Michelle L. Miller
About Michelle L. Miller
Michelle L. Miller, age 56, is Executive Vice President and Chief Accounting and Technology Officer at NNN REIT, Inc., a role she has held since January 2024 after serving as EVP and Chief Accounting Officer since March 2016; she joined NNN in 1999 and is a CPA with a B.S. in Accounting and Finance from Florida State University (1991) . She oversees SEC and financial reporting, forecasting, lease administration, information technology, and payroll, and contributed to capital markets execution and cybersecurity oversight in 2024 . Company performance metrics relevant to her incentives include Core FFO per share of $3.32 in 2024 (+1.8% YoY) and a 3-year relative TSR at the 68.7th percentile among equity REITs (driving a 174.8% PSU payout for the 2022–2024 cycle) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NNN REIT, Inc. | EVP & Chief Accounting and Technology Officer | 2024–present | Leads accounting, SEC reporting, forecasting, lease administration, information technology; oversight of cybersecurity and capital markets support |
| NNN REIT, Inc. | EVP & Chief Accounting Officer | 2016–2023 | Oversees SEC and financial reporting, lease compliance, IT and payroll |
| KPMG | Senior Manager | Prior to 1999 | Real estate and financial institutions focus |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Central Florida Expressway Authority | Audit Committee Member | Since June 2024 | Public-sector audit oversight |
| Professional Associations | Member (AICPA; Florida Institute of CPAs; Nareit; ICSC) | Ongoing | Industry and professional engagement |
Fixed Compensation
Multi-year compensation summary for Michelle L. Miller (grant-date fair value for equity):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 290,000 | 320,000 | 350,000 |
| Stock Awards ($) | 361,889 | 434,751 | 549,446 |
| Non-Equity Incentive Plan Compensation ($) | 435,000 | 520,000 | 420,000 |
| Bonus ($) | - | - | - |
| All Other Compensation ($) | 33,612 | 26,137 | 19,511 |
| Total ($) | 1,120,501 | 1,300,888 | 1,338,957 |
Notes:
- 2024 “All Other Compensation” includes 401(k) match of $17,950 and life insurance premiums of $1,561; prior tax reimbursements for restricted stock vesting occurred in 2023 ($7,550) and 2022 ($15,863) while grants were received in non-executive roles; no tax reimbursements for executive grants since 2009 .
Performance Compensation
Annual Cash Incentive (2024)
Weighting: 75% Core FFO per share; 25% strategic/individual goals. Leverage constraint reduces bonuses if total liabilities/gross book assets exceed preset cap .
| Component | Threshold (% of Salary) | Target (% of Salary) | Maximum (% of Salary) | 2024 Actual (% of Salary) |
|---|---|---|---|---|
| Core FFO per share (75%) | 37.500% | 75.000% | 150.000% | 90.000% |
| Individual/Strategic (25%) | 12.500% | 25.000% | 50.000% | 30.000% |
| Total Annual Cash Incentive | 50.000% | 100.000% | 200.000% | 120.000% |
Key 2024 strategic outcomes supporting the individual component:
- Core FFO (excl. impairments and executive retirement costs) of $3.32 per share; acquisitions $565.4m; G&A $43.6m; leverage ratio 40.5%; portfolio occupancy 98.5% .
- Miller’s accomplishments: led accounting, technology, lease compliance; coordinated SEC filings; supported capital markets; oversaw cybersecurity testing and enhancements .
Long-Term Incentive (LTI)
Structure: 70% relative TSR PSUs; 30% service-based RSUs; no stock options outstanding .
| Grant Year | Grant Date | Instrument | Weighting | Shares/Units | Valuation Notes | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 2/14/2024 | Service-based RS | 30% | 3,261 | Grant-date fair value $129,527 | 25% p.a. over 4 years |
| 2024 | 2/14/2024 | Relative TSR PSUs | 70% | Target 7,610; Thr 1,903; Max 15,220 | Grant-date fair value $419,919 | 3-year, vests Jan 1, 2027 |
| 2023 | 2/15/2023 | Service-based RS | — | 2,350 | Grant-date fair value $109,628 | 25% p.a. over 4 years |
| 2023 | 2/15/2023 | Relative TSR PSUs | — | Target 5,483; Thr 1,371; Max 10,967 | Grant-date fair value $325,113 | 3-year (ends 12/31/2025); “maximum” column reflects plan cap |
| 2022 | 2/15/2022 | Service-based RS | — | 2,017 | Grant-date fair value $85,400 | 25% p.a. over 4 years |
| 2022 | 2/15/2022 | Relative TSR PSUs | — | Target 4,707; Thr 1,177; Max 9,414 | Grant-date fair value $276,489 | 3-year (ends 12/31/2024) |
Performance outcomes:
- 2022 TSR PSU cycle (measurement to 12/31/2024): 68.7th percentile vs equity REITs; funded at 174.8% of target; shares vested 1/1/2025 .
Stock vested (realized value):
| Year | Shares | Value ($) |
|---|---|---|
| 2023 | 6,796 | 318,535 |
| 2024 | 8,251 | 355,618 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 91,750 shares; includes 54,492 restricted shares; 8,392 with sole voting power and 46,100 without voting power; <1% of outstanding |
| Outstanding Equity Awards (12/31/2024) | Unvested service-based restricted shares: 14,694; market value $600,250; PSUs: 10,967 (2023 grant max column reference) and 15,220 (2024 grant max column reference) |
| Upcoming Service-Based Vesting | 2025: 10,569; 2026: 1,907; 2027: 1,402; 2028: 816 |
| PSU Vesting Timing | 2023 grant ends 12/31/2025; 2024 grant ends 12/31/2026; 2024 PSUs vest Jan 1, 2027 subject to performance |
| Ownership Guidelines | Minimum 3x base salary for covered officers; assessed annually |
| Anti-Hedging / Anti-Pledging | Hedging and short selling prohibited; pledging restricted; no directors/executives have pledged shares |
| Options | Company does not issue options; none outstanding |
Employment Terms
| Provision | Employment Agreement (2018) | Executive Severance Plan (effective 1/1/2025 for Miller) |
|---|---|---|
| Term & Renewal | Auto-renewing 2-year terms; initial expiration 1/2/2019 | Participation via letter agreement dated 1/1/2025 |
| Severance (no cause/good reason) | 200% of salary + 200% of average bonus (last 3 years); immediate vesting of equity; 1 year health benefits; prorated target bonus upon or after change of control | Salary multiple: 2x; bonus multiple: 2x (average of prior 3 years); 1 year health coverage; pro-rated target bonus if termination during CoC protection period; vesting of time-based awards; pro-rated vesting of performance awards based on actual performance |
| Change-of-Control Multiple | Not specified as a multiple in agreement for Miller; includes prorated target bonus; equity acceleration | 2x multiple for Miller during CoC protection period; time-based equity vests; performance awards vest at target on CoC |
| Restrictive Covenants | Non-competition and confidentiality provisions in agreement | Requires non-competition, non-solicitation, non-disclosure, non-disparagement; severance contingent on release and compliance |
| Excise Tax Gross-up | None for Miller | Best-net (cutback vs full) without gross-up; no gross-ups for Miller |
| “Cause” / “Good Reason” | Defined in agreement (cause includes felony, fraud, failure to perform; good reason includes material reduction in role/salary, relocation >50 miles, breach) | Defined in plan (similar formulations; includes role reduction and relocation >50 miles with remote policy carve-outs) |
Estimated termination payments (as of 12/31/2024; $40.85/share):
| Trigger | Salary ($) | Severance Payments ($) | Bonus ($) | Accelerated Equity ($) | Change of Control Payment ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death/Disability | 58,333 | - | 350,000 | 852,903 | - | 21,975 | 1,283,211 |
| Other than CoC | - | 1,616,666 | - | 1,135,099 | - | 21,975 | 2,773,740 |
| Change in Control | - | 1,616,666 | - | 1,135,099 | 350,000 | 21,975 | 3,123,740 |
| Employment Agreement Expiration | 350,000 | - | 350,000 | 852,903 | - | 21,975 | 1,574,878 |
Compensation Structure Analysis
- Mix and pay-for-performance: Target aggregate mix for NEOs is ~20% base salary, 24% STI, 56% LTI; 2024 plan emphasizes TSR PSUs (70%) over time-based RS (30%), aligning incentives with shareholder returns .
- Annual incentive metrics reflect REIT-specific drivers (Core FFO/share predominant; leverage cap; G&A and acquisitions targets; occupancy), reinforcing balance sheet discipline and operational efficiency .
- Options not used; restricted stock chosen for alignment with dividend-paying REIT structure; no option repricing risk .
- Clawback, anti-hedging, and pledging policies strengthen alignment and reduce governance risk; no gross-ups for Miller .
- Strong shareholder support: 2024 say-on-pay approved by ~96.8% .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership % | Less than 1% of shares outstanding |
| Ownership Guidelines | 3x salary requirement for covered officers; annual compliance review (individual compliance not disclosed) |
| Pledging/Hedging | Prohibited; no pledged shares among directors/executives |
| Vesting Overhang | Service-based shares scheduled to vest 2025–2028; PSU cycles concluding 12/31/2025 and 12/31/2026 may create vest-triggered share deliveries |
Employment & Contracts
- Transition to Executive Severance Plan: Miller moved from an auto-renewing employment agreement (2018) to an Executive Severance Plan letter effective 1/1/2025, with severance multiples of 2x for salary and bonus on qualifying terminations; 2x change-of-control multiple; equity vesting benefits as described; covenants required .
- Non-compete/-solicit and release conditions apply to severance payments; excise tax handled via best-net calculation without gross-up .
Performance & Track Record
- Company-level TSR outperformed 69% of equity REITs over the 3-year period ending 12/31/2024; 25-year annual TSR growth of 12.5% .
- Core FFO/share grew 1.8% to $3.32; dividends increased 2.7% to $2.29/share, marking 35 consecutive annual increases .
- Operational achievements in 2024 include $565.4m acquisitions at 7.7% initial yield and 98.5% occupancy .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote on executive compensation: ~96.8% approval; Compensation Committee intends to continue pay-for-performance approach .
Investment Implications
- Alignment: Heavy weighting to relative TSR PSUs and explicit Core FFO targets tie pay to shareholder returns and REIT cash generation, supported by anti-hedging/pledging and clawback policies .
- Vesting-driven supply: Service-based vesting in 2025–2028 (10,569 shares in 2025) and PSU settlements (2022 cycle paid 174.8% of target; 2023/2024 cycles pending) may create episodic share deliveries; watch trading windows around vest dates for potential sell-to-cover activity .
- Retention/transition: Move to Executive Severance Plan with 2x/2x multiples and CoC protections reduces forced turnover risk but raises change-of-control economics; no tax gross-ups for Miller mitigate shareholder-unfriendly optics .
- Governance strength: High say-on-pay support, no options, strict policies, and benchmarked pay at/near median reinforce disciplined compensation practices .