Joyce Johnson
About Joyce Johnson
Joyce Johnson, 58, is an independent director of NewLake Capital Partners (NLCP). She is Chair and Chief Investment Officer of Pacific Gate Capital and qualifies as an audit committee financial expert; she holds a B.S. in Finance from the University of Denver . Johnson is nominated for reelection to NLCP’s board at the 2025 annual meeting and is one of five directors deemed independent by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerberus Capital Management | Early employee (2nd hire); senior investment roles | Not disclosed | Founded JJM, LLC, a $300M distressed PE fund investing in women/minority-owned companies |
| Citibank; ING; Relativity Capital | Senior management positions | Not disclosed | Value-oriented credit and private equity investing experience |
External Roles
| Organization | Role | Sector/Listing | Notes |
|---|---|---|---|
| Ayr Wellness (AYRWF) | Lead Director | Cannabis operator; OTCQX | Vertically integrated U.S. multi-state operator |
| Kymera International | Board member | Industrial materials (PE-owned) | Portfolio company of Palladium Equity Partners ($3.3B fund) |
| Aspen Institute | Henry Crown Fellow | Non-profit | Leadership fellowship |
| Chicago Sinfonietta | Board member | Non-profit | Governance role |
| DuSable Museum | Chair Emeritus | Non-profit | Governance role |
Board Governance
| Item | 2024 Status | Effective June 5, 2025 | Notes |
|---|---|---|---|
| Independence | Independent director | Independent director | Board has 5 independent directors of 7 |
| Audit Committee | Chair; member (qualifies as financial expert) | Member; chair transitions to Peter Martay (also financial expert) | Audit meetings held: 4 in 2024 |
| Compensation Committee | Member (not chair) | Chair (with DuGan and Martay as members) | Compensation meetings held: 4 in 2024 |
| Nominating & Corporate Governance | Member | Member (committee chaired by Alan Carr) | Nominating/Governance meetings: 5 in 2024 |
| ESG Committee | Member | Member (committee chaired by Dina Rollman) | ESG meetings: 4 in 2024; Johnson did not attend ≥75% of ESG meetings (RED FLAG) |
| Investment Committee | Not a member | Not a member | Investment meetings: 3 in 2024 |
| Board Attendance | Board held 12 meetings; each director attended ≥75% of board/committee meetings except ESG for Johnson | — | Separation of Chair and CEO maintained |
Fixed Compensation
| Component | 2024 Amount/Rate | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly in advance |
| Audit Committee Chair retainer | $17,500 | Johnson was Audit Chair in 2024 |
| Meeting fees | $1,500 per meeting starting at the 11th meeting for board or committee per annum | Applies to high-frequency meetings |
| 2024 cash fees earned (Johnson) | $59,000 | Aggregate cash paid in 2024 |
| 2025 Compensation Chair retainer | $15,000 (effective June 5, 2025) | Johnson becomes Compensation Chair |
Performance Compensation
| Award Type | Grant Year | Units/Shares | Grant-Date Fair Value | Vesting | Key Terms |
|---|---|---|---|---|---|
| RSUs (Director grant) | 2024 | 3,117 | $60,000 | 100% on earlier of first anniversary or 2025 Annual Meeting (June 5, 2025), subject to continued service | Vested RSUs cannot be converted into common stock until director separates from the Company |
| Equity election | Ongoing | Directors may elect RSUs in lieu of cash (not Coniglio) | — | Annual election at meeting | RSU vesting per program |
No director performance stock units (PSUs) or options for Johnson are disclosed; director equity is time-based RSUs, not tied to operational/TSR metrics .
Other Directorships & Interlocks
| Company | Relationship to NLCP | Potential Interlock/Conflict Consideration |
|---|---|---|
| Ayr Wellness (AYRWF) | Cannabis operator; Johnson is Lead Director | NLCP is a cannabis-focused net lease REIT; monitor for any tenant relationships or transactions; no related-party transactions involving Johnson are disclosed in the proxy |
| Kymera International | Industrial portfolio company (Palladium) | No NLCP-related transactions disclosed |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Audit committee financial expert | Explicitly qualifies per SEC and OTCQX standards |
| Finance and private credit expertise | Chair/CIO at Pacific Gate Capital; prior senior roles at Citibank, ING, Cerberus; founded a $300M distressed PE fund |
| Board experience | Served on 25+ company boards over 25 years |
| Education | B.S. in Finance, University of Denver |
Equity Ownership
| Item | Amount | As of/Notes |
|---|---|---|
| Total beneficial ownership (Johnson) | 12,863 shares | |
| Composition | 9,746 vested RSUs; 3,117 RSUs scheduled to vest June 5, 2025 | |
| % of shares outstanding | ~0.062% (12,863 / 20,628,861) | |
| Shares pledged as collateral | None; anti-pledging policy prohibits pledging | |
| Anti-hedging | Company prohibits hedging and derivatives by directors |
Governance Assessment
- Committee leadership and rotation: Johnson chaired Audit in 2024 and will chair Compensation post-June 5, 2025, concentrating pay-setting authority; ensure robust independence and use of external consultants to mitigate influence risks .
- Attendance RED FLAG: Johnson failed to meet the 75% attendance threshold for the ESG Committee in 2024; board and other committee attendance met thresholds, but ESG engagement needs improvement .
- Shareholder nomination rights: Johnson is an HG Vora nominee under the Investor Rights Agreement; while she is independent, large-holder nomination can create perceived alignment or influence—monitor for any conflicts with minority shareholders .
- Director equity alignment: RSUs vest annually and cannot be converted to common stock until separation, promoting long-term alignment but limiting immediate ownership liquidity .
- Risk controls: NLCP maintains anti-hedging/anti-pledging policies and regular independent director executive sessions; board separated Chair and CEO roles—positive governance signals .
- Say-on-pay: As an emerging growth company, NLCP is exempt from say-on-pay and say-on-frequency votes, reducing direct shareholder feedback on compensation design (context for Compensation Chair oversight) .
- Compensation committee practices: Lyons, Benenson & Company advised the committee in 2024 and was retained directly with no conflicts—good practice as Johnson assumes Compensation Chair role .
- Related-party transactions: No related-party transactions involving Johnson are disclosed; audit committee oversees any such approvals per policy .
Overall: Johnson brings deep finance and credit expertise and audit literacy, but the 2024 ESG attendance shortfall and her transition to Compensation Chair alongside nomination by a major shareholder merit continued monitoring to sustain investor confidence .
Appendix: Director Compensation Summary (2024)
| Name | Cash Fees | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Joyce Johnson | $59,000 | $60,000 | $119,000 |
Appendix: Board & Committee Activity (2024)
| Body | Meetings Held | Johnson Attendance Note |
|---|---|---|
| Board of Directors | 12 | ≥75% overall, except ESG |
| Audit Committee | 4 | Audit Chair |
| Nominating & Governance | 5 | Member |
| ESG Committee | 4 | <75% attendance (RED FLAG) |
Appendix: Section 16/Insider Trades
| Director | Form 4/Compliance Notes |
|---|---|
| Joyce Johnson | No delinquent Section 16 filings involving Johnson disclosed for 2024; issues noted for other directors only |