common stock and any person who is or was known to be an immediate family member of any of the foregoing); provided that any director who has a direct or indirect material interest in the affiliate transaction shall recuse himself or herself from voting on any such affiliate transaction.
Insider Trading Policy
Our Board of Directors has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers, and employees. The policy prohibits our directors, officers, employees, and any entities they control from engaging in transactions in the Company’s securities, including common stock and preferred stock, if those persons are in possession of material non-public information. It includes a number of exceptions, such as when the transaction is effected pursuant to a plan or arrangement that is compliant with Rule 10b5-1 under the Exchange Act. The policy also sets out particular blackout periods during which no trading may typically occur. Scheduled blackout periods occur during the periods commencing on the first trading day following the end of each fiscal quarter and ending at the close of trading on the first full trading day after quarterly or annual earnings are released to the public, and additional event-specific blackout periods can be imposed. We believe the Insider Trading Compliance Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards applicable to us.
Timing of Equity Grants
All equity grants made to executive officers must be either directly approved by the compensation committee of our Board of Directors or through delegated authority. The compensation committee of our Board of Directors does not currently take material non-public information into account when determining the timing of equity grants, and we do not time nor do we plan to time the release of material, non-public information for the purpose of affecting the value of employee or director compensation. During 2024, we did not grant stock options (or similar awards).
Compensation of Executive Officers
This discussion outlines our executive compensation policies and decisions as they relate to the Company’s named executive officers. The named executive officers for 2024 were Aaron S. Halfacre, our Chief Executive Officer and President, Raymond J. Pacini, our Executive Vice President, Chief Financial Officer, Secretary and Treasurer, and Mr. John C. Raney, our Chief Operating Officer and General Counsel. Messrs. Halfacre, Pacini and Raney received annual salaries of $250,000, 285,000 and $285,000, respectively during 2024. The named executive officers for 2023 and 2022 were Messrs. Halfacre and Pacini. Messrs. Halfacre and Pacini received annual salaries of $250,000 and 275,000, respectively during 2023 and 2022.
On January 25, 2021, the compensation committee of our Board of Directors recommended, and our Board of Directors approved, the grant of 170,667 restricted units of Class R limited partnership interest (the “Class R OP Units”) in Modiv Operating Partnership, LP, our operating partnership (the “Operating Partnership”), to Mr. Halfacre as equity incentive compensation for the next three years, and the grant of 33,333 Class R OP Units to Mr. Pacini as equity incentive compensation for the next three years. The Class R OP Units vested as of March 31, 2024.
On December 31, 2019, we entered into restricted units award agreements (each, an “Award Agreement”) with each of Messrs. Halfacre and Pacini regarding the grant of 40,000 units of Class P limited partnership interest in the Operating Partnership (the “Class P OP Units”) to Mr. Halfacre and 16,029 Class P OP Units to Mr. Pacini. The Class P OP Units vested as of March 31, 2024.
The Class P OP Units and Class R OP Units were intended to be treated as “profits interests” in the Operating Partnership, which were non-voting, non-dividend accruing, and were not able to be transferred or exchanged prior to the earlier of (1) March 31, 2024, (2) a change of control (as defined in the Third Amended and Restated Limited Partnership Agreement of the Operating Partnership (as amended, the “OP Agreement”)), or (3) the date of the employee’s involuntary termination without cause (as defined in the relevant Award Agreement) (collectively, the “Lockup Period”).
Following the expiration of the Lockup Period, the Class P OP Units were automatically converted into units of Class C limited partnership interest in the Operating Partnership (the “Class C OP Units”) at a conversion ratio of 1.6667 Class C OP Units for each one Class P OP Unit.