Lawrence Minich
About Lawrence J. Minich
Independent director of Essential Properties Realty Trust (EPRT) since 2020; age 77. Former CFO and later Special Advisor at Mister Car Wash, with earlier finance roles at Blue Coral and Arthur Andersen; B.S. in Accounting (University of Akron, 1970) and CPA (1972). Serves on the Audit, Nominating & Corporate Governance (NCG), and Investment Committees; designated an Audit Committee Financial Expert. The Board has affirmatively determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hotshine Holdings, Inc. (Mister Car Wash) | Chief Financial Officer | 1999–2013 | Led finance; later transitioned in succession plan |
| Hotshine Holdings, Inc. (Mister Car Wash) | Vice President & Special Advisor | 2014–2019 | Investment committee member; advised on M&A and sale-leasebacks |
| Financial Consultant | Consultant | 1997–1999 | Advisory finance work |
| Blue Coral, Inc. | Senior Vice President & Treasurer | 1981–1996 | Corporate finance; company sold to Quaker State Oil |
| Arthur Andersen & Co. | Audit Department | 1970–1981 | Public accounting experience |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| — | — | 0 | No current public company directorships disclosed |
Board Governance
| Item | Detail |
|---|---|
| Committee Memberships | Audit; Nominating & Corporate Governance; Investment |
| Committee Chairs | Not a chair; Audit Chair: Janaki Sivanesan; NCG Chair: Stephen D. Sautel; Compensation Chair: Joyce DeLucca |
| Audit Committee Expertise | Minich qualifies as an “audit committee financial expert”; financially literate and independent |
| Board & Committee Meetings (2024) | Board met 9 times; Audit met 4; NCG met 4; Investment met 2 |
| Attendance | No director attended fewer than 75% of Board/committee meetings; Minich attended the 2024 annual meeting |
| Independence | Board determined Minich is independent under NYSE rules |
| Executive Sessions | Independent directors meet in executive session after each regular Board meeting |
| Board Leadership | Independent, non-executive Chair (Scott A. Estes) |
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard director cash retainer |
| Audit Committee member fee | $12,500 | Member (non-chair) |
| NCG Committee member fee | $7,500 | Member (non-chair) |
| Investment Committee fee | $0 | No separate retainer for Investment Committee service |
| Cash total | $80,000 | Matches 2024 Director Compensation Table for Minich |
Performance Compensation (Director Equity – 2024)
| Equity Element | Grant Value | Unvested RSUs (12/31/2024) | Vesting Terms |
|---|---|---|---|
| Annual RSU grant | $100,000 | 3,631 RSUs | Vests on the earlier of (i) first anniversary of grant or (ii) next annual meeting, subject to continued Board service |
Directors receive time-based RSUs only; no disclosed performance metrics apply to director equity (performance metrics apply to NEO programs, not directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed (count: 0) |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
| Skill/Experience Area | Minich |
|---|---|
| REIT/Public Company Board | Yes |
| Public Company Leadership | No |
| Real Estate Operations | Yes |
| Real Estate Finance | Yes |
| Finance & Capital Markets | Yes |
| Accounting & Tax | Yes |
| Retail/Commercial Operations | Yes |
| Legal | No |
Equity Ownership
| Holder | Shares/OP Units Beneficially Owned | % of Shares Outstanding | Pledging | Notes |
|---|---|---|---|---|
| Lawrence J. Minich | 23,988 | <1% | No pledging by directors permitted; company states no shares of any director/executive have been pledged, except for accounts that may use margin borrowing secured by securities in such accounts | Ownership table as of 3/21/2025; anti-hedging/anti-pledging policies in place |
| Director Stock Ownership Guideline | 5x base annual cash retainer | — | 50% of stock granted must be retained until guidelines met | Directors generally required to reach within 5 years of election; base retainer $60,000 implies $300,000 guideline value for Minich; retention requirements apply |
Governance Assessment
- Committee assignments align with Minich’s finance background; designation as Audit Committee Financial Expert strengthens oversight of reporting, controls, and auditor independence .
- Independence, regular executive sessions, and fully independent committees support board effectiveness and investor confidence; no related-party transactions disclosed in 2024-through filing date .
- Compensation mix is balanced: cash fees reflect committee work; equity is time-based RSUs that vest at the next annual meeting/anniversary, enhancing alignment without short-term performance gaming; robust anti-hedging/pledging policies mitigate misalignment risks .
- Ownership: beneficial stake is modest (<1%); stock ownership guidelines (5x cash retainer, retention of 50% of granted shares until compliance) provide structured alignment, with five-year window from 2020 election .
- Shareholder sentiment: Say-on-Pay approved in 2025 (141,899,629 for; 7,021,742 against; 184,501 abstentions; 7,192,620 broker non-votes), and auditor ratification passed; 83.2% of shares voted—signals constructive investor engagement alongside >180 investor meetings in 2024 .
Red Flags: None apparent—no related party transactions, no hedging/pledging by directors permitted, attendance ≥75%, and no disclosed interlocks. Age and board refresh noted broadly; the board emphasizes refresh and diversity, with independent chair and ongoing evaluations of committees and ESG/cyber oversight via NCG.