposal of other business on the date of the shareholder’s notice.

The foregoing description of our advance notice provisions is a summary and is qualified in its entirety by reference to the full text of our bylaws, which were filed with the SEC as Exhibit 3.1 to our Current Report on Form 8-K filed on October 9, 2008. Accordingly, we advise you to review our bylaws for additional stipulations relating to advance notice of trustee nominations and shareholder proposals. For a description of the applicable deadlines for shareholder proposals, see “Solicitation and Voting - How and when may I submit a shareholder proposal for Whitestone’s 2022 annual meeting of shareholders?”

Audit Committee

The primary purposes of the Audit Committee are:

•overseeing our accounting and financial reporting process, the audits of our financial statements; and assisting the Board in its oversight of the following:

i.management’s responsibilities to assure there is in place an effective system of internal controls over financial reporting;

ii.the qualifications and independence of our registered public accounting firm;

iii.the performance of our registered public accounting firm; and

iv.our compliance with our ethical standards, policies, plans and procedures, and applicable laws and regulations.

The committee also prepares a report each year for inclusion in our proxy statement in accordance with the rules of the SEC.

The committee currently consists of Nandita V. Berry, Jeffrey A. Jones and Paul T. Lambert, with Mr. Jones serving as chairman. Our Board has determined that Mr. Jones is an “audit committee financial expert” as defined by the rules promulgated by the SEC. Each member of the committee is “independent” under the NYSE listing standards and applicable SEC rules.

Compensation Committee

The primary purposes of the Compensation Committee are:

•assisting our Board in discharging its responsibilities relating to our overall compensation and benefit structure;

•producing an annual report on executive compensation for inclusion in our proxy statement in accordance with applicable rules and regulations;

•reviewing and approving Chief Executive Officer compensation as well as executive officer compensation;

•annually reviewing and making recommendations to the Board concerning the adoption, terms and operation of the Company’s compensation plans for all trustees, officers and other executives, including incentive compensation and equity-based plans that are subject to Board approval; and

•approving grants and/or awards of restricted shares, share options and other forms of equity-based compensation, and otherwise administer the Company’s equity incentive plans in compliance with applicable tax laws.

The committee currently consists of Jeffrey A. Jones, Paul T. Lambert, Jack L. Mahaffey and David F. Taylor, with Mr. Lambert serving as chairman. Each member of the committee is “independent” under the NYSE listing standards and applicable SEC rules.

The committee has the sole authority to oversee the administration of compensation programs applicable to our executive officers and trustees and to recommend for approval by the Board the compensation of our Chief Executive Officer. The committee also administers our 2008 Long-Term Equity Incentive Ownership Plan (the “2008 Plan”) and our 2018 Long-Term Equity Incentive Ownership Plan (the “2018 Plan”).

Executive compensation is reviewed at least annually by the committee. Our Chief Executive Officer completes performance reviews annually and provides recommendations to the committee with respect to our other executive officers. Trustee compensation is reviewed periodically by the committee as its members deem appropriate. The committee may delegate some or all of its authority to subcommittees when it deems appropriate. See “Compensation Discussion and Analysis” for more information regarding the committee’s processes and procedures for consideration and determination of executive compensation.

The committee has the authority to engage and approve fees and other retention terms of outside advisors, without the approval of the Board or management, to assist it in the performance of its duties. Information on the committee's processes and procedures for consideration of executive compensation is provided in the Compensation Discussion and Analysis below.

For reference to all committee charters, please visit our website at www.whitestonereit.com.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics that is applicable to all members of our Board, our executive officers and our employees. We have posted our Code of Business Conduct and Ethics on the Corporate Governance section of our website at www.whitestonereit.com. If we amend or grant any waiver from a provision of our Code of Business Conduct and Ethics, we will promptly disclose such amendment or waiver in accordance with and if required by applicable law, including by posting such amendment or waiver on our website at the address above.

Board Leadership Structure

Our Board believes that our Chief Executive Officer is well qualified and best situated to serve as Chairman because he is the trustee most familiar with the Company’s strategic business plan, real estate, public and capital markets and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategic initiatives. Independent trustees and management have different perspectives and roles in strategy development. Our independent trustees bring experience, oversight and expertise from outside our Company and industry, while the Chief Executive Officer brings company-specific experience and leadership.

Our independent trustees meet separately in executive sessions on a regular basis, typically during a portion of, or immediately after, each regularly scheduled meeting of our Board. Mr. Taylor serves as our lead independent trustee to preside over executive sessions of the independent trustees. The duties of the lead independent trustee are detailed in the Company’s Corporate Governance Guidelines, which are available on the Corporate Governance page of the Company’s website, www.whitestonereit.com, and include:

•presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent trustees;

•serving as liaison between the Chairman and the independent trustees;

•previewing the information to be provided to the Board;

•approving meeting agendas for the Board;

•assuring that there is sufficient time for discussion of all meeting agenda items;

•organizing and leading the Board’s evaluation of the CEO;

•being responsible for leading the Board’s annual self-assessment.

One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of Chairman and Chief Executive Officer, in addition to a lead independent trustee, is in the best interest of shareholders because it provides the appropriate balance between strategy development and independent oversight of management.

Risk Management

Our Board has an active role, as a whole and also at the committee level, in overseeing management of our risks. Our Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, as more fully described in “Compensation Discussion and Analysis-Compensation Related Risk Management.” The Audit Committee oversees management of financial and legal compliance risks. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. Specific actions that have been taken by the Board include:

•Expenditures for capital projects of over $3.0 million require Board approval, and expenditures for all other items over $1.0 million require Board approval;

•A Board-level Investment Committee that reviews and approves all acquisition and disposition decisions;

•A limitation on base salary of $100,000 for any employee hired unless the Compensation Committee approves a greater amount; and

•A compliance policy regarding insider information, disclosure of non-public information and limitation on employee and trustee transactions of our shares.

The Audit Committee considers risks relating to cybersecurity and, for that purpose, receives regular reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by the Company, including updates on the internal and external cybersecurity landscape and relevant technical developments.

Corporate Responsibility and Sustainability

The Company is focused on building a thriving and sustainable, e-commerce resistant business that succeeds by delivering long-term value for our shareholders. We are proud of the growth we have achieved and how we have conducted our business in the process. Our plan for sustainability is incorporated into our long-term strategy as we continue to seek new ways to positively contribute to our communities and safeguard the environment around them. Our key corporate responsibility priorities include openly engaging key stakeholders, leading by example in our operations, positively influencing our tenants and partners and enhancing our communities. We continue to build our Environmental, Social, and Governance (“ESG”) platform and our Corporate Responsibility & Sustainability Report, which is posted on our website at www.whitestonereit.com, contains greater details as to our ongoing efforts.

ESG Steering Committee

Whitestone REIT has an ESG Committee and a committee charter to support the Company’s on-going

commitment to environmental, health and safety, corporate social responsibility, corporate governance, sustainability, and

other public policy matters relevant to the Company.

The ESG Committee is a cross-functional senior management committee of the Company under the oversight of the Board

of Trustees. Its mission is to assist the executive management of the Company in:

•Setting general strategy relating to ESG matters

•Developing, implementing, and monitoring initiatives and policies based on that strategy

•Overseeing communications with employees, investors and stakeholders with respect to ESG matters, and

•Monitoring and assessing developments relating to, and improving the Company’s understanding of ESG matters.

Since establishing our ESG Steering Committee in 2018, our ongoing efforts to do our part in contributing to a net zero carbon economy is to continue evaluating how our properties and operations affect the communities we serve. We believe that environmentally and socially responsible operating practices are in sync with generating value for our stakeholders and risk mitigating protection for that value we create. With this goal in mind, we are in the process of performing a robust diagnostic analysis of our current practices and procedures and looking for the best platform to allow us to efficiently report to leading ESG frameworks and ratings agencies, including but not limited to, GRESB, TCFD, and SASB. We feel that reporting in alignment with the recommendations of these ESG frameworks is in the best long-term interests of our stakeholders.

Communications with our Board

We have established procedures for shareholders or other interested parties to communicate with our Board, including our independent trustees. Such parties can contact the Board by sending a letter to: Whitestone REIT, Attn: Corporate Secretary, 2600 South Gessner Road, Suite 500, Houston, Texas 77063. Our Corporate Secretary will review all communications made by this means and forward the communication to our Board or to any individual trustee to whom the communication is addressed.

Share Ownership Guidelines

Minimum Share Ownership Guidelines for Executives. Our Board established minimum share ownership guidelines for executive officers requiring such officers to maintain a minimum equity investment in Whitestone based upon a multiple of five times base salary for the Chief Executive Officer and three times base salary for all other Named Executive Officers ("NEO"). The guidelines provide that executive officers must achieve the minimum equity investment within five years from the date he or she first becomes subject to the guidelines, and until such time, that executive must retain at least 60% of the common shares granted to the executive by us and/or purchased by the executive through the exercise of options. Each executive officer’s compliance with the guidelines is reviewed by the Board annually. All of our executive officers are currently in compliance with the minimum share ownership guidelines, subject to the time period as discussed above for achieving the minimum equity investment.

Minimum Share Ownership Guidelines for Non-employee Trustees. Our Board established minimum share ownership guidelines for non-employee trustees. Under these guidelines, each non-employee trustee must maintain a minimum number of our common shares with a value not less than five times the current annual cash retainer paid to such trustee for service on our Board (excluding, among other things, any additional retainer paid for committee membership or chairmanship). Each non-employee trustee has five years from the date he or she first becomes subject to the guidelines to satisfy the minimum ownership guidelines, and until such time, that trustee must retain 100% of the common shares or share units granted to the trustee as compensation. Compliance with the guidelines is reviewed by the Board annually. All of our non-employee trustees are currently in compliance with the minimum share ownership guidelines, subject to the time period as discussed above for achieving the minimum equity investment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Trustees and Executive Officers

The following table sets forth information as of February 16, 2021 regarding the beneficial ownership of our common shares by each of our trustees and our named executive officers and by all trustees and executive officers as a group. The percentage ownership in the following table is based on 42,478,720 common shares outstanding as of the close of business on February 16, 2021.


Name of Beneficial Owner(1)	Common Shares and Units Beneficially Owned(2)	Percentage Ownership
Named Executive Officers:
James C. Mastandrea	1,865,377(3)	4.4% (4)
David K. Holeman	530,506(5)	1.2%
John J. Dee	228,071(6)	*
Bradford Johnson	263,309(7)	*
Christine J. Mastandrea	1,865,377(8)	4.4% (4)
Non-Employee Trustees:
Nandita V. Berry	19,637	*
Jeffrey A. Jones	10,787	*
Paul T. Lambert	70,422	*
Jack L. Mahaffey	58,219	*
David F. Taylor	15,424	*
All executive officers and trustees as a Group (10 persons) (9) (10)	3,061,752	7.2%

* 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. Unless otherwise indicated, and subject to community property laws where applicable, we believe each beneficial owner has sole voting and investment power over the shares beneficially owned.

(3)Includes 250,853 restricted common share units and 126,431 common shares held by Midwest Development Venture IV, of which Mr. Mastandrea is the general partner and a limited partner, with respect to which Mr. Mastandrea has sole investment power. Excludes 271,655 restricted common share units issued pursuant to the 2008 and 2018 Plans that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 200,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control (as defined in the 2008 Plan). Also includes 207,412 common shares and 60,696 restricted common share units held by Christine J. Mastandrea, Mr. Mastandrea’s spouse. Mr. Mastandrea disclaims beneficial ownership of shares held by his spouse, except to the extent of his pecuniary interest therein.

(4)The total number of common shares outstanding used in calculating Mr. Mastandrea’s and Ms. Mastandrea’s percentage ownership assumes that all OP units held by Mr. Mastandrea are redeemed for common shares and none of the OP units held by other persons are redeemed for common shares.

(5)Includes 122,906 restricted common share units. Excludes 132,786 restricted common share units issued pursuant to the 2008 and 2018 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 150,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control.

(6)Includes 60,028 restricted common share units. Excludes 65,481 restricted common share units issued pursuant to the 2008 and 2018 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 75,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control.

(7)Includes 60,696 restricted common share units. Excludes 65,481 restricted common share units issued pursuant to the 2008 and 2018 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 100,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control.

(8)Includes 60,696 restricted common share units. Excludes 65,481 restricted common share units issued pursuant to the 2008 and 2018 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 100,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control. Also includes 10,336 common shares pledged to secure a margin loan and 1,155,659 common shares, 250,853 restricted common share units, 64,326 OP Units, which are currently redeemable for cash or, at our option, for common shares on a one-for-one basis, held by James C. Mastandrea, Ms. Mastandrea’s spouse, and 126,431 common shares held by Midwest Development Venture IV, of which James C. Mastandrea is the general partner and a limited partner, with respect to which Mr. Mastandrea has sole investment power. Ms. Mastandrea disclaims beneficial ownership of shares held by her spouse, except to the extent of her pecuniary interest therein.

(9)Except as otherwise described herein, none of the shares beneficially owned by our trustees or named executive officers have been pledged as security for an obligation.

(10)In computing the aggregate number of shares and units beneficially owned and the aggregate percentage ownership by all executive officers and trustees as a group, shares and units beneficially owned by both Mr. Mastandrea and Ms. Mastandrea have not been counted twice.

Beneficial Owners of More Than 5% of Common Shares

The following table sets forth information regarding the beneficial ownership of our common shares by each person, or group of affiliated persons, who is believed by us to beneficially own 5% or more of our common shares. The percentage of class owned in the following table is based upon 42,478,720 common shares outstanding as of the close of business on February 16, 2021.


Name and Address of Beneficial Owner	Common Shares Beneficially Owned	Percent of Class
BlackRock Inc. 55 East 52nd Street New York, NY 10055	6,329,084 (1)	14.9%
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355	4,307,968 (2)	10.1%

(1)The indicated ownership is based solely upon an amendment to Schedule 13G/A filed with the SEC by the beneficial owner on January 26, 2021 reporting beneficial ownership as of December 31, 2020. BlackRock, Inc. possessed sole voting power over 6,282,858 common shares and sole dispositive power over 6,329,084 common shares.

(2)The indicated ownership is based solely upon an amendment to Schedule 13G/A filed with the SEC by the beneficial owner on March 10, 2021 reporting beneficial ownership as of December 31, 2020. The Vanguard Group, Inc. possessed shared voting power over 27,287 common shares, sole dispositive power over 4,270,145 common shares and shared dispositive power over 37,823 common shares.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, and the disclosure requirements of Item 405 of SEC Regulation S-K, require our trustees and executive officers and persons who own more than 10% of our common shares to file reports of ownership and changes in ownership with the SEC. These persons are required by SEC rules to furnish us with copies of these reports. During the fiscal year ended December 31, 2020, Mr. Mastandrea and Ms. Mastandrea failed to timely file one Form 4 reporting one transaction. The transaction was reported on a Form 4 filed on March 18, 2021. In addition, Mr. Jones failed to timely file a Form 3 upon becoming a trustee of the Company. The Form 3 was filed on February 19, 2020. Based solely on a review of the written statements and copies of such reports furnished to us by our executive officers, trustees and greater than 10% beneficial owners, we believe that during fiscal year ended December 31, 2020, all other Section 16(a) filing requirements applicable to any officers, trustees and shareholders were timely satisfied.

EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers. Our executive officers serve one-year terms at the pleasure of our Board.


Executive Officers	Age(1)	Position	Recent Business Experience
James C. Mastandrea	77	Chairman of the Board of Trustees and Chief Executive Officer (October 2006 - present)	Chief Executive Officer and Chairman of Pillarstone Capital REIT, an OTC Bulletin Board real estate company (2003 - present); Chief Executive Officer/Founder of MDC Realty Corporation, a privately held investment company (1978 - present); Chairman and Chief Executive Officer of First Union Real Estate Investments, a NYSE listed REIT (1994 - 1998).
David K. Holeman	57	Chief Financial Officer (November 2006 - present)	Chief Financial Officer of Hartman Management, our former advisor (2006); Vice President and Chief Financial Officer of Gexa Energy, a NASDAQ listed retail electricity provider (2004 - 2006); Controller and Chief Financial Officer of Houston Cellular Telephone Company (1994 - 2003).
John J. Dee	69	Chief Operating Officer (October 2006 - present)	Trustee, Senior Vice President, and Chief Financial Officer of Pillarstone Capital REIT (2003 - present); Senior Vice President and Chief Financial Officer of MDC Realty Corporation, a privately held residential and commercial real estate development company (2002 - 2003); Director of Finance and Administration for Frantz Ward, LLP (2000 - 2002); several management positions including Senior Vice President and Chief Accounting Officer with First Union Real Estate Investments, a NYSE listed REIT (1978 - 2000).
Bradford D. Johnson	62	Executive Vice President of Acquisitions and Asset Management (2010 - present)	Vice President Acquisitions and Development of Campus Living Villages Funds (REIT), subsidiary of Transfield Holdings Group, fund sponsor, developer and owner (2008 - 2010); Director of Place Properties Inc., military and student-housing developer, owner and operator (2003 - 2007); Chief Financial Officer and Director - Matrix Health Care Development Inc., developer, owner and senior housing operator (1995 - 2003).
Christine J. Mastandrea	55	Executive Vice President of Corporate Strategy (2013 - present)	Independent advisor to the Company (2006 - 2012). Chief Operating Officer of MDC Realty Corporation, a privately investment company (1996 - present).
Peter A. Tropoli	49	General Counsel ( 2019 - present)	Chief Operating Officer (2011-2018), Director (2014-2019), Corporate Secretary (2006-2011) and Senior Vice President-Administration, General Counsel (2001-2011, 2019) of Luby's Inc., a NYSE listed retail restaurant operating company.

______________

(1) As of April 1, 2021

TRUSTEE COMPENSATION

We use a combination of cash and share-based compensation to attract and retain qualified candidates to serve on the Board. In setting Board compensation, the Board considers the significant amount of time trustees expend in fulfilling their duties as well as the skill level it requires of members of the Board.

In 2020, our non-employee trustees agreed to maintain their total fees at the 2019 levels due to the ongoing economic pressure caused by the COVID-19 pandemic, and were paid the following fees:

•Annual retainer fee of $20,000

•Lead independent trustee fee of $5,000

•Annual share grant - $41,250 grant date value

•Annual committee fees of:

◦Chair-Audit Committee - $4,000

◦Chair-Compensation Committee - $3,000

◦Chair-Nominating and Governance Committee - $2,000

◦Member-Audit Committee - $2,000

◦Member-Compensation Committee - $1,000

◦Member-Nominating and Governance Committee - $1,000

Effective January 1, 2021, our non-employee trustees will be paid the following fees:

•Annual retainer fee of $30,000

•Lead independent trustee fee of $6,250

•Annual share grant - $50,000 grant date value

•Annual committee fees of:

◦Chair-Audit Committee - $7,500

◦Chair-Compensation Committee - $6,500

◦Chair-Nominating and Governance Committee - $5,000

◦Member-Audit Committee - $6,000

◦Member-Compensation Committee - $5,000

◦Member-Nominating and Governance Committee - $3,000

Effective January 1, 2022, our non-employee trustees will be paid the following fees:

•Annual retainer fee of $40,000

•Lead independent trustee fee of $12,500

•Annual share grant - $60,000 grant date value

•Annual committee fees of:

◦Chair-Audit Committee - $15,000

◦Chair-Compensation Committee - $13,000

◦Chair-Nominating and Governance Committee - $10,000

◦Member-Audit Committee - $12,000

◦Member-Compensation Committee - $10,000

◦Member-Nominating and Governance Committee - $6,000

The trustees may elect to receive the cash portion of their fees in our common shares, rather than in cash. The table below summarizes the compensation the Company paid to each non-employee trustee in 2020:


Name(1)	Fees Earned or Paid in Cash ($)	Share Awards(2) ($)	Total ($)
Nandita V. Berry	—	69,250	69,250
Jeffrey A. Jones	27,466	37,068	64,534
Donald F. Keating	9,178	15,144	24,322
Paul T. Lambert	25,000	41,250	66,250
Jack L. Mahaffey	23,000	41,250	64,250
David F. Taylor	27,000	41,250	68,250

(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 is included under “Executive Compensation - Summary Compensation Table” below.

(2)On December 4, 2020, Ms. Berry and Messrs. Lambert, Mahaffey and Taylor were awarded 5,049 common shares each, and Mr. Jones and Mr. Keating were awarded 4,537 and 1,854 common shares, respectively. Ms. Berry elected to receive the cash portion of her trustee fees ($28,000) in common shares. The share award amounts represent the grant date fair value of share awards measured in accordance with ASC Topic 718, utilizing the assumptions discussed in Note 15 to our audited financial statements for the year ended December 31, 2020 as included in our Annual Report.

SEC Form DEF 14A filed by Whitestone REIT