David M. Fick
About David M. Fick
Independent director of NNN REIT, Inc. since November 2010; age 67 as of March 17, 2025; 14 years of board service. Former Managing Director and head of Real Estate Research at Stifel Nicolaus (successor to Legg Mason Wood Walker) covering REITs (1997–2010); former adjunct professor at Johns Hopkins Carey Business School teaching Real Estate Finance, Capital Markets, and REIT structuring, including seminars on corporate governance and executive compensation; non-practicing CPA and member of Nareit and AICPA; founder and President of Nandua Oyster Company (since 2007). Identified as an audit committee financial expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stifel Nicolaus & Co. (successor to Legg Mason Wood Walker) | Managing Director; Head of Real Estate Research; REIT analyst | 1997–2010 | Led REIT research coverage |
| Johns Hopkins Univ. Carey Business School | Adjunct Professor (Real Estate Finance, Capital Markets, REIT Structuring; seminars on governance and executive compensation) | Former (dates not specified) | Governance and compensation subject-matter teaching |
| Nandua Oyster Company | President; Founder | Since 2007 | Aquaculture operating leadership |
External Roles
| Organization/Type | Role | Tenure | Notes |
|---|---|---|---|
| Private real estate funds/partnerships | Investor, board member, advisor | Ongoing (not specified) | Several private funds; no public directorships disclosed |
| Professional affiliations | Member | Ongoing | Nareit; AICPA; non‑practicing CPA |
Board Governance
- Independence: Classified independent under NYSE standards; Board determined Mses. Beall, Holden, Gulacsy and Messrs. Cosler, Fick, Fritsch, Witherspoon are independent .
- Committee assignments (2024): Audit Committee Chair; Compensation Committee member .
- Audit Committee: 5 independent members; 8 meetings in 2024; jurisdiction includes financial reporting, internal controls, auditor oversight, cybersecurity/AI/data privacy risk oversight; all members (including Fick) deemed “audit committee financial experts” .
- Compensation Committee: 3 independent members; 4 meetings in 2024; retains Pearl Meyer as independent consultant; no interlocks/insider participation .
- Board leadership: Independent Chairperson (Steven D. Cosler); separate from CEO .
- Attendance and engagement: All eligible directors attended at least 86% of Board meetings and 92.3% of committee meetings in 2024; independent directors held four executive sessions (chaired by Cosler) .
- Stockholder engagement and governance practices include majority voting standard, proxy access, special meeting rights, equity retention policy, anti‑hedging/pledging policies, and annual Board/committee evaluations .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Board Member Retainer | $225,000 annually (up to $80,000 may be taken in cash; remainder in stock) | Effective since July 1, 2023 |
| Board Chair Premium | $120,000 | Not applicable to Fick |
| Audit Committee | Chair: $30,000; Member: $12,500 | Fick is Audit Chair |
| Compensation Committee | Chair: $25,000; Member: $10,000 | Fick is member |
| Governance & Nominating | Chair: $25,000; Member: $10,000 | Not applicable to Fick |
| 2024 Director Compensation – David M. Fick | Cash fees: $120,000; Stock awards: $145,000; Total: $265,000 | Stock awards elected and deferred under Deferred Fee Plan |
Performance Compensation
NNN does not use performance-conditioned equity for non-employee directors; equity reflects retainer value (paid in stock and/or deferred). Fick elected stock deferral under the Deferred Fee Plan.
- 2024 stock award value (Fick): $145,000; deferred into common stock units .
- Deferred Fee Plan share credits (Fick): 6,324 shares credited in 2024; 60,217 total shares credited to date .
- Director equity/retention: Directors must own stock equal to 3× annual total board compensation within 5 years; all nominees with requisite tenure exceed requirements .
- Policies: Anti‑hedging policy (prohibits shorts, options, and hedging transactions); Pledging Limitation Policy (no directors/officers have pledged any shares) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Fick .
- Compensation Committee interlocks: None; no Company executives serve on boards where NNN comp committee members are employed .
Expertise & Qualifications
- Audit/financial expertise: Identified by Board as audit committee financial expert .
- Domain expertise: REIT and commercial real estate investment; banking and capital markets; audit/financial expertise per Board skills matrix .
- Professional credentials: Non-practicing CPA; AICPA member; member of Nareit .
- Governance experience: Taught corporate governance and executive compensation subjects at Johns Hopkins Carey Business School .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Fick) | 62,010 shares (phantom shares credited under the Deferred Fee Plan) | As of Feb 28, 2025; less than 1% of class |
| Shares outstanding reference | 188,033,109 | As of Feb 28, 2025; basis for percent-of-class |
| Deferred Fee Plan credits (Fick) | 6,324 shares credited in 2024; 60,217 total | Running total in plan |
| Pledging/Hedging | No pledging by any directors/officers; hedging prohibited | Company-wide policies |
| Director ownership guideline | 3× annual total board compensation; Fick exceeds if past 5-year tenure | All nominees with requisite tenure exceed |
Governance Assessment
- Strengths
- Independent director with deep REIT capital markets and accounting expertise; designated audit committee financial expert; chairs Audit Committee overseeing financial reporting and cyber/AI risk, supporting investor confidence .
- Strong alignment: significant equity-based director pay; elected deferral of equity; compliance with ownership guidelines; anti‑hedging/pledging safeguards, and no pledges reported .
- Board effectiveness: Independent Chair; robust governance practices (majority voting, proxy access, annual evaluations), and high attendance (≥86% Board; ≥92.3% committees) .
- Shareholder support: 2024 Say‑on‑Pay approval 96.8% indicates favorable investor sentiment toward compensation governance .
- Potential conflict vectors and mitigants
- External roles as investor/board member/advisor to private real estate funds could present conflicts if transactions arise; company policy requires Audit Committee review/approval of any related party transactions; no related-party transactions disclosed for directors .
- Compensation mix signal (director)
- 2024 mix approx. $120k cash / $145k equity (deferred), indicating a majority equity tilt and deferred ownership, supportive of long-term alignment .
Conclusion: Fick’s long-tenured, independent oversight as Audit Chair, combined with financial expertise (CPA) and REIT capital markets background, is a positive governance factor. No red flags disclosed on attendance, related-party transactions, hedging/pledging, or interlocks; equity retention and high Say‑on‑Pay support bolster investor confidence .
References
- Director biography and qualifications ; Board skills/tenure matrix
- Committee assignments and 2024 meetings
- Independence status and Board leadership
- Attendance and executive sessions
- Director compensation program and 2024 director compensation table
- Deferred Fee Plan credits
- Security ownership table (directors) and shares outstanding
- Governance practices, anti‑hedging/pledging
- Say‑on‑Pay 2024 result
- Related party transactions policy