![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Name | Symbol | Market | Type |
---|---|---|---|
Modiv Inc | NYSE:MDVA | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 25.36 | 0 | 01:00:00 |
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
47-4156046 | |
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
120 Newport Center Drive
Newport Beach, CA
|
92660 |
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
||
Class C Common Stock, $0.001 par value per share
|
MDV
|
New York Stock Exchange
|
||
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
|
MDV.PA
|
New York Stock Exchange
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
||
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
||
Emerging growth company
|
☐
|
PART III
|
|||
ITEM 10.
|
4 | ||
ITEM 11.
|
10 | ||
ITEM 12. |
13
|
||
ITEM 13. | 14 |
||
ITEM 14. |
15 | ||
PART IV
|
|||
ITEM 15. | 15 |
Name(1)
|
|
Age(2)
|
|
Positions
|
|
Year of First
Becoming a
Director
|
Aaron S. Halfacre
|
|
49
|
|
Chief Executive Officer, President and Director
|
|
2019
|
Adam S. Markman
|
|
57
|
|
Chairman of the Board and Independent Director(3) & (6)
|
|
2019
|
Raymond J. Pacini
|
|
66
|
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
N/A
|
Asma Ishaq
|
|
46
|
|
Independent Director(4)
|
|
2021
|
Curtis B. McWilliams
|
|
66
|
|
Independent Director(3), (4), (5) & (8)
|
|
2019
|
Thomas H. Nolan, Jr.
|
|
64
|
|
Independent Director(4), (5) & (7)
|
|
2019
|
Kimberly Smith
|
|
59
|
|
Independent Director(5)
|
|
2021
|
Connie Tirondola
|
|
65
|
|
Independent Director(3)
|
|
2021
|
(1)
|
The address of each executive officer and director listed is 120 Newport Center Drive, Newport Beach, CA 92660.
|
(2)
|
As of April 18, 2022.
|
(3)
|
Member of the audit committee of our Board of Directors.
|
(4)
|
Member of the compensation committee of our Board of Directors.
|
(5)
|
Member of the nominating and corporate governance committee of our Board of Directors.
|
(6)
|
Chair of the audit committee of our Board of Directors.
|
(7)
|
Chair of the compensation committee of our Board of Directors.
|
(8)
|
Chair of the nominating and corporate governance committee of our Board of Directors.
|
Name of Director
|
Number of Late Reports
|
Number of Transactions Not Reported on a
Timely Basis
|
||
Aaron S. Halfacre
|
4
|
4
|
||
Adam S. Markman
|
4
|
4
|
||
Asma Ishaq
|
5
|
4
|
||
Curtis B. Williams
|
4
|
4
|
||
Thomas H. Nolan, Jr.
|
5
|
5
|
||
Kimberly Smith
|
5
|
4
|
||
Connie Tirondola
|
5
|
4
|
Name and Principal
Position
|
Year
|
Salary ($)
(1)
|
Bonus ($)
(1)(2)
|
Stock
Awards
($)
(1)(3)(4)
|
Option
Awards
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||
Aaron S. Halfacre, Chief Executive Officer and President
|
2021
|
250,000
|
—
|
3,046,406
|
—
|
—
|
3,296,406
|
||||||||||||
2020
|
112,077
|
—
|
1,099,840
|
—
|
—
|
1,211,917
|
|||||||||||||
|
|
||||||||||||||||||
Raymond J. Pacini, Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
2021
|
275,000
|
200,000
|
594,994
|
—
|
—
|
1,069,994
|
||||||||||||
|
2020 |
275,000
|
175,000
|
103,355
|
—
|
—
|
553,355
|
(1)
|
Mr. Halfacre elected to receive the balance of his 2020 salary and bonus in 40,000 Class R OP Units, which had a value of $21.00 per Class R OP Unit on the January 25, 2021 grant date.
The Class R OP Units will vest on the earlier of (i) March 31, 2024; (ii) a change of control of our Company (as defined in the OP Agreement); or (iii) the date of Mr. Halfacre’s involuntary termination without cause (as defined in
Mr. Halfacre’s Award Agreement).
|
(2)
|
Mr. Pacini’s cash bonus for 2020 was paid during February 2021 and his cash bonus for 2021 was paid in March 2022.
|
(3)
|
See the discussion above regarding the grant of Class P OP Units which were valued based on the $21.00 net asset value per share of our common stock as of December 31, 2020. The value
of Class P OP Units attributable to 2020 incentive compensation above was restated from prior disclosure to exclude Class P OP Units that were issued on December 31, 2019 as signing bonuses.
|
(4)
|
See the discussion above regarding the grant of Class R OP Units on January 25, 2021 which were valued based on an illiquid security with a $21.00 net asset value per share as of the
grant date.
|
|
Stock Awards
|
|||||||
Name
|
Number of shares or units of stock that
have not vested (#)
|
Market value of shares or units of
stock that have not vested(1)
|
||||||
Aaron S. Halfacre
|
40,000
|
(1)
|
$
|
1,196,000
|
||||
210,667
|
(2)
|
$
|
3,779,366
|
|||||
Raymond J. Pacini
|
16,029
|
(1)
|
$
|
479,267
|
||||
33,333
|
(2)
|
$
|
597,994
|
(1)
|
See the discussion above regarding the grant of Class P OP Units. The market value above reflects the Company’s common stock closing price of $17.94 on March 31, 2022 since the
Company’s common stock was not publicly traded as of December 31, 2021 and reflects the current conversion ratio of 1:1.6667. If the Company achieves the performance hurdles for both assets under management of $1.551 billion and AFFO
of $2.10 per share for the year ending December 31, 2023, the Class P Units would convert into Class C OP Units at the maximum conversion ratio of 1:3 and the value as of March 31, 2022 would be $2,152,800 for Mr. Halfacre and
$862,681 for Mr. Pacini. At this time, we cannot reasonably estimate the probability of achieving these performance hurdles.
|
(2)
|
See the discussion above regarding the grant of Class R OP Units. The market value above reflects the Company’s common stock closing price of $17.94 on March 31, 2022 since the
Company’s common stock was not publicly traded as of December 31, 2021 and reflects the current conversion ratio of 1:1. If the Company achieves the performance hurdles for funds from operations (“FFO”) of $1.05 per share for the year
ending December 31, 2023, the Class R Units would convert into Class C OP Units at the maximum conversion ratio of 1:2.5 and the value as of March 31, 2022 would be $9,448,415 for Mr. Halfacre and $1,494,985 for Mr. Pacini. At this
time, we cannot reasonably estimate the probability of achieving these performance hurdles. The Class C OP Units are exchangeable for cash or shares of Class C common stock on a 1-for-1 basis, as determined by the Company.
|
Name
|
Fees Earned or
Paid in
Cash
|
Stock Awards
|
All Other
Compensation
|
Total
|
||||||||||||
Joe F. Hanauer(a)
|
$
|
10,000
|
$
|
80,000
|
$
|
—
|
$ |
90,000 | ||||||||
Asma Ishaq(b)
|
$
|
3,333
|
$
|
4,167
|
$
|
—
|
$
|
7,500
|
||||||||
Adam S. Markman
|
$
|
12,500
|
$
|
80,000
|
$
|
—
|
$ | 92,500 | ||||||||
Curtis B. McWilliams
|
$
|
40,000
|
$
|
60,000
|
$
|
—
|
$
|
100,000
|
||||||||
Thomas H. Nolan, Jr.
|
$
|
40,000
|
$
|
60,000
|
$
|
—
|
$
|
100,000
|
||||||||
Jeffrey Randolph(a)
|
$
|
35,000
|
$
|
65,000
|
$
|
—
|
$
|
100,000
|
||||||||
Kimberly Smith(b)
|
$ | 3,333 | $ | 4,167 |
$
|
—
|
| $ | 7,500 | |||||||
Connie Tirondola(b)
|
$
|
3,333
|
$
|
4,167
|
$
|
—
|
$
|
7,500
|
||||||||
Raymond E. Wirta(a)
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
(a)
|
Messrs. Wirta, Randolph and Hanauer resigned from our board of directors in December 2021 in connection with a refreshment of our board of directors.
|
(b)
|
Mses. Ishaq, Smith and Tirondola were elected to our board of directors in December 2021.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name(1)
|
Class C Shares
Beneficially
Owned
|
Class M OP
Units and
Class P OP
Units(2) |
Class R OP
Units(3)
|
Percent of
Common
Stock and
OP Units
Beneficially
Owned(4)
|
||||||||||||
Aaron S. Halfacre(5)
|
19,763
|
65,097
|
210,667
|
3.3
|
%
|
|||||||||||
Raymond J. Pacini(5)
|
1,333
|
16,029
|
33,333
|
*
|
||||||||||||
Adam S. Markman
|
10,409
|
—
|
—
|
*
|
||||||||||||
Curtis B. McWilliams
|
10,751
|
—
|
—
|
*
|
||||||||||||
Thomas H. Nolan, Jr
|
10,150
|
—
|
—
|
*
|
||||||||||||
Asma Ishaq
|
851
|
—
|
—
|
*
|
||||||||||||
Kimberly Smith
|
851
|
—
|
—
|
*
|
||||||||||||
Connie Tirondola
|
851
|
—
|
—
|
*
|
||||||||||||
All directors and executive officers as a group (8 persons)
|
54,959
|
81,126
|
244,000
|
4.2
|
%
|
•
|
Less than 1% of the outstanding Class C common stock and none of the shares of Class C common stock is pledged as security.
|
(1) |
The address of each named beneficial owner is 120 Newport Center Drive, Newport Beach, CA 92660.
|
(2) |
Class M OP Units that were issued in connection with the Self-Management Transaction and Class P OP Units are each convertible into 1.6667 Class C OP Units
in the Operating Partnership, subject to certain adjustments.
|
(3) |
On January 25, 2021, Mr. Halfacre and Mr. Pacini were granted 210,667 and 33,333 Class R OP Units in the Operating Partnership, respectively, which will
vest on March 31, 2024, or upon change of control of our Company or involuntary termination without cause, as defined in the OP Agreement. Upon vesting, each Class R OP Unit is convertible into 1.0 Class C OP Unit in the Operating
Partnership, subject to certain adjustments including an increase in the conversion ratio to 1:2.5 Class C OP Units if the Company achieves FFO per share of $1.05 for the year ending December 31, 2023. The Class C OP Units are
exchangeable for cash or shares of Class C common stock on a 1-for-1 basis, as determined by the Company.
|
(4) |
Based on 10,385,906 fully diluted shares of common stock outstanding, which includes 7,550,217 shares of common stock outstanding on March 31, 2022, plus
1,312,382 Class C OP Units at a conversion ratio of 1:1 which become convertible on August 11, 2022, as well as 1,189,964 Class M OP Units and Class P OP Units at a conversion ratio of 1:1.6667 and 333,343 Class R OP Units at a
conversion ratio of 1:1 which will be fully vested in January 2024. Each of the directors and executive officers owns less than 1% of the common stock.
|
(5) |
On December 31, 2019, Mr. Halfacre and Mr. Pacini were granted 40,000 and 16,029 Class P OP Units in the Operating Partnership, respectively, which will
vest on March 31, 2024, or upon change of control of our Company or involuntary termination without cause, as defined in the OP Agreement. Upon vesting, each Class P OP Unit is convertible into 1.6667 Class C OP Units in the Operating
Partnership, subject to certain adjustments. The Class C OP Units are exchangeable for cash or shares of Class C common stock on a 1-for-1 basis, as determined by the Company.
|
(6) |
Mr. Halfacre independently purchased all of his 25,097 Class M OP Units from other investors during 2019 and 2020. Following the listing of our common
stock on the NYSE in February 2022, Mr. Halfacre independently purchased 11,000 shares of our common stock in the open market.
|
|
2021
|
2020
|
||||||
Audit fees
|
$
|
334,950
|
$
|
329,700
|
||||
Audit-related fees (1)
|
124,675
|
3,000
|
||||||
Tax fees
|
—
|
—
|
||||||
All other fees
|
—
|
—
|
||||||
Total
|
$
|
459,625
|
$
|
332,700
|
(1)
|
Audit-related fees during the fiscal
year ended December 31, 2021 included consent reviews for registration statements, comfort letters for the underwritten public offering of Series A Preferred Stock and the audit and mid-year review of the financial statements of
the Company’s subsidiary Modiv Divisibles, LLC.
|
Exhibit
|
Description
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
MODIV INC.
|
|
By: |
/s/ AARON S. HALFACRE
|
|
|
Aaron S. Halfacre
|
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
1 Year Modiv Chart |
1 Month Modiv Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions