Scott Estes
About Scott A. Estes
Scott A. Estes, age 54, is an independent director of Essential Properties Realty Trust (EPRT) and has served on the board since 2018; he became non-executive Chair in January 2024 . He previously served as CFO of Welltower Inc. (2006–2017) after roles at Deutsche Bank Securities (Senior Equity Research Analyst, 2000–2003), Bank of America Securities (Vice President, 1998–1999), and Morgan Stanley (Associate Analyst/Vice President, 1994–1997), and holds a B.A. in Economics from the College of William & Mary (1993) . Estes currently chairs the Board’s executive sessions and is designated an “audit committee financial expert,” reflecting deep finance and public-company governance credentials . He is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welltower Inc. | Executive Vice President–Chief Financial Officer; earlier CFO and VP Finance | 2003–2017 (VP Finance 2003–2006; CFO 2006–2017) | Led finance for a large S&P 500 REIT; extensive capital markets and reporting experience |
| Deutsche Bank Securities | Senior Equity Research Analyst & Vice President (Healthcare REITs/Services coverage) | 2000–2003 | Sell-side research, sector expertise |
| Bank of America Securities | Vice President | 1998–1999 | Equity research/finance roles |
| Morgan Stanley | Associate Analyst & Vice President | 1994–1997 | Equity research/analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBG Smith Properties (NYSE) | Board of Trustees; Audit Committee Chair | Current (start date not disclosed) | Chairs Audit; governance and financial oversight |
| American Healthcare REIT, Inc. (NYSE) | Board of Directors; Audit Committee Chair | Since Aug 2022 | Chairs Audit; healthcare real estate governance |
Board Governance
| Attribute | Details |
|---|---|
| Board leadership | Independent non-executive Chair; roles of Chair and CEO separated |
| Committees | Audit (member); Compensation (member); both fully independent committees |
| Audit expertise | Board determined Estes qualifies as an “audit committee financial expert” |
| Executive sessions | Non-employee directors meet after each regular Board meeting; chaired by Estes |
| Independence | 6 of 7 directors independent; Estes independent |
| Meetings & attendance | Board met 9 times in 2024; no director attended fewer than 75% of Board/committee meetings |
| ESG/cyber oversight | NCG Committee oversees ESG/cyber; Audit oversees ESG strategy/policies |
Fixed Compensation
| Metric (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $202,000 | Includes $60,000 annual retainer; $120,000 Chair retainer; Audit member $12,500; Compensation member $7,500 |
| Stock Awards (RSUs) | $100,000 | Grant calculated by dividing $100,000 by stock price at grant; rounded down |
| Total | $302,000 | Sum of cash + RSU grant-date fair value |
| Director Compensation Structure | Amount | Vesting/Terms |
|---|---|---|
| Annual cash retainer (non-employee director) | $60,000 | Annual; pro-rated for partial-year service |
| Board Chair additional cash retainer | $120,000 | Annual |
| Audit Committee member retainer | $12,500 | Annual; Chair receives $25,000 (Estes is a member, not chair) |
| Compensation Committee member retainer | $7,500 | Annual; Chair receives $15,000 |
| Nominating & Corporate Governance member retainer | $7,500 | Annual; Chair receives $15,000 |
| Investment Committee retainer | $0 | No separate cash retainer |
| Annual RSU grant | $100,000 | Vests on the earlier of first anniversary or next annual meeting, subject to service |
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity awards | RSUs only | Time-based; no performance-based criteria are used for non-employee directors |
| Unvested RSUs (as of 12/31/2024) | 3,631 units | Per director, including Estes |
Other Directorships & Interlocks
| Company | Relationship to EPRT | Interlock/Conflict Notes |
|---|---|---|
| JBG Smith Properties (office/mixed-use REIT) | No disclosed transactions with EPRT | No related party transactions reported in 2024; oversight roles only |
| American Healthcare REIT, Inc. (healthcare REIT) | No disclosed transactions with EPRT | No related party transactions reported in 2024; oversight roles only |
Related-party transactions: The Company reported no related party transactions during 2024 and through the proxy date, and none currently proposed .
Expertise & Qualifications
- Former CFO of a large, publicly traded REIT; extensive capital markets, accounting, and investor-facing experience .
- Designated “audit committee financial expert” at EPRT; audit committee chair roles at two NYSE-listed REITs .
- Deep REIT sector knowledge from both operator and advisory roles (sell-side research and multiple finance leadership positions) .
- Chairs independent executive sessions, reinforcing board oversight quality and independence .
Equity Ownership
| Ownership Detail | Amount/Status |
|---|---|
| Total beneficial ownership (shares and OP Units) | 98,785; less than 1% of outstanding |
| Unvested RSUs outstanding (12/31/2024) | 3,631 units |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and executive officers |
| Pledged shares disclosure | No pledged shares reported; note: securities in margin accounts may, from time to time, utilize margin borrowing secured by held securities |
| Director stock ownership guideline | Required to own ≥5× base annual cash retainer within 5 years; must retain 50% of stock granted until guideline met |
Governance Assessment
- Board effectiveness: Independent Chair with robust committee independence and formal executive sessions led by Estes; Board met 9 times in 2024 with satisfactory attendance; Estes serves on Audit and Compensation—roles aligned with his finance background .
- Pay-for-performance and shareholder alignment: Director comp is modest and balanced (Estes cash $202k; RSUs $100k), with time-based vesting and ownership guidelines (5× retainer; 50% retention) promoting long-term alignment; anti-hedge/pledge policies strengthen alignment .
- Shareholder signals: Strong say-on-pay support—approximately 98% approval at the 2024 annual meeting; 2025 vote passed with 141,899,629 For, 7,021,742 Against, 184,501 Abstain, indicating continued investor confidence in compensation oversight .
- Conflicts/related parties: No related-party transactions involving directors disclosed; external board roles in other REITs present oversight benefits and sector expertise with no disclosed transactional conflicts; continue monitoring time commitments and any future inter-company dealings .
- Risk indicators: No legal/investigation red flags disclosed; clawback policy in place; no tax gross-ups; no single-trigger change-of-control vesting in executive programs (supports overall governance rigor) .
Overall: Estes’ profile—REIT CFO pedigree, audit leadership across public boards, and independent Chair role—supports strong governance and investor confidence; watch items include multi-board obligations and margin account disclosure language related to pledging (policy prohibits pledging, but margin arrangements warrant ongoing monitoring) .
Appendices (Key references)
- Committee charters, independence, and oversight scope (Audit, Compensation, NCG, Investment): .
- Director compensation structure and RSU terms: .
- Beneficial ownership table and margin note: .
- Board characteristics (refreshment, independence, diversity): .
- Annual meeting vote results (Item 5.07 8-K): .