Stephen Sautel
About Stephen D. Sautel
Stephen D. Sautel, age 56, is an independent director of Essential Properties Realty Trust, Inc. (EPRT) and has served on the board since 2018; he currently chairs the Nominating and Corporate Governance Committee (NCG) . He is a CFA charterholder with a B.B.A. from the University of Kentucky (1991) and an M.B.A. from the University of Michigan (1996) . His background includes co-founding Guggenheim’s credit investing business and senior operating roles overseeing investment management operations . EPRT’s board is majority independent and led by an independent non-executive chair, with fully independent committees and regular executive sessions of non-employee directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guggenheim Capital, LLC | Senior Managing Director; Chief Operating Officer, Investments Business | 2001–2014 | Co-founded credit investing business; supervised investment management operations |
| Guggenheim Partners Investment Management Holdings, LLC | Director | 2014–2018 | Board oversight at diversified institutional investment manager |
| J.H. Whitney & Co. | Investment professional | Pre-2001 | Principal investing experience |
| First Chicago Capital Markets | Investment professional | Pre-2001 | Capital markets experience |
| Arthur Andersen & Co. | Professional | Pre-2001 | Accounting/finance grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Horizon Acquisition Corporation II (SPAC) | Director | 2021–2023 | Prior public company board service via SPAC |
| CBAM Holdings, LLC | Director | 2017–2022 | Sold to affiliates of Carlyle Group in 2022 |
| Various private companies | Director | Ongoing | Boards across business services, manufacturing, distribution and real estate (as noted historically) |
| Current public company boards | — | — | None currently (Other Public Company Boards = 0) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Sautel is independent under NYSE listing standards . |
| Committee memberships | NCG Committee (member and Chair); not on Audit, Compensation, or Investment Committees . |
| NCG oversight scope | Director nominations, corporate governance guidelines, ESG strategy, cyber risk oversight, annual Board/committee/management evaluations; met 4 times in 2024 . |
| Board activity | Board met 9 times in 2024; no director attended fewer than 75% of Board and committee meetings . |
| Executive sessions | Non-employee directors meet in executive session after each regular Board meeting . |
| Board leadership | Independent non-executive Board Chair (Scott A. Estes) . |
| Anti-hedging/pledging policy | Company prohibits hedging and prohibits directors and executive officers from pledging or encumbering Company securities; short sales prohibited . |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $60,000 |
| NCG Committee chair cash retainer | $15,000 |
| Other committee member fees | Not applicable (no Audit/Comp memberships; Investment Committee has no separate retainer) |
| Total cash fees earned | $75,000 |
Performance Compensation
| Equity Element | Detail |
|---|---|
| Annual RSU grant (2024) | $100,000 grant-date fair value; RSUs vest on the earlier of the first anniversary of grant or the first annual meeting after the grant, subject to continued service . |
| Unvested RSUs outstanding (12/31/2024) | 3,631 RSUs . |
| Options | None disclosed for directors . |
| Performance linkage | Director RSUs are time-based; no director-specific performance metrics disclosed for vesting . |
Other Directorships & Interlocks
- Current public company boards: None (reduces potential public-company interlocks) .
- Prior public company/SPAC: Horizon Acquisition Corporation II (2021–2023); CBAM Holdings (sold to Carlyle in 2022) .
- Related-party transactions: Company disclosed no related party transactions during 2024 and through the proxy date; directors with any interest would be recused under policy .
Expertise & Qualifications
- Investment/credit expertise: Co-founded and led credit investing at Guggenheim; broad industry familiarity from private equity, capital markets, and investment management roles .
- Legal/accounting awareness: Early-career experience at Arthur Andersen supports financial literacy; board determined all committee members are independent; Audit Committee members designated financial experts (Sautel is not on Audit) .
- ESG/cyber oversight: As NCG Chair, oversees ESG strategy and cyber risk monitoring at an enterprise level .
Equity Ownership
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Beneficial ownership (shares + OP Units) | 261,786 | 264,181 | 268,504 | 272,492 | 178,785 |
| Ownership % of outstanding | <1% | <1% | <1% | <1% | <1% (based on 187,780,310 shares) |
| Unvested RSUs (12/31/2024) | — | — | — | 3,631 | — |
Notes:
- Stock ownership guidelines: Independent directors must own shares equal to at least 5x the base annual cash retainer within five years of election; directors must retain 50% of stock granted until guidelines are met .
- Pledging/hedging: Prohibited for directors; company also states no shares beneficially owned by executive officers/directors have been pledged, except that accounts may utilize margin borrowing secured by securities held—investors should reconcile this with anti-pledging policy; no individual pledging by Sautel is disclosed .
Governance Assessment
- Strengths: Independent status; chairs NCG with explicit oversight of ESG and cybersecurity; fully independent committees; regular executive sessions; robust governance policies (no poison pill; opted out of certain Maryland anti-takeover statutes; stockholder bylaw amendment rights) supporting investor alignment . Say-on-pay support was ~98% in 2024, indicating strong shareholder endorsement of pay practices (context for broader governance environment) . No related-party transactions disclosed in 2024, reducing conflict risk .
- Director compensation alignment: Balanced mix with meaningful equity ($100k RSUs) and modest cash retainers; NCG chair fee consistent with governance workload; absence of perquisites, tax gross-ups, and single-trigger CIC accelerations further signals shareholder-friendly practices .
- Risk indicators and watch items: Reported beneficial ownership decreased in 2025 versus 2024 (178,785 vs. 272,492), which may warrant monitoring of Form 4 filings for context; no disclosure of pledging, and policies prohibit hedging/pledging, though margin account language in the proxy merits attention for consistency . Attendance met thresholds, and the Board met nine times in 2024, indicating active engagement .
Overall signal: As NCG Chair with deep credit/investment experience and independence, Sautel is positioned to enhance board effectiveness in ESG/cyber oversight and governance rigor; lack of related-party ties and a shareholder-leaning policy set support investor confidence, with ownership trend in 2025 a data point to monitor rather than a standalone red flag .