Document

DEF 14A 1 wsrproxy2021-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

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to Section 240.14a-12


Whitestone REIT

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2600 S. GESSNER ROAD, SUITE 500

HOUSTON, TEXAS 77063

April 11, 2022

Dear Shareholder:

You are cordially invited to attend the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Whitestone REIT virtually via the internet or by proxy. The Annual Meeting will be held on May 23, 2022, at 10:00 a.m., Central Daylight Time. During the Annual Meeting, shareholders will have the opportunity to vote on each item of business described in the enclosed notice of the Annual Meeting and accompanying proxy statement.

Shareholders may attend and participate in the Annual Meeting virtually via the internet at www.virtualshareholdermeeting.com/WSR2022. where you will be able to vote electronically and submit questions during the Annual Meeting. The Annual Meeting will be held solely by means of remote communication in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. You will only be able to vote electronically and submit questions during the Annual Meeting by using your control number, which will be included on your notice or proxy card (if you received a printed copy of the proxy materials), to log on to the Annual Meeting.

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 11, 2022, 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 mailing date 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 David Mordy, Whitestone's Director of Investor Relations, at 713-435-2219.

Sincerely yours,

David K. Holeman

Chief Executive Officer

2600 S. GESSNER ROAD, SUITE 500

HOUSTON, TEXAS 77063

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be Held May 23, 2022

To Our Shareholders:

Notice is hereby given that the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Whitestone REIT will be held on May 23, 2022, at 10:00 a.m., Central Daylight Time. You may attend the Annual Meeting virtually via the internet at www.virtualshareholdermeeting.com/WSR2022 by using the control number included with your notice to log on to the Annual Meeting. The Annual Meeting will be held solely by means of remote communication in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. The agenda for the Annual Meeting is as follows:

1.To elect five trustees to serve until our 2023 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, 2022 (Proposal No. 3);

4.To approve an amendment to the Company's declaration of trust (the "Declaration of Trust") to allow shareholders to adopt, amend or repeal the Company's bylaws (Proposal No. 4); and

5.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 28, 2022 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 EACH OF THE TRUSTEE NOMINEES, FOR APPROVAL OF THE ADVISORY NON-BINDING VOTE REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, FOR THE RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FOR THE APPROVAL OF AN AMENDMENT TO THE DECLARATION OF TRUST TO ALLOW SHAREHOLDERS TO ADOPT, AMEND OR REPEAL THE COMPANY'S BYLAWS.

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,

Peter A. Tropoli

General Counsel and Corporate Secretary

April 11, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 23, 2022:

This Proxy Statement and Whitestone’s Annual Report to Shareholders for the fiscal year ended December 31, 2021 are available for review by shareholders of record at: www.proxyvote.com

TABLE OF CONTENTS


CEO's Letter
Notice of Annual Meeting of Shareholders			i
Table of Contents			iii
PROXY SUMMARY			1
PROPOSAL NO. 1 - ELECTION OF TRUSTEES			9
Nominees for Trustee			9
Members of the Board of Trustees			9
Qualifications of Trustees			12
CORPORATE GOVERNANCE			13
Governance Highlights			13
Independence			13
Meetings and Committees of the Board of Trustees			14
Nominating and Corporate Governance Committee			14
Shareholder Nominations for Trustee			15
Audit Committee			16
Compensation Committee			17
Code of Business Conduct and Ethics			17
Board Leadership Structure			18
Risk Management			18
Corporate Responsibility and Sustainability			18
ESG Steering Committee			18
Communications with our Board of Trustees			20
Share Ownership Guidelines			20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			21
Trustees and Executive Officers			21
Beneficial Owners of More Than 5% of Common Shares			23
EXECUTIVE OFFICERS			24
TRUSTEE COMPENSATION			25
PROPOSAL NO. 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION			27
COMPENSATION DISCUSSION AND ANALYSIS			27
Executive Summary			27
Say-On-Pay Shareholder Engagement			27
Pay for Operating Performance Summary			28
Pay Related to Market Performance Summary			29
2021 Pay for Performance Decisions			30
Summary of Whitestone Compensation Practices			30
Compensation Strategy and Philosophy			32
Compensation Objectives			38
Roles and Responsibilities in Compensation Decisions			38
Setting Executive Compensation			39
Compensation Related Risk Management			41
Employment and Change in Control Agreements			41
Perquisites and Other Personal Benefits			41
Chief Executive Officer Compensation and Employee Compensation and Pay Ratio			42
Compensation Committee Interlocks and Insider Participation			42
Compensation Consultant			42
COMPENSATION COMMITTEE REPORT			43

iii


EXECUTIVE COMPENSATION			44
Summary Compensation Table			44
Grants of Plan Based Awards			46
Outstanding Equity Awards at Fiscal Year End 2021			47
Stock Awards Vested in 2021			49
Potential Payments Upon Termination or Change in Control			50
Employment Agreements and Payments Upon Change in Control			54
PROPOSAL NO. 3 - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			59
AUDIT COMMITTEE INFORMATION			59
Report of the Audit Committee of the Board of Trustees			59
Independent Registered Public Accounting Firm Fees and Services			60
Pre-Approval Policies and Procedures			60
PROPOSAL NO. 4 – APPROVAL OF AN AMENDMENT TO DECLARATION OF TRUST TO ALLOW SHAREHOLDERS TO ADOPT, AMEND OR REPEAL THE COMPANY’S BYLAWS			61
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			63
Policies and Procedures for Transactions with Related Persons			63
OTHER MATTERS			64
Documents Incorporated by Reference			64
Other Business			64
SOLICITATION AND VOTING			65
How may I attend the virtual Annual Meeting?			65
What proposals will be voted upon at the Annual Meeting?			65
Who is entitled to vote at the Annual Meeting?			65
Why did I not automatically receive a paper copy of the Proxy Statement, Proxy Card and Annual Report?			65
Can I find additional information on the Company website?			66
How do I vote?			66
Can I change or revoke my vote after I return my proxy card?			66
How many shares must be present to constitute a quorum for the Annual Meeting?			67
What are the recommendations of the Board?			67
How are votes counted?			67
How many votes are needed to approve each proposal?			68
May I ask questions at the Annual Meeting?			68
Who is paying for this proxy solicitation?			68
How many copies should I receive if I share an address with another shareholder?			69
How can I obtain Whitestone's Annual Report?			69
How can I find out the results of the voting at the Annual Meeting?			69
How and when may I submit a shareholder proposal for the Annual Meeting?			69
Whom should I contact if I have any questions?			70
APPENDIX A - RECONCILIATION OF NON-GAAP MEASURES			71
APPENDIX B - ARTICLES OF AMENDMENT			77

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 23, 2022 at 10:00 a.m. Central Daylight Time

Proposals

Board's Voting Recommendation

Page

Place:

Virtual Meeting at www.virtualshareholdermeeting.com/WSR2022

1. Election of Trustees

FOR

Record Date:

February 28, 2022

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 11, 2022 in connection with the solicitation by our Board of Trustees of proxies to be used at our 2022 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

4. Approval of an amendment to the Company's Declaration of Trust to allow shareholders to adopt, amend or repeal the Company's bylaws.

FOR

Our Trustees and Nominees

You are being asked to vote on the election of five 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 four of the five 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:

David F. Taylor, Chair of Locke Lord LLP and Chairman of the Board of Whitestone REIT.

2017

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

2017

David K. Holeman, Chief Executive Officer of Whitestone REIT

N/A

Jeffrey A. Jones, Managing Director of Stephens Inc.

2020

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

2013

X Member © Committee Chair $ Financial Expert

Our Commitment to Excellence in Operational Performance and Financial Management

During the year ended December 31, 2021, our real estate portfolio focused primarily on the largest, fastest-growing, high-household-income markets in the Sunbelt performed exceptionally well.

•Rising Occupancy. Our tenant mix is intentionally built to be diversified with food, self-care and wellness, services, education and entertainment. We rebounded in 2021, ending the year with occupancy of 91.3% as compared to 88.2% at the end of 2020. Our same-store occupancy increased 350bps from year end 2020 to 91.7%.

•Record Leasing Activity. New and renewal leases signed in 2021 totaled 400, with a value of $131.9 million, as compared to 306 and $75.5 million, respectively, for 2020. The demand for space in our Sunbelt markets has been strong.

•Increasing Rental Rates. Our average net effective annual base rent per leased square foot increased to $21.08, a 7.7% increase from 2020. Additionally, rental rates on comparable leases signed during 2021 increased 10.8%, on a straight-line basis (GAAP), from the previous lease.

•Strong Same-Store NOI Growth. In 2021, our Same Store NOI from properties that were owned the full year 2021 and 2020 grew to $82.2 million, an increase of 5.7% from 2020.

•Conservatively-Funded Monthly Dividends. As one of the few monthly dividend paying public REITs, we are conscientious of the importance of the monthly dividend to our shareholders. In 2021 our dividends were well-funded, representing 42% of cash flow from operations. This compares to 60% in 2020 and 98% in 2019. As a result of our strong operational and financial performance, our monthly dividend increased 2.4% in March 2021, and we further increased our dividends by an additional 11.6% in April 2022.

•Improving Debt Leverage. During 2021, we improved our overall debt leverage as shown by improvement in our debt to undepreciated real estate assets ratio to 51% from 55% in 2020 and improvement in our net debt to EBITDAre ratio to 9.1X from 10.2X in 2020.

Please refer to APPENDIX A - NON-GAAP MEASURES for explanations and reconciliations of non-GAAP measures to their most comparable GAAP metric.

Whitestone REIT Total Shareholder Return

Our Commitment to Excellence in Stakeholder Engagement

Through owning, operating, developing and redeveloping successful neighborhood community shopping centers, we engage with a wide variety of stakeholders, including shareholders, noteholders, lenders, employees, co-investment partnerships, tenants, and the local communities where our properties are located. We believe that 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, Noteholders 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 and sustainable building practices
	● Tenant satisfaction surveys
Communities	● One-on-one dialogue with local and regional planning agencies, municipal boards, permitting authorities and community groups	● Direct dialogue through open houses and town halls	● Property specific information, community interests and needs
	● Monitoring through social media	● Employing a diverse group of associates that understands the needs of multicultural communities and tenants.
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
A culture of inclusivity, with annual diversity and sensitivity training for management and associates
Employee wellness, health and safety, offering comprehensive benefits
Employee training and continuing education opportunities for professional development
31 languages spoken at Whitestone REIT as of March 14, 2022
Internship Program


Social Responsibility

Our Tenants and Communities:
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
Employ and develop a diverse group of associates who understand the needs of our multicultural communities and tenants


Ethics and Governance

Separation of Chairman and CEO roles in January 2022
Unwavering ethical standards and business practices fostered by 100% employee participation in Code of Business Conduct and Ethics Training
Annual shareholder elections for Trustees
Ongoing board refreshment - 60% of Independent Trustees have served fewer than 4 years
Commitment to continual enhancement of our corporate governance practices, evidenced by, among other things, our recent termination of our Shareholder Rights Plan, amendment of our Bylaws to provide separate Chairman and CEO roles, and Proposal No. 4, which, if approved, will amend our Charter to enable shareholders to amend our Bylaws.


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.
Onboarded ESG data management software solution in 2021 to enable tracking of our water, electricity, gas and trash usage.
Looking forward, Whitestone plans to evaluate the possibility of Energy Star and LEED certifications for select properties and CDP disclosures. In 2022, we expect to submit our first GRESB real estate assessment.

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 Member Nominees

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:

•Four of the five trustee nominees have been added since 2017


Tenure				Independence
Under 5 Years	3	60	%	Independent	4	80	%
5 to 10 Years	2	40	%	Non-independent	1	20	%
Average Tenure (Years)	4

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 five trustee nominees is a female and a person of color.


Gender Diversity				Ethnic Diversity
Women	1	20	%	People of Color	1	20	%
Men	4	80	%	White	4	80	%

Skills of Board Members

Each of our Board member nominees 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 qualifies as an Audit Committee Financial Expert or as financially literate


Leadership

"C Suite" experience (CEO, CFO, COO or similar position) 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

Experience 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
Declassified Board, with Annual Election of Trustees
Plurality Vote Standard in Trustee Elections with Resignation Policy
Separate Chairman and CEO Roles
Termination of Shareholder Rights Plan
4 of 5 trustee nominees are independent; Audit, Compensation and Nominating and Governance Committees each entirely comprised of independent trustees.
Independent Trustees Meet Without Management Present
Share Ownership Policy
Codes of Conduct for Trustees, Officers and Employees
Shareholder Ability to Adopt, Amend or Repeal the Bylaws (if Proposal No. 4 approved)
Shareholders can Call Special Meetings

PROPOSAL NO. 1 - ELECTION OF TRUSTEES

Nominees for Trustee

As of the date of this proxy statement, our Board is comprised of six trustees whose terms expire at the Annual Meeting. At the Annual Meeting, the board will be reduced to five trustees.

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.

Nandita V. Berry, Jeffrey A. Jones, Paul T. Lambert, Jack L. Mahaffey, James C. Mastandrea and David F. Taylor are our current trustees, and their terms expire at our Annual Meeting.

Jack L. Mahaffey notified the Company that he will not stand for re-election at our 2022 annual meeting of shareholders. We thank Mr. Mahaffey for over two decades of dedicated service and numerous contributions to the Company and the Board.

James C. Mastandrea has not been nominated for re-election by the Board.

David K. Holeman, the Company's current Chief Executive Officer, is standing for election at our 2022 annual meeting of shareholders.

Shares represented by valid proxies will be voted, if authority to do so is not withheld, for the election of Ms. Berry and Messrs Taylor, Holeman, Jones and Lambert. 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. Taylor, Holeman, Jones and Lambert have agreed to serve until the 2023 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. Taylor, Holeman, Jones and Lambert are not being nominated for election pursuant to any agreements or understandings between us and any other person.

Our Board recommends that you vote “FOR” the election of trustees Nandita V. Berry, David F. Taylor, David K. Holeman, Jeffrey A. Jones and Paul T. Lambert.

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

David F. Taylor Chairman of the Board Committees:

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

•Nominating and Corporate Governance

•Compensation

Nandita V. Berry Independent Committees:

Ms. Berry is the 109th Texas Secretary of State. She served from January 2014 to February 2015. She was also the Vice Chair of the University of Houston System Board of Regents and the Chair of the Audit Committee. She held Senior Counsel positions at Locke Lord LLP and El Paso Energy Corporation where she represented public companies in a wide array of corporate securities and technology matters. 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

•Nominating and Corporate Governance (Chair)

•Audit

David K. Holeman

Mr. Holeman has over a decade of experience in the real estate industry and more than 15 years of experience serving in high level positions in publicly traded companies. He currently serves as our Chief Executive Officer and served as our Chief Financial Officer from November 2006 to January 2022. He previously served as Chief Financial Officer of Hartman Management, our former advisor, Vice President and Chief Financial Officer of Gexa Energy, a NASDAQ listed retail electricity provider from 2004 to 2006, and Controller and Chief Financial Officer of Houston Cellular Telephone Company from 1994 to 2003.

N/A

Jeffrey A. Jones Independent Committees:

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. He has served as both a public and a private company director and has advised healthy and distressed companies, creditors and shareholders. He is a Chartered Financial Analyst (CFA) and a Certified Turnaround Professional (CTP). He holds FINRA Series 7, 63 and 79 licenses, and currently serves on the Board of Directors of the Alternative Asset Center at Southern Methodist University and is a Trustee of and chairs the Investment Committee of the First Presbyterian Church of Dallas Foundation.

2020

•Audit (Chair)

•Compensation

Paul T. Lambert Independent Committees:

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

•Audit

•Compensation (Chair)

•Nominating and Corporate Governance

(1) As of April 1, 2022.

Qualifications of Trustee Nominees

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:

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 serves as our independent Chairman of the Board.

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 chair of 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. Holeman: The Board considered his prior service to Whitestone as its Chief Executive Officer and Chief Financial Officer, his 15+ years of experience in the commercial real estate business, 15+ years of experience 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.

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 chair 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 chair of the Compensation Committee and as a member of the Audit Committee and our Board.

There are no family relationships among any of our trustee nominees or executive officers.

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. Over the past year, we have made a number of enhancements to our corporate governance, which includes the following developments:

•Termination of Shareholder Rights Plan. In February 2022, we terminated our shareholder rights plan, which was originally adopted on May 14, 2020.

•Separate Chairman and CEO Roles. In January 2022, we bifurcated the roles of CEO and Chairman of the Board, and David Taylor, an independent trustee, was appointed Chairman of the Board.

•Shareholder Right to Adopt, Amend or Repeal the Bylaws (if Proposal No. 4 approved). If Proposal No. 4 is approved, the Company’s shareholders will be allowed to adopt, amend or repeal the Company’s bylaws.

Our other governance practices include:

•Declassified board, with annual election of trustees.

•Plurality vote standard in trustee elections with resignation policy.

•Four out of five trustee nominees are independent; Audit, Compensation and Nominating and Governance Committees each entirely comprised of independent trustees.

•Independent trustees meet without management present.

•Share ownership policy.

•Codes of Conduct for trustees, officers and employees.

•Shareholders can call special meetings.

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 four of our five trustee nominees 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, and David F. Taylor. David K. Holeman is not independent because he is an employee of the Company.

Meetings and Committees of the Board

Our Board met fifteen times during 2021. 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 2021 in which they served as a trustee.

All of our trustees attended our 2021 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	Chair	X
Jeffrey A. Jones		Chair	X
Paul T. Lambert	X	X	Chair
David F. Taylor	X		X
Number of Meetings in 2021	7	6	2

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;

•conducting reasonable prior review of any related party transactions;

•overseeing the Company's ESG Steering Committee; and

•being responsible for matters concerning corporate governance.

The committee currently consists of Nandita V. Berry, Jack L. Mahaffey and David F. Taylor, with Mr. Taylor serving as chair. Effective at the Annual Meeting, Nandita V. Berry will replace David F. Taylor as the chair. Jack L. Mahaffey will no longer be a member and Paul T. Lambert will be added to the committee. 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):

•all 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

•would 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 the Annual Meeting?”

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 chair. 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 chair. Effective at the Annual Meeting, Jack L. Mahaffey will no longer be a member of the committee. 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

The roles of Chairman of the Board and Chief Executive Officer are currently separate. Our Chairman of the Board is an independent trustee. 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, our independent Chairman presides over executive sessions of the independent trustees. The duties of the Chairman 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 , including executive sessions of 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; and

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

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 $150,000 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 Steering 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 Steering Committee is a cross-functional senior management committee of the Company under the oversight of the Nominating and Governance Committee. 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. In 2021, we onboarded an ESG data management software solution to enable us to track electricity, water, gas and trash usage and we expect to submit our initial GRESB real estate assessment in 2022.

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 28, 2022 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 49,145,844 common shares outstanding as of the close of business on February 28, 2022.


Name of Beneficial Owner(1)	Common Shares and Units Beneficially Owned(2)	Percentage Ownership
Named Executive Officers:
David K. Holeman	575,903(3)	1.2%
Christine J. Mastandrea	1,759,484(4)	3.6% (5)
James C. Mastandrea(6)	1,759,484(7)	3.6% (5)
John J. Dee(8)	189,086	*
Bradford Johnson(9)	231,097	*
Non-Employee Trustees:
Nandita V. Berry	25,002	*
Jeffrey A. Jones	22,402	*
Paul T. Lambert	75,787	*
Jack L. Mahaffey	63,584	*
David F. Taylor	20,789	*
All executive officers and trustees as a Group (10 persons) (10) (11)	2,757,145	5.6%

* 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 124,895 restricted common share units. Excludes 135,000 restricted common share units issued pursuant to the 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.

(4)Includes 62,212 restricted common share units. Excludes 67,500 restricted common share units issued pursuant to the 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 1,275,155 common shares and 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.

(5)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.

(6)Mr. Mastandrea was terminated by the Company on January 18, 2022.

(7)Includes 126,431 common shares held by Midwest Development Venture IV, of which Mr. Mastandrea is the general partner and a limited partner and 64,326 OP Units, which are currently redeemable for cash or, at our option, for common shares on a one-for-one basis, with respect to which Mr. Mastandrea has sole investment power. Also includes 231,360 common shares and 62,212 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.

(8)Mr. Dee's employment with the Company ended on February 9, 2022.

(9)Mr. Johnson's employment with the Company ended on February 9, 2022.

(10)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.

(11)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 49,145,844 common shares outstanding as of the close of business on February 28, 2022.


Name and Address of Beneficial Owner	Common Shares Beneficially Owned	Percent of Class
BlackRock Inc. 55 East 52nd Street New York, NY 10055	7,555,899 (1)	15.4%
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355	2,870,698 (2)	5.8%

(1)The indicated ownership is based solely upon an amendment to Schedule 13G/A filed with the SEC by the beneficial owner on January 28, 2022 reporting beneficial ownership as of December 31, 2021. BlackRock, Inc. possessed sole voting power over 7,449,522 common shares and sole dispositive power over 7,555,899 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 February 10, 2022 reporting beneficial ownership as of December 31, 2021. The Vanguard Group, Inc. possessed shared voting power over 30,084 common shares, sole dispositive power over 2,818,927 common shares and shared dispositive power over 51,771 common shares.

EXECUTIVE OFFICERS

The following table sets forth certain information about our current executive officers.


Executive Officers	Age(1)	Position	Recent Business Experience
David K. Holeman	58	Chief Executive Officer (January 2022 - present)	Chief Financial Officer of the Company (2006 - January 2022); 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). Mr. Holeman is a Certified Public Accountant and received a B.B.A. in Accounting from Abilene Christian University.
John S. Hogan	52	Chief Financial Officer (January 2022 - present)	Vice-President / Controller of the Company (2008 - January 2022); Controller, Gexa Energy, a NASDAQ listed retail electricity provider (2004 - 2008); SEC Reporting Manager, Stewart & Stevenson (2001 - 2004). Mr. Hogan is a Certified Public Accountant and received and B.B.A. with majors in Finance and Accounting from Stephen F. Austin State University.
Christine J. Mastandrea	56	Chief Operating Officer (January 2022 - present)	Executive Vice-President of Corporate Strategy of the Company (2013 - January 2022); Independent advisor to the Company (2006 - 2012). Chief Operating Officer of MDC Realty Corporation, a privately investment company (1996 - present). Prior to joining Whitestone, Ms. Mastandrea worked in banking at Robert W. Baird & Co. and advised Whitestone on some of its highest priority projects, including the Company's IPO in 2010. She is also an adjunct professor at the Jones Graduate School of Business at Rice University.
Peter A. Tropoli	50	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. Mr. Tropoli received a B.A. from the University of Texas at Austin and a J.D. from the University of Houston Law School.
Soklin "Michelle" Siv	48	Vice President of Human Resources (February 2022 - Present)	Director of Human Resources (2014 - February 2022); Human Resources Management at WellCare Health Plans (2008 - 2014) and The Home Depot (2004 - 2008). Ms. Siv received a B.S.B.A. from the University of Nebraska with a Major in Business Management.

______________

(1) As of April 1, 2022

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.

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

•Annual retainer fee of $40,000

•Independent Chairman fee of $17,500

•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 2021:


Name(1)	Fees Earned or Paid in Cash ($)	Share Awards(2) ($)	Total ($)
Nandita V. Berry	64,000	50,000	114,000
Jeffrey A. Jones	77,500	50,000	127,500
Paul T. Lambert	42,500	50,000	92,500
Jack L. Mahaffey	39,068	50,000	89,068
David F. Taylor	45,182	50,000	95,182

(1)James C. Mastandrea, who served as our Chairman of the Board and Chief Executive Officer until January 19, 2022 is not included in the table as he was an employee and thus receives no compensation for his services as a trustee in 2021. The compensation received by Mr. Mastandrea is included under “Executive Compensation - Summary Compensation Table” below.

(2)On December 14, 2021, Ms. Berry and Messrs. Jones, Lambert, Mahaffey and Taylor were awarded 5,365 common shares each. 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, 2021 as included in our Annual Report.

PROPOSAL NO. 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION

Dodd-Frank added Section 14A to the Exchange Act, which requires that we provide our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. At the 2017 annual meeting of the Company’s shareholders, the shareholders of the Company voted to approve an advisory resolution on the frequency of non-binding advisory votes to approve the compensation of our NEOs once every year and our Board subsequently determined to hold a non-binding advisory vote to approve the compensation of our NEOs every year until the next advisory vote on the frequency of non-binding advisory votes to approve the compensation of our NEOs, which will occur no later than the 2023 annual meeting of the Company’s shareholders.

As described in detail under the heading “Compensation Discussion and Analysis,” we seek to closely align the interests of our NEOs with the interests of our shareholders. Our compensation programs are designed to reward our NEOs for the achievement of long-term strategic and operational goals and the achievement of increased value for shareholders. The NEOs’ willingness to voluntarily reduce their base salaries to reduce costs and expand their responsibilities to maintain efficient operations with reduced manpower, is a powerful statement of commitment to the long-term success of Whitestone and our shareholders. Our 2008 Plan and 2018 Plan further align the interests of our NEOs with those of our shareholders, as the primary grants to our NEOs pursuant to the 2008 Plan and 2018 Plan provide for performance-based vesting of our shares. We encourage you to carefully review the section of this proxy statement entitled “Compensation Discussion and Analysis” for additional details on our executive compensation program as well as the reasons and processes for how our Compensation Committee determined the structure and amounts of the 2021 compensation of our NEOs.

We are asking our shareholders to indicate their support for the compensation of our NEOs as set forth in this proxy statement. Accordingly, we are asking our shareholders to vote “FOR” the following resolution at the Annual Meeting.

“RESOLVED, that the shareholders of Whitestone REIT approve, on a non-binding advisory basis, the compensation of Whitestone REIT’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, executive compensation tables and narrative discussion, as set forth in this proxy statement.”

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our NEOs, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means that the vote is not binding on the Company, the Board or the Compensation Committee. Nevertheless, the views expressed by our shareholders, whether through this vote or otherwise, are important to us and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

To be approved, Proposal No. 2 (advisory vote on executive compensation), 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 the vote on this proposal, 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.

Our Board recommends that you vote “FOR” the approval, on a non-binding, advisory basis, of the compensation of our NEOs as disclosed in this Proxy Statement.

COMPENSATION DISCUSSION AND ANALYSIS

Recent Management Changes

On January 19, 2022, the Company announced the termination of James C. Mastandrea, Chairman and Chief Executive Officer, the appointment of David F. Taylor as the non-employee Chairman of the Board, the appointment of David K. Holeman as Chief Executive Officer and the appointment of John S. Hogan as Chief Financial Officer.

On February 14, 2022, the Company announced, as part of a leadership transition, the departure of John J. Dee, Chief Operating Officer and Bradford D. Johnson, Executive Vice President of Acquisitions and Asset Management, effective February 9, 2022, and the appointment of Christine Mastandrea as Chief Operating Officer, Peter Tropoli, as Corporate Secretary (in addition his current position as General Counsel) and Michelle Siv as Vice President of Human Resources.

For additional information regarding these changes, see our Form 8-K filed on January 19, 2022, our Form 8-K filed on February 14, 2022 and Note 19 and Item 1A to our Form 10-K, filed on March 11, 2022.

Impact of Management Changes on our 2021 Compensation Disclosures

Since these management changes occurred in 2022, they do not impact the determination of our 2021 named executive officers (the “NEOs”). Consequently, three of our five NEOs are no longer employed by the Company. In the narrative and tabular presentations below, we provided additional disclosures where appropriate regarding the impact of 2022 compensation arrangements on our 2021 compensation disclosures.

Throughout this discussion , the following executives are referred to as NEOs.

•James C. Mastandrea, our former Chairman and Chief Executive Officer

•David K. Holeman, our former Chief Financial Officer and current Chief Executive Officer

•Christine J. Mastandrea, our former Executive Vice President of Corporate Strategy and current Chief Operating Officer

•John J. Dee, our former Chief Operating Officer

•Bradford D. Johnson, our former Executive Vice President of Acquisitions and Asset Management

As noted above, Mr. Mastandrea was terminated by the Company on January 18, 2022, and Messrs. Dee and Johnson's employment with the Company ended on February 9, 2022.

Say-On-Pay Results and Shareholder Engagement

Our Board and our Compensation Committee value the opinions of our shareholders and are committed to ongoing engagement with our shareholders on executive compensation practices. The Compensation Committee specifically considers the results from the annual shareholder advisory vote on executive compensation. At the 2021 annual meeting of shareholders, approximately 87% of the votes cast on the shareholder advisory vote on our executive compensation proposal were in favor of our executive compensation. We believe the results of the 2021 say-on-pay vote demonstrate continued strong shareholder support for our current compensation programs.

SEC Form DEF 14A filed by Whitestone REIT