Elizabeth C. Gulacsy
About Elizabeth C. Gulacsy
Independent director since August 2022; age 51. Former finance executive with CFO, Treasurer, and Chief Accounting Officer roles at public companies; licensed CPA. Education: B.S. and M.Acc. from the University of Florida; NACD Directorship Certified; American College of Corporate Directors Masters Professional Director – Public Company; Diligent Institute Cyber Risk & Strategy Certification. Tenure on NNN’s board: ~3 years as of March 17, 2025; designated Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SeaWorld Entertainment, Inc. (NYSE: SEAS; now United Parks & Resorts, Inc. NYSE: PRKS) | CFO & Treasurer | May 2021 – Jun 2022 | Senior finance leadership at a public company; followed interim CFO/CAO service during COVID period |
| SeaWorld Entertainment, Inc. | Interim CFO & Treasurer; Chief Accounting Officer | Apr 2020 – May 2021 (Interim CFO/Treasurer); Aug 2017 – Apr 2020 (CAO) | Led accounting and interim CFO functions through a period of recovery and change |
| SeaWorld Entertainment, Inc. | Finance leader; most recently CFO consulting/advisory | 2013 – 2023 | Strategic finance advisory following executive roles |
| Cross Country Healthcare, Inc. (NASDAQ: CCRN) | Chief Accounting Officer & Corporate Controller | 2002 – 2013 | Public company accounting leadership in healthcare staffing |
External Roles
| Organization | Role/Recognition | Notes |
|---|---|---|
| NACD; Latino Corporate Directors Association; Corporate Board Member Network | Member; NACD Directorship Certified | Ongoing governance credentials and networks |
| American College of Corporate Directors | Masters Professional Director – Public Company | Advanced director education |
| Diligent Institute | Cyber Risk & Strategy Certification | Cyber risk oversight credential |
| Board Recruitment (Oct 2024) | “100 Hispanic Board Members Making a Difference” | Recognition/visibility |
Board Governance
- Independence: Board determined Ms. Gulacsy is independent under NYSE standards; seven of eight director nominees are independent. Independent Chair structure (Chair: Steven D. Cosler) enhances oversight.
- Committees: Audit Committee member; Audit met 8 times in 2024. All Audit members are independent; Audit oversees financial reporting and cyber/AI/data privacy risks. Ms. Gulacsy qualifies as an “audit committee financial expert.”
- Attendance: All eligible directors attended at least 86% of Board meetings and 92.3% of relevant committee meetings in 2024; independent directors held four executive sessions.
- Governance safeguards: Majority voting in uncontested elections, proxy access, equity retention/ownership guidelines for directors, prohibition on hedging/shorting/pledging, regular Board/committee evaluations, and clawback policy.
Fixed Compensation (Non‑Employee Director)
Director pay structure (effective July 1, 2023): annual board retainer $225,000 (up to $80,000 may be in cash), Board Chair premium $120,000, and committee retainers (Audit: Chair $30,000/Member $12,500; Compensation: Chair $25,000/Member $10,000; Governance: Chair $25,000/Member $10,000). Retainers paid quarterly; committee retainers paid in cash or stock at director’s election.
2024 compensation for Ms. Gulacsy:
| Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | 80,000 |
| Stock awards (grant-date fair value; deferred into stock) | 157,500 |
| Total | 237,500 |
Additional mechanics and alignment:
- Deferred Fee Plan: She deferred her 2024 stock awards; 4,063 shares credited in 2024; cumulative 10,386 shares credited.
- Director ownership guideline: 3x annual total board compensation within 5 years of joining; progress reviewed annually.
Performance Compensation
Directors do not have performance-based pay; equity grants align interests via stock. For governance context, NNN ties executive annual incentives primarily to Core FFO/share and strategic goals, and long-term incentives to 3-year relative TSR versus Equity REITs:
2024 annual incentive metrics (NEOs):
| Metric | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|
| Core FFO per share (75% weight) | $3.20 | $3.30 | $3.40 | $3.32 (paid at 120% of target for this component) |
| Strategic/individual goals (25% weight) | Set annually (e.g., acquisitions, G&A, leverage, occupancy) | — | — | All corporate strategic objectives met/exceeded in 2024 |
Long-term incentive (NEOs):
- 70% performance-based restricted stock; vesting based on 3-year relative TSR vs. NAREIT All Equity REIT Index (25th/50th/75th percentiles = 25%/100%/200% of target).
- 30% service-based restricted stock; 4-year ratable vesting.
Say-on-Pay support: 96.8% approval at 2024 annual meeting.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed for Ms. Gulacsy | — | — | No current public company directorships disclosed beyond NNN. |
Expertise & Qualifications
- Financial reporting and audit: Former public-company CFO/CAO; licensed CPA; designated Audit Committee Financial Expert.
- Cyber and risk: Diligent Cyber Risk & Strategy Certification; Audit Committee oversight includes cybersecurity and AI risks.
- Industry breadth: Experience across theme parks/consumer entertainment (SeaWorld/PRKS) and healthcare staffing (CCRN); capital markets and accounting depth.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Elizabeth C. Gulacsy | 11,451 | <1% | Includes 11,451 phantom shares credited under the Deferred Fee Plan; company had 188,033,109 shares outstanding on Feb 28, 2025. |
| Ownership policy | — | — | Directors must own stock equal to 3x annual total board compensation within 5 years; Ms. Gulacsy joined in Aug 2022 and is within the build period. |
| Hedging/pledging | — | — | Hedging/shorting prohibited; pledging restricted. No directors or executive officers have pledged shares. |
Governance Assessment
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Strengths supporting investor confidence
- Independent director with deep public-company finance credentials and CPA; designated Audit Committee Financial Expert; sits on a fully independent Audit Committee that met 8 times and oversees cyber/AI risk.
- Strong alignment signals: substantial equity component in director pay; active use of Deferred Fee Plan to take stock; robust ownership guideline (3x retainer within five years).
- Clean conflicts profile: Proxy discloses no related-party transactions for directors; strict policies against hedging/pledging; majority independent board with independent Chair and regular executive sessions.
- Shareholder-friendly pay design at the company level (high Say-on-Pay support; performance-based LTI tied to 3-year relative TSR; annual incentives tied to Core FFO).
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Watch items
- Absolute ownership still modest given recent appointment (11,451 shares/phantom equivalents), though within the 5-year build timeline and actively deferring into stock. Continued accumulation toward the 3x guideline will be an ongoing alignment indicator.
- Not on Compensation or Governance committees; primary influence is via Audit. Continued monitoring of committee rotations and leadership opportunities could further diversify her governance impact.
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Bottom line
- No red flags identified: independent status, high attendance standards, no related-party exposure, anti-hedging/pledging safeguards, and meaningful equity alignment via deferrals and ownership policy. Her finance/CFO background and cyber certification bolster audit oversight quality at NNN.