Former Whitestone REIT CEO Seeks to Replace Board as Houston Takeover Pressure Grows

Former Whitestone REIT CEO James Mastandrea has launched a fresh effort to remove and replace the entire board of the Houston-based real estate investment trust. The move marks the latest escalation in a leadership battle tied to takeover interest and questions about the company’s strategic direction. Whitestone REIT, a retail-focused firm with a major presence in Houston, has been under increasing pressure from investors seeking changes in governance and long-term planning.

Mastandrea, who led the company for more than 15 years before being removed in 2022, has been openly critical of the current board. He argues that the trustees have mismanaged the REIT and weakened shareholder confidence. His plan seeks to replace every current board member with a slate of new candidates, marking one of the most aggressive challenges yet to the company’s leadership.

The filing follows recent news that Whitestone has attracted attention from potential buyers. Investors have raised concerns about whether the existing board is prepared to negotiate effectively or consider offers that may unlock value. Mastandrea insists that his proposed board would be better positioned to guide the company through any acquisition talks.

Why the leadership fight matters for Houston

Whitestone REIT manages numerous retail and mixed-use properties across Houston, making the company’s stability important for local tenants, employees, and surrounding communities. A prolonged leadership struggle could delay major projects or impact real estate decisions in several neighborhoods. Houston’s competitive commercial real estate market makes strong governance vital for investor confidence and for the continued development of retail centers in growing corridors.

The dispute also comes at a time when REITs nationwide are facing pressure from evolving consumer spending patterns and higher interest rates. Analysts note that companies with strong management alignment tend to weather market shifts more effectively. As a major employer and property manager in the region, Whitestone’s trajectory could influence broader economic activity.

What’s next?

Mastandrea’s proposal now moves to the company’s shareholders, who will ultimately decide whether the board should be replaced. Whitestone’s trustees have pushed back, arguing that the former CEO’s actions are self-serving and destabilizing. They also maintain that the company is already on a stronger financial path.

Shareholders are expected to receive additional information in the coming weeks as the debate intensifies. If a full board replacement occurs, Whitestone could shift its strategic direction significantly — particularly regarding takeover discussions, property acquisitions, and long-term growth priorities.

This article is a summary of reporting by The Business Journals. Read the full story here.