Peter Martay

About Peter Martay

Peter Martay, 47, has served as an independent director of NewLake Capital Partners (NLCP) since March 2021, joining the board upon completion of NLCP’s merger with a company where he had been Chairman since August 2019. He is CEO and a Director of Pangea Properties, a private REIT based in Chicago, and is designated an audit committee financial expert under SEC and OTCQX rules. Education: BBA, University of Michigan (Ross School of Business). Tenure on NLCP board: March 2021–present .

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Audit Committee member; Investment Committee co-chair; Board member .
• Committee assignments (effective June 5, 2025): Audit Committee chair; Compensation Committee member; Investment Committee member; Board member .
• Audit committee financial expert: Martay qualifies under SEC and OTCQX requirements .
• Independence: NLCP states board committees (audit, compensation, nominating/governance) are comprised solely of independent directors; five of seven directors will be independent, supporting Martay’s independence given his committee roles .
• Attendance: In 2024, each director attended at least 75% of board and committee meetings on which they served; board held 12 meetings; committee meeting counts—Audit 4, Nominating 5, Compensation 4, ESG 4, Investment 3 .
• Executive sessions: Independent directors hold regular executive sessions without management, presided over by the independent chair .

Committee matrix (current vs. post-Annual Meeting)

Fixed Compensation

• Non-employee director compensation structure:
  • Annual cash retainer: $40,000 for directors (DuGan as chair: $60,000) .
  • Committee chair retainers: Audit $17,500; Compensation $12,500 (rising to $15,000 effective June 5, 2025); ESG $11,500 (dropping to $10,000 effective June 5, 2025); Nominating & Governance $7,500 (rising to $10,000 effective June 5, 2025); Investment Chair $8,750 (one chair paid $10,000 effective June 5, 2025) .
  • Multi-committee membership (non-chair): $10,000 if sitting on two or more committees .
  • Meeting fees: $1,500 per board meeting starting with the 11th meeting; $1,500 per committee meeting starting with the 11th meeting of that committee per annum .
  • RSU election: All directors except the CEO may elect to receive RSUs in lieu of cash; vest on earlier of first anniversary or Annual Meeting .

Performance Compensation

• Equity awards to directors: RSUs only (time-based). RSUs granted for board service vest 100% on earlier of first anniversary of grant or date of the 2025 Annual Meeting; vested RSUs cannot convert to common stock until director separates .
• No performance-conditioned equity (e.g., PSUs) is disclosed for non-employee directors; PSUs are used for executives under the plan and tied to relative TSR and absolute stock price CAGR over three-year periods, not for directors .

Performance Metrics Table (Director Equity)

Other Directorships & Interlocks

No other current public company directorships for Martay are disclosed in the proxy .

Expertise & Qualifications

• Designated audit committee financial expert; financially literate per OTCQX requirements .
• Deep real estate investment and operating experience (REIT CEO/CIO, acquisitions >$1B, lending platform creation) .
• Investment banking and private equity background (Deutsche Bank leveraged finance; Glencoe Capital; Bernstein Global Wealth Management) .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director with audit committee financial expert designation; slated Audit Chair effective June 5, 2025, enhancing oversight of financial reporting, internal control, and auditor independence .
  • Attendance met ≥75% threshold; board and committees actively engaged (12 board meetings; robust committee cadence) .
  • Alignment mechanisms: RSU program for directors, with vesting tied to service and conversion restrictions until separation; anti-hedging and anti-pledging policies improve alignment and reduce risk .
  • Independent committees per OTCQX standards; regular executive sessions without management .

• Potential Risks / RED FLAGS:

  • Investor Rights Agreement grants Pangea (NL Ventures, LLC) nomination rights contingent on ownership; Martay is CEO of Pangea and may be deemed to exercise voting/investment control over NL Ventures’ shares (disclaims beneficial ownership except pecuniary interest). This creates a structural conflict risk and ongoing influence channel that investors should monitor (committee leadership increases sensitivity) .
  • Concentration of nomination rights across multiple holders (HG Vora, West Stockholders, Pangea) could shape board composition and independence dynamics over time; continued verification of independence and recusal protocols is advisable .

• Compensation Structure Signals:

  • Director pay relies on fixed retainers plus time-based RSUs; absence of performance-conditioned equity for directors limits pay-for-performance linkage but is typical for board compensation. Program adjustments effective June 5, 2025 (chair retainers) may modestly increase cash mix for chairs; monitor for YOY shifts in cash vs equity mix once disclosed for 2025 .

• Overall View:

  • Martay combines real estate investment/operator expertise with audit oversight credentials, supporting board effectiveness. The Pangea-linked nomination right is the central governance sensitivity; independence status and audit chair role necessitate vigilant conflict management (e.g., disclosure, recusal, committee charter adherence) to preserve investor confidence .