Janaki Sivanesan
About Janaki Sivanesan
Independent director of Essential Properties Realty Trust (EPRT) since 2020; age 53. Practicing attorney and private investor with 20+ years’ legal experience, including as a partner at large international firms, focused on M&A, complex financings, restructurings, and cross‑border transactions with knowledge of operations in India. Current outside public company board: Hurco Companies, Inc. (Nasdaq: HURC) since 2008. Education: B.A. in Business Administration (Finance), Kennesaw State University (magna cum laude, 1991); J.D., Case Western Reserve University School of Law (cum laude, 1995) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private equity firm (founding principal) | Founding Principal | Not disclosed | Structured/negotiated private equity and debt investments across technology, healthcare, oil & gas, and real estate development . |
| Large international law firms | Partner | 20+ years (legal experience) | Led/ advised on M&A, complex financings, restructurings; cross‑border manufacturing/outsourcing; knowledgeable on India operations . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hurco Companies, Inc. (Nasdaq: HURC) | Director | Since 2008 | Committee roles not disclosed in EPRT proxy . |
Board Governance
- Current board size: 7; independent non‑executive Chair (Scott A. Estes). Six of seven directors are independent (86%); board diversity: 43% female; average tenure ~6 years as of 12/31/2024 .
- Committee memberships: Audit Committee (Chair), Nominating & Corporate Governance (member), Investment Committee (member) .
- Audit Committee “financial expert”: Board determined Sivanesan qualifies under SEC Item 407(d)(5); Audit Committee met 4 times in 2024 .
- Nominating & Corporate Governance Committee met 4 times in 2024; oversight of ESG and cybersecurity; all members independent .
- Investment Committee met 2 times in 2024; comprised of independent directors .
- Attendance: Board met 9 times in 2024; no director attended fewer than 75% of Board/committee meetings on which they served .
- Executive sessions: Non‑employee directors meet in executive session without management at the conclusion of each regular Board meeting .
Fixed Compensation
| Year | Cash Fees (USD ‘000) | Equity Awards (USD ‘000) | Total (USD ‘000) | Notes |
|---|---|---|---|---|
| 2024 | 91 | 100 | 191 | Annual director program provides $60k cash retainer plus committee chair/member retainers; RSUs of $100k granted under 2023 Incentive Plan; RSUs vest at the earlier of one year from grant or next annual meeting, subject to continued service . |
- 2024 director RSUs outstanding (unvested) for Sivanesan: 3,631 units as of 12/31/2024 .
- Director independence: Board affirmed independence under NYSE rules (includes Sivanesan) .
Performance Compensation
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual director equity grant (RSUs) | Fixed grant value ($100k) | No performance metrics disclosed for director grants | Vest at earlier of one year from grant or next annual meeting, subject to service . |
EPRT’s performance metrics (AFFO/share, Gross Investments, Same Store Rent Growth, Net Debt/EBITDAre, ESG) apply to executive short‑term incentives and are not used for director pay .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Interlocks/Conflicts Noted |
|---|---|---|---|
| Hurco Companies, Inc. | Nasdaq/HURC | Director | None disclosed in EPRT related party section; Company reported no related party transactions in 2024 and through proxy date . |
Expertise & Qualifications
- Legal and transactional expertise: M&A, corporate finance, restructurings, private equity and debt investments across multiple industries; cross‑border experience (manufacturing/outsourcing) and India operations knowledge .
- Audit oversight: Designated Audit Committee financial expert by EPRT’s Board; financially literate per NYSE standards .
- Board skills matrix: Recognized for legal expertise; long experience base (31 years in Board skills table) .
Equity Ownership
| Holder | Shares/OP Units Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Janaki Sivanesan | 21,488 | <1% | As of 3/21/2025; address c/o EPRT; no shares pledged (company prohibits hedging/pledging by directors and executive officers) . |
| Unvested RSUs (12/31/2024) | 3,631 | N/A | Director RSUs outstanding; vesting as described above . |
- Stock ownership guidelines: Directors expected to own shares equal to at least 5× base annual cash retainer within five years of election; directors must retain 50% of stock granted until guidelines met (compliance status for individual directors not disclosed) .
- Anti‑hedging/pledging: Company policy prohibits directors, officers and employees from hedging; prohibits directors and executive officers from pledging Company securities; short sales prohibited .
Governance Assessment
- Strengths: Independent director with Audit Chair role and “financial expert” designation; active participation across Audit, Nominating & Corporate Governance, and Investment Committees with regular meeting cadence; no related party transactions disclosed; robust anti‑hedging/anti‑pledging policies; Board uses executive sessions and maintains independent Chair structure—hallmarks of strong oversight .
- Director compensation alignment: Mix of cash plus time‑based RSUs that vest at annual meeting or one year, promoting service continuity and equity alignment; no performance‑based director metrics disclosed, consistent with market practice for REIT boards .
- Independence and engagement: Board confirmed independence; attendance thresholds met (no director <75%); committees met regularly with defined oversight responsibilities including ESG and cybersecurity .
- Potential conflicts/RED FLAGS: None disclosed—no related party transactions; company prohibits hedging/pledging; beneficial ownership is modest relative to shares outstanding but subject to director ownership guidelines; no director‑specific pledging reported .