Edward J. Fritsch
About Edward J. Fritsch
Edward J. Fritsch, age 65, has served as an independent director of NNN since February 2012. He retired in September 2019 after 37 years at Highwoods Properties, Inc. (NYSE: HIW), where he served as CEO (2004–2019), President (2003–2004), and Director (since 2001), delivering an average total shareholder return of 12.8% per annum during his CEO tenure; he is a former Nareit Board of Governors member and 2015–2016 national chair, and received Nareit’s Industry Leadership Award in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highwoods Properties, Inc. (HIW) | CEO; President; Director | CEO 2004–2019; President 2003–2004; Director since 2001 | Averaged 12.8% annual TSR as CEO |
| Nareit | Board of Governors; National Chair | 2015–2016 (chair) | Industry leadership; governance expertise |
External Roles
| Organization | Role | Tenure | Type / Committees |
|---|---|---|---|
| Merus (Cincinnati-based commercial real estate developer) | Board Member | Current | Private; investment/real estate focus |
| University of North Carolina at Chapel Hill Foundation | Board Member & Audit Committee | Current | Non-profit; audit oversight |
| UNC Real Estate Holdings | Board Member | Current | Non-profit/affiliated entity |
| Dix Park Conservancy | Board & Executive Committee | Current | Non-profit; community development |
| Cristo Rey Research Triangle High School | Board Member | Current | Non-profit/education |
| Our Lady of Lourdes Catholic Church and School | Board Member | Current | Non-profit/education |
| YMCA of the Triangle | Board, Executive Committee, Trustee Chair | Current | Non-profit; leadership role |
No other current public company directorships are listed in his biography .
Board Governance
- Committee assignments: Chair, Governance & Nominating Committee; Member, Compensation Committee; not on Audit Committee .
- Independence: Listed as independent; all members of Governance & Nominating and Compensation Committees are independent under NYSE standards .
- Attendance and engagement: All eligible directors attended at least 86% of Board meetings and 92.3% of committee meetings in 2024; non-management directors held 4 executive sessions, presided over by the independent Chair .
- Committee activity: Governance & Nominating met 5 times in 2024; Compensation met 4 times; Audit met 8 times (oversight of cybersecurity/AI/data privacy) .
- Governance practices: Independent Chair; majority independent board; proxy access; majority voting; anti-hedging and anti-pledging policies; whistleblower and clawback policies .
Fixed Compensation
- Director compensation structure (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 Service Retainers:
- Audit: Chair $30,000; Member $12,500
- Compensation: Chair $25,000; Member $10,000
- Governance & Nominating: Chair $25,000; Member $10,000
- Retainers paid quarterly; committee retainers payable in cash or stock at the director’s election .
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Edward J. Fritsch | 115,000 | 145,000 | 260,000 |
Notes: Stock awards reflect grant-date fair value under ASC 718; stock awards for some directors are deferred to common stock under the Deferred Fee Plan; Fritsch is not shown among directors deferring in 2024 .
Performance Compensation
- Non-employee director pay is not performance-based; compensation consists of retainers and stock awards elected in lieu of cash. No options or performance-conditioned equity are used for directors .
- Company-wide policies include anti-hedging and pledging, and an Incentive-Based Compensation Recoupment Policy (Clawback) applicable to executive incentive-based compensation; these policies reinforce governance standards but do not tie to director pay metrics .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Fritsch .
- Compensation Committee interlocks: None; no member was previously an officer/employee of NNN, and no NNN executive serves on boards where any Compensation Committee member is employed .
Expertise & Qualifications
- Skills matrix highlights: Corporate Leadership (CEO), REIT & Commercial Real Estate Investment, Banking & Capital Markets; he is independent and has 13 years of service as of March 17, 2025 .
- Governance leadership: Chairs Governance & Nominating Committee with remit over board composition, corporate governance principles, and sustainability/DEI oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Edward J. Fritsch | 60,171 | <1% | No footnote indicating phantom shares; beneficial ownership as disclosed |
- Director ownership guidelines: Must own common stock equal to 3x annual total board compensation within 5 years; nominees with requisite tenure (including Fritsch) exceed requirements .
- Hedging/pledging: Policies prohibit hedging and pledging; pledging limitation policy indicates no directors or executive officers have pledged shares .
- Deferred Fee Plan: Directors may elect to defer fees to cash or shares; 2024 deferrals shown for other directors; Fritsch not listed as participating in 2024 deferrals .
Governance Assessment
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Strengths
- Governance leadership and independence: Chair of Governance & Nominating; member of Compensation; independent with strong REIT/operator background .
- Engagement: Committee meeting frequency and above-threshold attendance; regular executive sessions under independent Chair .
- Alignment: Exceeds 3x retainer ownership guideline; anti-hedging/anti-pledging policies with no pledges; director pay structure updated after independent study to remain competitive .
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Monitoring items (not red flags)
- Active investor in private commercial real estate projects and board roles at a private developer (Merus). Audit Committee policy governs related-party transactions; monitor any NNN dealings with affiliated entities for potential conflicts; Audit Committee reviews and approves/disapproves per policy .
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No identified red flags in the provided disclosures regarding low attendance, option repricing, hedging/pledging, or compensation committee interlocks .