Gina M. Steffens
About Gina M. Steffens
Executive Vice President, General Counsel and Secretary at NNN REIT, Inc., appointed effective November 30, 2023; age 46; B.A. (University of Florida) and J.D. (George Washington University Law School). She became a named executive officer in 2024. Company performance context during her tenure includes Core FFO per share of $3.32 in 2024 with portfolio occupancy at 98.5%, leverage ratio at 40.5%, and acquisitions totaling $565.4 million; in 2023, Core FFO was $3.26, and 5-year annualized TSR was 2.5% (approximately 45th percentile of NAREIT All Equity REIT Index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Privately held food & agricultural company | Chief Executive Officer and Chief Legal Officer | Not disclosed | Not disclosed |
| Real Capital Solutions (real estate development) | General Counsel | Not disclosed | Not disclosed |
| Vail Resorts Management Company (NYSE: MTN) | Assistant General Counsel and Senior Director | Not disclosed | Not disclosed |
| Regency Centers Corporation (NYSE: REG) | Senior Counsel and Director | Not disclosed | Not disclosed |
| Law firm: Foley & Lardner LLP | Associate | Not disclosed | Not disclosed |
| Law firm: Lowndes Drosdick Doster Kantor & Reed, P.A. | Associate | Not disclosed | Not disclosed |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Public charter school | President of Board of Directors | 2019–present | Governance leadership |
| ICSC | Member | Not disclosed | Industry association |
| Nareit | Member | Not disclosed | REIT industry association |
| Association of Corporate Counsel | Member | Not disclosed | Legal industry association |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 425,000 | 100% | 510,000 | 15,326 (includes 401(k) $14,950 and life insurance premium $376) |
Perquisites and policies:
- 401(k) contribution (2024): $14,950; life insurance premium: $376 .
- Anti-hedging and pledging policies prohibit short sales, derivatives, and pledging/margin accounts; no directors or executive officers have pledged shares .
- Clawback policy compliant with NYSE recoupment requirements .
Performance Compensation
Annual Incentive Structure (2024)
| Component | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Core FFO per share (excl. impairments and exec retirement costs) | 75% | 37.5% of salary | 75.0% of salary | 150.0% of salary | 90.0% of salary | Cash bonus tied to Core FFO performance range $3.20–$3.40 per share; actual Core FFO $3.32 |
| Strategic/Individual performance | 25% | 12.5% of salary | 25.0% of salary | 50.0% of salary | 30.0% of salary | Holistic assessment vs. pre-set corporate and functional goals |
Total 2024 annual bonus earned: 120% of base salary (425,000 × 120% = $510,000) .
2024 corporate strategic objectives included Core FFO ≥ $3.30/share, acquisitions with disciplined yields, G&A spending discipline, leverage ≤ 50%, and portfolio occupancy ≥ 98.0%; NNN reported Core FFO $3.32/share, acquisitions $565.4 million (7.7% initial cash yield), G&A $43.6 million, leverage 40.5%, and occupancy 98.5% .
Long-Term Incentive (LTI) Program (2024 grants; grant date 2/14/2024)
| Instrument | Weighting | Shares (Target) | Fair Value ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Performance-based restricted stock (TSR) | 70% | 9,241 target; 18,481 max | 509,891 | Cliff at end of 3-year period; vesting at Jan 1, 2027 subject to 3-year relative TSR vs NAREIT All Equity REIT Index | Relative TSR: Threshold 25th percentile (25% payout), Target 50th percentile (100%), Maximum ≥75th percentile (200%) |
| Service-based restricted stock | 30% | 3,960 | 157,291 | 25% annually over 4 years | Service tenure |
Prior award cycle result: 2022 TSR grant vested at 174.8% of target based on 3-year TSR at the 68.7th percentile; shares vested January 1, 2025 .
One-time promotion grant: 10,000 service-based restricted shares (100% vesting after 3 years) awarded upon assuming General Counsel role on Nov 30, 2023 .
Equity Ownership & Alignment
Beneficial Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 32,441 (includes 13,960 with sole voting power and 18,481 with no voting power) | 59,643 (includes 17,770 with sole voting power and 40,883 with no voting power) |
| Ownership as % of shares outstanding | <1% | <1% |
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Category | Shares |
|---|---|
| Service-based restricted shares not vested | 13,960 |
| Performance-based unearned shares (max) | 18,481 |
| Market value of unvested service-based shares | $570,266 |
| Payout value of unearned performance shares (max) | $754,949 |
Service-Based Vesting Schedule (as of Dec 31, 2024)
| 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|
| 990 | 10,990 | 990 | 990 |
Ownership alignment policies:
- Stock ownership guidelines: CEO 5× salary; other Covered Persons 3× salary (includes service-based restricted stock; excludes unvested performance shares). Committee reviews compliance annually .
- Pledging and margin accounts prohibited; no directors/executives have pledged shares .
- Anti-hedging (short sales, derivatives) prohibited .
- Clawback for incentive-based compensation upon material restatement (3-year lookback) .
Employment Terms
Executive Severance and Change of Control Plan (Participation via letter agreement effective Nov 30, 2023)
| Term | Multiple |
|---|---|
| Termination payment multiple (without cause / for good reason) | 1.5× salary and 1.5× average bonus (prior 3 years) |
| Change of control termination payment multiple | 2.0× salary and 2.0× average bonus (within 3 months pre- to 12 months post-CoC) |
Restrictive covenants and conditions:
- Non-competition, non-solicitation, non-disclosure, and non-disparagement required via letter agreement; severance contingent on executing release and covenant compliance (except death/disability) .
Potential Payments Upon Termination (as of Dec 31, 2024; stock valued at $40.85/share)
| Scenario | Salary ($) | Severance Payments ($) | Bonus ($) | Accelerated Equity ($) | Change of Control Payment ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death or Disability | 70,833 | - | 425,000 | 694,839 | - | 32,608 | 1,223,280 |
| Other than Change in Control | - | 1,402,500 | - | 947,761 | - | 32,608 | 2,382,869 |
| Change in Control | - | 1,870,000 | - | 947,761 | 425,000 | 32,608 | 3,275,369 |
| Retirement Termination | - | - | 425,000 | 694,839 | - | - | 1,119,839 |
Taxes/gross-ups:
- No excise tax gross-up (not entitled); company policy provides no tax gross-ups on restricted stock grants to executive officers .
Performance & Track Record
- 2024: Led legal team across property acquisitions/dispositions; advised the Board on risk management and corporate governance; led sustainability program development, integrating data into investment process and modernizing sustainability reporting .
Company-wide compensation governance:
- Independent Compensation Committee, use of restricted stock (no options outstanding), meaningful ownership guidelines, anti-hedging/pledging policies, and clawback .
- Compensation consultant: Pearl Meyer engaged; 2024 say-on-pay approval ≈96.8% .
Compensation Structure Notes
- 2024 LTI target opportunity for EVP General Counsel: 125% of base salary (TSR performance shares 87.5%; service-based shares 37.5%), consistent with 70/30 mix .
- Annual bonus subject to downward adjustment if leverage exceeded Board cap; Core FFO-based financial component paid at 120% of target for NEOs based on actual $3.32 Core FFO per share .
Investment Implications
- Strong pay-for-performance linkage: 2024 bonus outcome (120% of salary) directly tied to Core FFO and individual objectives; LTI is majority performance-based with rigorous TSR peer benchmarking; recent TSR cycle vested above target at 174.8%—a positive indicator for alignment but also a potential vest-driven selling overhang as awards vest .
- Retention risk mitigated: Participation in severance plan with 1.5×/2× salary+bonus multiples and robust restrictive covenants; meaningful unvested equity and a 3× salary ownership guideline enhance stickiness .
- Selling pressure/pledging risk low: Anti-hedging/pledging policies with no pledges reported; however, upcoming vesting schedule (10,990 service-based shares in 2026; 990 per year thereafter) and potential TSR vest on Jan 1, 2027 could create episodic liquidity events—monitor Form 4s around those dates .
- Governance quality supportive: High say-on-pay approval (~96.8%), independent consultant engagement, and clear metrics reduce compensation-related overhang; continued focus on Core FFO, leverage discipline, and occupancy provides predictable operational drivers for incentive outcomes .