Betsy D. Holden
About Betsy D. Holden
Betsy D. Holden, age 69, has served as an independent director of NNN REIT, Inc. since February 2019, bringing deep operating and marketing leadership from Kraft Foods and board effectiveness experience from McKinsey & Company . She holds a B.A. from Duke University (Phi Beta Kappa) and a Masters of Management in Marketing and Finance from Northwestern University’s Kellogg School of Management, where she serves on the Global Advisory Board; she is Trustee Emeritus at Duke, having served on its Board of Trustees and Executive Committee . Holden chairs NNN’s Compensation Committee and serves on the Audit Committee, where she is designated an “audit committee financial expert,” underscoring strong financial governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Advisor (strategy, marketing, board effectiveness) | Apr 2007 – Dec 2020 | Led initiatives for consumer goods, retail healthcare, financial services |
| Kraft Foods Inc. | President, Global Marketing & Category Development | Jan 2004 – Jun 2005 | Global brand strategy and category development |
| Kraft Foods, Inc. | Co-Chief Executive Officer | 2001 – 2003 | Enterprise leadership |
| Kraft Foods North America | Chief Executive Officer | May 2000 – Dec 2003 | North America P&L responsibility |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kenvue Inc. | Director | Current | Public company board |
| Dentsply Sirona Inc. | Director | Current | Public company board |
| Western Union Co. | Director | Current | Public company board |
| Diageo plc | Director | 2009 – 2018 | Prior public company board |
| Time, Inc. | Director | 2014 – 2018 | Prior public company board |
| Catamaran Corporation | Director | 2012 – 2015 | Prior public company board |
| Paine Schwartz Partners | Food Chain Advisory Board; portfolio company boards | Current | Sustainable agriculture/food private equity |
| Duke University | Trustee Emeritus; Executive Committee (prior) | 2011 – 2023 (Trustee); 2015 – 2023 (Exec. Committee) | Governance experience |
| Kellogg School of Management | Global Advisory Board member | 2000 – present | Business school oversight/advisory |
Board Governance
- Independence: Holden is an independent director under NYSE standards; seven of eight director nominees are independent, and NNN has an independent Chair of the Board .
- Committee assignments: Compensation Committee Chair; Audit Committee member; both committees comprise only independent directors .
- Audit Committee financial expert: Holden qualifies as an “audit committee financial expert” per the Exchange Act .
- Meetings and attendance: In 2024, eligible directors attended at least 86% of Board meetings and 92.3% of their committee meetings; executive sessions of independent directors occurred four times, led by the independent Chair .
- Committee activity levels: Audit Committee met 8 times in 2024; Compensation Committee met 4 times; Governance & Nominating met 5 times .
- Key governance policies: Prohibit hedging and short selling; restrict pledging (no directors or executive officers have pledged shares); equity retention policy for directors and executives; clawback policy for incentive-based compensation per NYSE rules .
- Say-on-pay signal: 2024 say‑on‑pay received ~96.8% approval, indicating strong shareholder support for compensation governance .
Fixed Compensation
- Director pay program (effective July 1, 2023):
- Board Member Retainer: $225,000 (up to $80,000 payable in cash; remainder in stock) .
- Board Chair Premium Retainer: $120,000 .
- Committee Retainers: Audit Chair $30,000; Audit Member $12,500; Compensation Chair $25,000; Compensation Member $10,000; Governance Chair $25,000; Governance Member $10,000 .
- Quarterly payment cadence; committee retainers paid in cash or stock at director election .
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Betsy D. Holden | 117,500 | 145,000 | 262,500 |
- Deferred Fee Plan: Holden deferred stock awards into the plan; shares credited in 2024: 4,451; total credited: 23,496 .
- Ownership guideline: Non‑employee directors must own common stock equal to 3x annual total board compensation within five years; nominees with requisite tenure exceed requirements .
Performance Compensation
- Directors: No performance‑conditioned pay disclosed for directors; stock awards reflect retainer elections rather than PSUs/options .
- Compensation Committee oversight of executive pay metrics (Holden chairs the committee):
- Annual cash incentive (NEOs): 75% based on Core FFO per share (excluding impairments and executive retirement costs) and 25% based on strategic/individual goals, subject to leverage cap .
- 2024 Core FFO per share performance scale: Threshold $3.20; Target $3.30; Maximum $3.40; Actual $3.32 → 120% of target financial component .
- Strategic objectives achieved: acquisitions $565.4M; G&A ≤ $48.0M (actual $43.6M); leverage 40.5%; occupancy 98.5% .
- Long‑term equity (NEOs): 70% performance‑based restricted stock tied to 3‑year relative TSR vs NAREIT All Equity REITs; 30% service‑based restricted stock vesting over 4 years .
| Metric | Threshold | Target | Maximum | Actual/Outcome |
|---|---|---|---|---|
| Core FFO per share (excl. impairments/retirement) | $3.20 | $3.30 | $3.40 | $3.32; financial component paid at 120% of target |
| Strategic/individual goals (examples) | Acquisition ≥ $450.0M; G&A ≤ $48.0M; leverage < 45%; occupancy ≥ 98.0% | Targeted in plan | Maximum not separately disclosed | Achieved: $565.4M acquisitions; $43.6M G&A; 40.5% leverage; 98.5% occupancy |
| LTI 3‑yr Relative TSR (2024 grants) | 25th pct = 25% funding | 50th pct = 100% funding | 75th pct+ = 200% funding | Funding per performance at Jan 1, 2027; earlier 2022–2024 cycle vested at 174.8% (68.7th pct) |
Other Directorships & Interlocks
- Current public boards: Kenvue; Dentsply Sirona; Western Union .
- Prior public boards: Diageo plc (2009–2018); Time, Inc. (2014–2018); Catamaran Corporation (2012–2015) .
- Compensation Committee interlocks: None; no NNN executive serves on boards where Holden is employed; committee members are non‑employees .
- Related party transactions: Audit Committee reviews/approves per policy; no Holden‑specific related‑party transactions disclosed .
Expertise & Qualifications
- Board skills matrix highlights for Holden: banking & capital markets; consumer retail; audit/financial expert; corporate leadership experience .
- Recognitions: 2015 NACD Directorship 100; Chicago Business Hall of Fame (2016) .
- Strategic background: Led global marketing/category development and served as Co‑CEO at Kraft; advised boards as McKinsey Senior Advisor .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Percent of Class |
|---|---|---|---|
| Betsy D. Holden | 28,537 | Includes 24,752 phantom shares credited under the Deferred Fee Plan; phantom shares are not voting equity until paid out | <1% |
- Deferred Fee Plan credits: 4,451 shares credited in 2024; total credits 23,496 shares (plan account) .
- Hedging/pledging: Policies prohibit hedging/short selling; restrict pledging; no directors or executive officers have pledged shares .
- Ownership guidelines: Required 3x annual total board compensation; compliance exceeded by nominees with requisite tenure .
Governance Assessment
- Strengths: Independent status; chairing Compensation Committee with independent consultant (Pearl Meyer) since 2012; audit committee financial expert designation; strong board attendance norms and regular executive sessions; high say‑on‑pay support (96.8%), indicating investor confidence in pay‑for‑performance alignment .
- Incentive alignment: Equity retention policy for directors; anti‑hedging/pledging constraints; no director stock options outstanding; director equity delivered via retainer program (not option‑heavy structures) .
- Conflicts: No compensation committee interlocks or Holden‑specific related‑party transactions disclosed; Audit Committee oversight of related‑party policy mitigates risk .
- RED FLAGS: None disclosed regarding hedging/pledging, related‑party transactions, attendance shortfalls, or pay anomalies for directors; monitoring continues via committee charters and annual board assessments .