Alan Carr
About Alan Carr
Alan Carr, 55, is an Independent Director at NewLake Capital Partners (NLCP), serving on the board since August 2019. He co-founded Drivetrain LLC in 2013 and serves as its Managing Member and CEO, bringing restructuring and special situations expertise; previously he was a Managing Director at Strategic Value Partners (2003–2013) and a corporate attorney at Skadden, Arps (1997–2003) and Ravin, Sarasohn, Baumgarten, Fisch & Rosen. Carr holds a B.A. in Economics from Brandeis University and a J.D., cum laude, from Tulane Law School, and currently serves as a director of Unit Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drivetrain LLC | Co‑Founder, Managing Member & CEO | 2013–Present | Restructuring/special situations leadership |
| Strategic Value Partners | Managing Director | 2003–2013 | Led investments across sectors in North America and Europe |
| Skadden, Arps, Slate, Meagher & Flom | Corporate Attorney | 1997–2003 | Corporate law (restructuring background) |
| Ravin, Sarasohn, Baumgarten, Fisch & Rosen | Attorney | Pre‑1997 (prior to Skadden) | Corporate/bankruptcy practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unit Corporation | Director | Current | Not disclosed in NLCP proxy |
Board Governance
- Independence: The board determined Mr. Carr is independent under OTCQX listing standards .
- Nomination rights/interlocks: Under the Investor Rights Agreement, HG Vora possesses board nomination rights and nominated Alan Carr and Joyce Johnson for the 2025 Annual Meeting, indicating a significant shareholder influence vector on board composition .
- Attendance: In 2024, each director met at least the 75% attendance threshold for board/committee meetings, except for Ms. Johnson (ESG Committee) and Ms. Rollman (joined in December 2024); Carr thus met the threshold .
- Committee structure and assignments:
| Period | Audit | Compensation | Nominating & Corporate Governance | Investment | ESG | Board Role |
|---|---|---|---|---|---|---|
| As of Proxy Date (Apr 25, 2025) | Member | Chair | — | — | — | Director |
| Effective Jun 5, 2025 | Member | — | Chair | — | — | Director |
- 2024 meeting cadence:
| Body | Meetings in 2024 |
|---|---|
| Board of Directors | 12 |
| Audit Committee | 4 |
| Nominating & Corporate Governance Committee | 5 |
| Compensation Committee | 4 |
| ESG Committee | 4 |
| Investment Committee | 3 |
- Governance architecture: Committee charters posted; audit committee financial expert designated; annual board and committee self-evaluations; anti-hedging/anti-pledging policy; independent chair structure .
Fixed Compensation
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Director fee schedule (program highlights): Non‑employee directors receive a $40,000 annual cash retainer; committee chair retainers include Audit ($17,500), Compensation ($12,500, rising to $15,000 effective Jun 5, 2025), ESG ($11,500, to $10,000 from Jun 5, 2025), Nominating & Corporate Governance ($7,500, to $10,000 from Jun 5, 2025), and Investment Committee chair ($8,750; moving to single chair at $10,000). Meeting fees of $1,500 apply starting with the 11th board or committee meeting per year. Directors (other than the CEO) may elect RSUs in lieu of cash; in 2024, Mr. Kadens elected RSUs in lieu of cash .
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2024 compensation for Alan Carr:
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $55,500 | $60,000 | $0 | $115,500 |
Performance Compensation
- Equity awards and vesting terms for directors: Non-employee directors received stock awards of 3,117 RSUs in 2024 (grant-date fair value $60,000), vesting 100% on the earlier of the first anniversary of grant or the 2025 Annual Meeting, subject to continued service; vested RSUs are not convertible to common stock until the director separates from the Company .
| Year | Equity Type | Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| 2024 | RSUs | 3,117 (program level) | $60,000 | 100% on earlier of 1-year from grant or 2025 Annual Meeting; continued service required |
Note: Director RSUs are time-based; no performance metrics (e.g., TSR, EBITDA) apply to director equity per proxy disclosures .
Other Directorships & Interlocks
| Entity | Nature | Detail |
|---|---|---|
| Unit Corporation | Other public directorship | Alan Carr serves as a director |
| HG Vora | Investor nominating rights | Nominated Alan Carr and Joyce Johnson for the 2025 Annual Meeting under the Investor Rights Agreement |
Expertise & Qualifications
- Restructuring/special situations investor and board advisor; CEO of Drivetrain; prior MD at Strategic Value Partners; prior corporate attorney at Skadden (legal rigor and transactional experience) .
- Education: B.A. Economics (Brandeis); J.D., cum laude (Tulane Law School) .
Equity Ownership
| Metric | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 39,179 | As of April 10, 2025; <1% of shares outstanding |
| Outstanding RSUs (director awards) | 15,538 | As of Dec 31, 2024; vested RSUs not convertible until separation |
| Shares pledged as collateral | None (prohibited; none pledged by any director) | Company anti-pledging policy applies |
| Anti-hedging policy | In place; prohibits hedging/short sales/options | Applies to directors, officers, employees |
Governance Assessment
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Strengths:
- Independent director with deep restructuring expertise; chaired Compensation Committee in 2024 and moves to chair Nominating & Corporate Governance in 2025—roles central to pay oversight and board refreshment .
- Met attendance thresholds in a high‑engagement year (12 board meetings; multiple committee sessions) .
- Pay structure is balanced with a meaningful equity component ($60,000 RSUs in 2024), with deferred settlement until separation—supporting long‑term alignment; anti‑hedging/anti‑pledging further aligns incentives .
- Compensation Committee retained an independent consultant (Lyons, Benenson & Company Inc.) with no conflicts reported, supporting pay governance quality .
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Watch items / potential red flags:
- Significant shareholder nomination: Carr’s seat is nominated by HG Vora pursuant to the Investor Rights Agreement; while he is independent under OTCQX rules, investors should monitor potential perception of sponsor influence on board decisions .
- Director equity is time‑based RSUs (no explicit performance-vesting for directors), typical for REITs but offers limited direct pay-for-performance sensitivity at the director level .
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Overall view: Governance profile is solid with strong committee leadership rotations, robust committee cadence, and independent status. The shareholder nomination right is a notable influence vector but mitigated by overall board independence, published charters, and anti‑hedging/pledging controls .