James C. Mastandrea Announces Proposal to Replace Whitestone REIT (WSR) Board After Years of Underperformance

Market Cap: $713 million | Whitestone REIT is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.

James C. Mastandrea

On January 2, 2026, James C. Mastandrea, a long-time shareholder of Whitestone REIT, announced plans to file a preliminary proxy and nominate a full slate of six independent trustees at the 2026 annual meeting to replace the current board, citing years of share-price underperformance, persistent discounts to NAV, weak external growth, poor capital allocation, and excessive executive compensation. Mastandrea criticized the board for strategic missteps, dilution from equity issuance below NAV, shrinking portfolio size, elevated costs, litigation spending, and weak governance, arguing these failures have eroded shareholder value despite favorable Sun Belt market dynamics. He believes a reconstituted board with deep real estate and capital-markets expertise can reset strategy, restore accountability, improve operations and capital discipline, and ultimately unlock value through improved performance or a strategic sale or liquidation of assets. Source

Erez Asset Management

• On March 7, 2024, Erez Asset Management stated its plans to nominate two candidates for the Board at the 2024 annual meeting. They highlighted Whitestone's underperformance and urged shareholders to question management during a conference call, focusing on issues like rejecting a premium buyout offer, value-destructive asset sales, high public company costs, excessive debt levels, and the board's lack of relevant experience. Source
• On March 19, 2024, Erez Asset Management nominated two candidates for election to the Board at the 2024 AGM.
• On April 2, 2024, Erez Asset Management filed proxy materials seeking support for its nominees.
• On April 9, 2024, Erez Asset Management filed proxy materials urging shareholders to vote for their nominees and withhold votes from current trustees Taylor and Berry.
• On April 22, 2024, Erez Asset Management issued the Investor Presentation titled “Change is Needed at Whitestone: Erez Offers a Path to Restoring Value for Shareholders.”
• On April 26, 2024, Erez Asset Management filed proxy materials urging shareholders to vote for their nominees. It sent a letter to the shareholders highlighting the company's underperformance compared to peers, inefficient operations, and questionable governance practices.
• On April 30, 2024, ISS supports Erez's nominees, Bruce Schanzer and Catherine Clark, for the board of directors, while advising shareholders to withhold support from Whitestone's nominees, David Taylor and Nandita Berry. Source
• On May 6, 2024, Erez Asset Management reiterated the need for change at Whitestone REIT and rebutted accusations made by Whitestone regarding a potential acquisition offer. Erez clarified it wasn't pursuing an acquisition and criticized Whitestone's misleading allegations. Source
• On May 14, 2024, the company announced that based on the preliminary vote count at the Company’s 2024 AGM, all six Whitestone’s nominees have been re-elected to the Board. Source

KBS Strategic Opportunity REIT

In mid-2017, KBS Strategic Opportunity REIT disclosed a 7.1% stake and aimed to align management and shareholder interests by discussing changes to compensation. By December 2017, their stake rose to 9.36%, prompting a notice to nominate trustees and propose declassifying the Board. They filed proxy materials in March and April 2018, urging support for their nominees and proposals. Despite ISS's recommendation, their candidates weren't elected at the May 2018 AGM, but the proposal to declassify the Board passed. By December 2018, KBS reduced its stake to 4.99%.