Kristin Smallwood
About Kristin Smallwood
Independent director elected July 15, 2025 to serve until the 2026 annual meeting; designated “independent” and “audit committee financial expert.” Nearly 30 years at PwC (partner 2006–2025) serving complex public-company audits, transaction services, and sector leadership (US Automotive Assurance Sector Leader, 2015–2018). Education: B.A. in Economics (Albion College, 1991) and MBA in Finance (University of Michigan, 1996); Certified Public Accountant. Assigned to EPRT’s Audit Committee on election; Board expanded to eight members, seven independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner; audit and audit-related services; Transaction Services non-audit work | 2006–2025 | Led complex accounting/audit, risk management, regulatory and SEC reporting for public clients; sale-leaseback and purchase price allocation expertise |
| PwC | US Automotive Assurance Sector Leader | 2015–2018 | Sector leadership across automotive assurance |
| Michigan National Bank | Commercial Lending | 1991–1994 | Credit/lending experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Way for Southeastern Michigan | Board Director; Audit Committee Chair | Not disclosed | Leads audit oversight |
| Inforum (women-in-business nonprofit) | Board Director | Not disclosed | Governance, career acceleration initiatives |
Board Governance
- Committee assignment: Audit Committee member as of July 15, 2025; Board determined Smallwood is “independent” and a “financial expert” under NYSE standards.
- Board composition signal: Board expanded to eight; seven independent. Strengthens financial oversight bench with another audit-qualified director.
- EPRT governance policies relevant to directors: independent non-executive Chair, fully independent Audit/Compensation/NCG/Investment committees, regular executive sessions without management, annual board/committee self-assessments.
- Attendance disclosure context: In 2024, the Board met nine times; no director attended fewer than 75% of Board/committee meetings. (Note: pre-dates Smallwood’s tenure.)
- ESG/cyber oversight framework: Nominating & Corporate Governance Committee and Audit Committee lead ESG and disclosure oversight; Board updated quarterly.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $82,500 | Prorated for election date; reflects current director pay terms disclosed in 8-K |
| Annual RSU grant | $120,000 | Prorated for election date; commensurate with other independent directors under updated terms |
| Onboarding RSU grant | $100,000 | Additional award in connection with election |
| Indemnification agreement | Standard EPRT director indemnification (Maryland law) – | Provides for indemnification/expense advancement; D&O insurance maintenance, change-in-control provisions |
Vesting mechanics (director RSUs): Non-employee director RSUs are scheduled to vest on the earlier of the first anniversary of grant or the next annual meeting, subject to continued service.
Performance Compensation
- EPRT director pay is not tied to operating performance metrics; equity awards for directors are time-based RSUs with service-based vesting (no director PSUs disclosed).
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company boards | Public | None disclosed | N/A |
| United Way for Southeastern Michigan | Nonprofit | Board; Audit Committee Chair | No EPRT related-party transaction noted |
| Inforum | Nonprofit | Board | No EPRT related-party transaction noted |
- Related-party/arrangements: No arrangements or understandings related to election; no related-party transactions requiring Item 404(a) disclosure.
Expertise & Qualifications
- Financial reporting and audit: Extensive experience in complex accounting, auditing, risk management, SEC reporting; designated audit financial expert.
- Transactions: Non-audit transaction services including sale-leaseback and purchase price allocation accounting—highly relevant to net-lease REIT underwriting and disclosures.
- Sector leadership: Led PwC US Automotive Assurance; cross-industry audit leadership.
- Credentials: CPA; MBA (Finance); BA (Economics).
Equity Ownership
| Item | Detail |
|---|---|
| RSU awards outstanding (Smallwood) | Annual RSU $120,000; onboarding RSU $100,000; prorated; share counts not disclosed. |
| Director RSU vesting | Earlier of first anniversary or next annual meeting, subject to continued service. |
| Stock ownership guidelines | Independent directors generally required to own shares equal to at least 5× base annual cash retainer within five years of election; 50% of stock granted must be retained until guidelines met. |
| Hedging/pledging policy | Directors prohibited from hedging, short sales, and pledging EPRT securities. |
Governance Assessment
- Board effectiveness: Appointment adds deep audit, SEC reporting, and transaction accounting expertise to Audit Committee, supporting robust financial oversight and disclosure quality—positive for investor confidence.
- Independence & conflicts: Explicit independence determination; no related-party transactions; strengthens majority-independent board composition—favorable governance signal.
- Incentives & alignment: Director pay mix includes meaningful equity via RSUs with standard vesting; stock ownership guidelines and anti-hedge/pledge policies support alignment with shareholders.
- RED FLAGS: None disclosed for Smallwood. No related-party exposure; no hedging/pledging permitted; indemnification terms standard for Maryland REITs. –
Implication: Smallwood’s audit pedigree and transaction expertise (including sale-leaseback accounting) align with EPRT’s net-lease model and should enhance audit committee capacity, reduce disclosure risk, and support capital markets credibility.