Kamau O. Witherspoon
About Kamau O. Witherspoon
Kamau O. Witherspoon (age 51) has served as an independent director of NNN since January 2022. He is the CEO of Shipt (since March 2022) and is designated by the Board as an “audit committee financial expert,” bringing operating, consumer retail, and leadership experience; he holds a B.A. from Morehouse College and an MBA in Accounting from Old Dominion University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shipt | Chief Executive Officer | Mar 2022–present | CEO leadership, consumer logistics/retail expertise |
| Target Corporation | SVP, Operations | 2018–2022 | Large-scale retail ops; prior Target roles in store ops, risk/finance, property management, corporate real estate (2007–2015) |
| UnitedHealth Group | SVP, Operational Performance & Readiness | 2017–2018 | Performance readiness in healthcare ops |
| Yum! Brands (KFC US) | Chief Restaurant Excellence Officer | 2015–2016 | Ops excellence in QSR sector |
| Hines | General Manager | Earlier career | Real estate operations background |
| U.S. Navy | Surface Warfare Officer | Earlier career | Leadership and operations discipline |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shipt | Chief Executive Officer | Mar 2022–present | Executive leadership; no public company board roles disclosed in proxy biography |
Board Governance
- Independence and tenure: Independent director; 3 years of service as of Mar 17, 2025 .
- Committee assignments: Member, Audit Committee; Member, Governance & Nominating Committee; not on Compensation Committee .
- Audit Chair/meetings: Audit Committee chaired by David M. Fick; held 8 meetings in 2024; Witherspoon qualifies as an “audit committee financial expert” under the Exchange Act .
- Governance & Nominating Chair/meetings: Chaired by Edward J. Fritsch; held 5 meetings in 2024 .
- Attendance and engagement: All eligible directors attended at least 86% of Board meetings in 2024 (100% at the annual meeting) and 92.3% of committee meetings; non-management directors held 4 executive sessions .
- Board leadership: Independent Chairperson of the Board structure (Chair: Steven D. Cosler) .
Fixed Compensation
NNN non-employee director pay program (effective since July 1, 2023; payable partly in cash at director election, with remainder in stock):
| Pay Component | Annual Compensation |
|---|---|
| Board Member Retainer | $225,000 (up to $80,000 payable in cash) |
| Board Chair Premium Retainer | $120,000 |
| Audit Committee | Chair: $30,000; Member: $12,500 |
| Compensation Committee | Chair: $25,000; Member: $10,000 |
| Governance & Nominating Committee | Chair: $25,000; Member: $10,000 |
Kamau O. Witherspoon — 2024 Director Compensation:
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 51,250 |
| Stock Awards (grant-date FV; director-elected stock in lieu of cash) | 196,250 |
| Total | 247,500 |
| Note on deferral | Stock awards deferred into shares under the Deferred Fee Plan |
Deferred Fee Plan credits (stock units):
| Measure | Shares |
|---|---|
| Shares credited in 2024 | 5,125 |
| Cumulative shares credited (through 2024) | 14,158 |
Program context: The Compensation Committee, with an independent consultant (Pearl Meyer), raised director pay effective July 1, 2023 after determining prior levels were below the 50th percentile of peers .
Performance Compensation
- Non-employee directors do not receive performance-based awards; equity reflects director election to take pay in stock and/or deferred stock units under the Deferred Fee Plan (no options or performance metrics disclosed for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in NNN’s proxy biography for Witherspoon |
| Committee roles at other public companies | None disclosed |
| Potential interlocks/conflicts | None disclosed; Governance & Nominating and Audit Committees comprised solely of independent directors; related-party transactions overseen under a written policy |
Expertise & Qualifications
- Audit Committee Financial Expert (Exchange Act) .
- Corporate leadership (CEO) and consumer retail expertise (skills matrix) .
- Contributes operating rigor, risk/controls literacy (audit oversight includes cybersecurity, AI, IT, privacy/data-security risk) .
Equity Ownership
| Measure | Value/Policy |
|---|---|
| Beneficial ownership (director) | 15,601 shares (includes phantom shares credited under the Deferred Fee Plan) |
| Percent of class | Less than 1% |
| Ownership guideline (non-employee directors) | 3x annual total board compensation within five years; progress reviewed annually |
| Hedging/Pledging | Hedging prohibited; pledging restricted; no directors or executive officers have pledged any shares |
| 2024 deferrals | 5,125 shares credited to deferred fee account in 2024; 14,158 cumulative |
Governance Assessment
- Board effectiveness: Independent director with strong attendance norms, active service on Audit and Governance & Nominating; designated audit committee financial expert, bolstering financial oversight and cyber/technology risk governance .
- Alignment and pay structure: Director pay mix emphasizes equity via elective stock/deferred stock units with meaningful 3x ownership guideline; no options or performance-linked awards for directors, which reduces risk of short-termism and avoids option repricing concerns .
- Independence and conflicts: Classified as independent; committees are fully independent; proxy discloses related-party review policy and does not list any specific related-party transactions involving Witherspoon—no hedging or pledging by directors, lowering alignment risk; no public-company interlocks disclosed .
- RED FLAGS: None disclosed—no pledging, no related-party transactions disclosed, no meeting attendance issues, and no pay anomalies for directors (program benchmarked and adjusted through independent consultant) .