Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Joseph C. Bencivenga as a Member of the Board of Directors
On January 11, 2022, Joseph C. Bencivenga informed the board of directors (the
"Board") of Broad Street Realty, Inc. (the "Company") of his resignation as a
member of the Board, effective immediately. Mr. Bencivenga's resignation was not
the result of any disagreements with the Company. Mr. Bencivenga also served as
a member of the Nominating and Corporate Governance Committee of the Board.
Appointment of Donna Brandin as a Member of the Board of Directors
On January 12, 2022, the Board appointed Donna Brandin as a member of the Board,
effective immediately, to fill the vacancy created by the resignation of Mr.
Bencivenga. Ms. Brandin will serve until the Company's 2022 annual meeting of
stockholders or until her successor is duly elected and qualifies.
The Board affirmatively determined that Ms. Brandin is independent within the
meaning of the OTCQX Rules for U.S. Companies. Ms. Brandin has not been named to
any Board committees at this time.
Ms. Brandin serves on the board of directors of Nuveen Global Cities REIT, Inc.,
a public, non-listed real estate investment trust ("REIT"), where she serves as
the chairperson of the Audit Committee. Ms. Brandin also serves on the board of
directors of Cion Man Residential REIT, Inc., a non-public REIT, where she
serves as the chair of the Audit Committee. From April 2008 to June 2018, she
served as the Executive Vice President, Chief Financial Officer and Treasurer of
the Lightstone Group. In addition, during this time period she served as Chief
Financial Officer, Treasurer and Principal Accounting Officer of five public,
non-listed REITs sponsored by the Lightstone Group. From October 2014 to June
2018, Ms. Brandin served as a director of Lightstone Enterprises Limited. From
October 2019 to October 2021, Ms. Brandin served on the strategic advisory board
of eResi for Prominent NYC Family Office, a company focused on launching
investment products based on a technology efficient platform. From July 2019 to
May 2021, Ms. Brandin served on the board of directors of Invesque Inc. (TSX:
IVQ), a healthcare real estate company, where she served as chair of the Audit
Committee. Prior to joining the Lightstone Group in April 2008, Ms. Brandin held
the position of Executive Vice President and Chief Financial Officer of US Power
Generation from September 2007 through November 2007. From July 2004 to
September 2007, Ms. Brandin was the Executive Vice President and Chief Financial
Officer of Equity Residential (NYSE: EQR), the largest publicly traded
multifamily REIT in the country. Ms. Brandin holds a B.S. in Business
Administration: Accounting from Kutztown University and a Master's degree in
Finance from St. Louis University. In 2021, Ms. Brandin completed the Corporate
Directors Certificate Program at Harvard Business School of Executive Education.
Ms. Brandin's compensation as a director will be consistent with the
compensation policies applicable to the Company's other non-employee directors.
Ms. Brandin also is expected to enter into an indemnification agreement with the
Company substantially in the form attached as Exhibit 10.17 to the Company's
Current Report on Form 8-K, filed on December 27, 2019.
There were no arrangements or understandings between Ms. Brandin and any other
persons pursuant to which Ms. Brandin was selected as a director. Neither Ms.
Brandin nor any member of her immediate family has or had a direct or indirect
interest in any transaction in which the Company or any of its subsidiaries is
or was a participant that would be required to be disclosed under Item 404(a) of
Regulation S-K.
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