Heather Neary
About Heather L. Neary
Independent director at Essential Properties Realty Trust since 2020; age 49. Currently President & CEO of Taco John’s (since March 2024), with prior senior leadership at KBP Brands (Brand President/KBP Bells, 2021–Jan 2024) and Auntie Anne’s (President, 2015–2021; joined in 2005, rising through marketing) — bringing QSR operations, franchise leadership, and consumer marketing expertise. Education: B.A., Millersville University (1999); M.B.A., Penn State University (2009). Board and industry roles include the National Restaurant Association and Women’s Foodservice Forum boards, plus advisory roles at Penn State Harrisburg and Alex’s Lemonade Stand Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taco John’s | President & CEO | Mar 2024–present | Leads 400-unit QSR franchise; operational leadership and brand strategy |
| KBP Brands (KBP Bells) | Brand President | Mar 2021–Jan 2024 | Oversight across Taco Bell/KFC/Arby’s properties; franchise operations and performance |
| Auntie Anne’s | President | Nov 2015–Jan 2021 | Led marketing, operations, R&D, product innovation; franchisee leadership |
| Auntie Anne’s | VP, Global Marketing (prior) | Pre-2015 | Consumer-facing marketing, brand growth |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| National Restaurant Association | Director | Current |
| Women’s Foodservice Forum | Director | Current |
| Penn State Harrisburg | Board of Advisors | Current |
| Alex’s Lemonade Stand Foundation | Advisory Board | Current |
Board Governance
- Committees: Compensation Committee member; Nominating & Corporate Governance (NCG) Committee member; not a chair. All standing committees are fully independent .
- Independence: Board has affirmatively determined Neary is independent under NYSE rules .
- Attendance: Board met nine times in 2024; no director attended fewer than 75% of Board/committee meetings; Neary attended the 2024 annual meeting of stockholders .
- Executive sessions: Non‑employee directors meet in executive session after each regular Board meeting .
- Election support: 2025 stockholder vote for director election showed strong support (see table below) .
2025 Director Election Vote – Heather L. Neary
| For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|
| 145,974,550 | 0 | 3,131,322 | 7,192,620 |
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Fees | Chair Fees | Equity (RSUs grant-date value) | Total | Unvested RSUs at 12/31/2024 |
|---|---|---|---|---|---|---|
| 2024 | $60,000 | $15,000 (Comp + NCG) | $0 | $100,000 | $175,000 | 3,631 |
- Program design: Non‑employee directors receive $60k annual cash retainer plus $7.5k per committee (Compensation; NCG; Audit $12.5k; chairs: Comp/NCG $15k; Audit $25k; Board Chair +$120k). Annual RSU award of $100k vests at the earlier of one year or next annual meeting, subject to service .
Performance Compensation (Director)
- No performance‑based cash or equity disclosed for non‑employee directors; RSUs are time‑vested as described above .
- Company‑wide clawback policy applies to incentive compensation in event of material restatement, per NYSE/Dodd‑Frank requirements .
Other Directorships & Interlocks
| Public Company Boards (current) | Committee Roles Elsewhere | Interlocks/Conflicts |
|---|---|---|
| None (EPRT proxy lists 0 for Neary) | NRA and WFF boards (non‑profit); advisory roles at Penn State Harrisburg and Alex’s Lemonade Stand | Compensation Committee interlocks: none; no insider participation; committee members not employees |
Expertise & Qualifications
- Skills matrix: REIT/Public Co board experience; real estate operations; real estate finance; retail/commercial operations; consumer marketing and franchise management — all identified by the Board as relevant to EPRT’s business model .
- Board refreshment/diversity: Elected Jan 2020; Board is 86% independent; 43% female; average tenure 6 years .
Equity Ownership
| Holder | Beneficial Ownership (Shares/OP Units) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Heather L. Neary | 23,088 | <1% | Address c/o EPRT; no pledges, except securities may be held in accounts that may utilize margin borrowing; directors prohibited from pledging company securities |
- Director stock ownership guidelines: Directors expected to own shares equal to at least 5x base annual cash retainer within five years; must retain 50% of stock granted until guidelines met .
Insider Trades (Form 4 – 2025)
| Date | Transaction | Shares | Price | Ownership After |
|---|---|---|---|---|
| 2025-05-14 | Acquisition (likely RSU-related) | 3,818 | $0 | 26,906 (reported) |
| 2025-10-14 | Acquisition (RSU grant) | 1,229 | $0 | Not stated |
| 2025-05-19 | Form 4 filing (ownership change record) | — | — | Filing reference |
| 2025-05 (SEC XML instance) | Form 4 record (Neary) | — | — | Source filing |
Note: Form 4 acquisitions at $0 typically reflect RSU grants or vesting; EPRT’s insider trading policy prohibits hedging/short sales and bans pledging by directors .
Governance Assessment
- Strengths: Independent director with deep QSR/franchise operations expertise aligned to EPRT’s tenant base; active on Compensation and NCG committees; solid attendance; director equity grants with time-based vesting and stock ownership guidelines promote alignment; no related party transactions disclosed for 2024; Compensation Committee uses independent consultant (FPC) and maintains clawback policy; Say‑on‑Pay support was ~98% in 2024 indicating broad investor approval of pay practices .
- Potential conflicts and mitigants: Sector overlap (Neary is CEO of a QSR brand; EPRT invests in service/experience-oriented tenants, including restaurants) could present perceived conflicts if her employer were ever a tenant; mitigants include a formal related‑party policy requiring approval by independent directors and director recusal; the Company disclosed no related‑party transactions in 2024 .
- Signals: Strong stockholder support in 2025 director election; independent, fully independent committees; regular executive sessions; robust ESG and governance oversight via NCG and Audit committees .
RED FLAGS
- None disclosed for Neary: no related‑party transactions, no compensation committee interlocks, and anti‑hedging/pledging policies in place .