Pamela K. M. Beall
About Pamela K. M. Beall
Pamela K. M. Beall, age 68, has served as an independent director of NNN REIT, Inc. since August 2016 (9 years of service as of March 17, 2025). She is an Audit Committee Financial Expert and brings deep CFO, capital markets, and audit expertise from her tenure as EVP & CFO of Marathon Petroleum and as a director of MPLX GP LLC; she holds a B.S. in Accounting (University of Findlay), an MBA (Bowling Green State University), and is a non‑practicing CPA. She founded Agriculture Energy Partners LLC and has attended the Oxford Institute for Energy Studies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum Corporation | Executive Vice President & Chief Financial Officer | 2016–2021 | Senior finance leadership of Fortune 500 energy company |
| MPLX GP LLC (general partner of MPLX LP) | Director | 2014–2021 | Oversight of publicly traded MLP’s logistics and processing operations |
| Tesoro Logistics GP, LLC | Director | 2018–2019 | Public company board experience in energy logistics |
External Roles
| Organization | Role | Since/To | Committees |
|---|---|---|---|
| Nationwide Mutual Insurance Company | Director; Audit Committee Chair; Finance Committee member | Apr 2021–present | Audit (Chair); Finance |
| Nationwide Trust Company | Director | Aug 2024–present | Audit and Fiduciary Committee |
| University of Findlay | Trustee (Emeritus) | n/a | Board of Trustees (Emeritus) |
| Agriculture Energy Partners LLC | Founder | n/a | Consulting/investment in energy projects |
Board Governance
- Independence: The Board determined Ms. Beall is independent under NYSE listing standards.
- Committee assignments (NNN):
- Audit Committee: Member; committee met 8 times in 2024; all members independent; Beall qualifies as an “audit committee financial expert.”
- Governance & Nominating Committee: Member; committee met 5 times in 2024; all members independent.
- Attendance and engagement:
- All eligible directors attended at least 86% of Board meetings and 92.3% of committee meetings in 2024; independent directors held four executive sessions.
- Board leadership: Independent Chairperson structure; independent directors constitute the majority of the Board.
Fixed Compensation
Director compensation program and Ms. Beall’s 2024 actuals.
- Non-employee director pay program (effective since July 1, 2023):
- Board member retainer: $225,000 (up to $80,000 electable in cash; balance in stock)
- Board Chair premium: $120,000
- Committee retainers: Audit Chair $30,000; Audit Member $12,500; Compensation Chair $25,000; Compensation Member $10,000; Governance & Nominating Chair $25,000; Governance & Nominating Member $10,000
- Retainers paid quarterly; committee retainers payable in cash or stock at director’s election.
| Director | Year | Fees Earned (Cash) $ | Stock Awards (ASC 718 FV) $ | Total $ |
|---|---|---|---|---|
| Pamela K. M. Beall | 2024 | 102,500 | 145,000 | 247,500 |
- Mix: ~41% cash / 59% equity based on 2024 totals (calculated from disclosed amounts).
Performance Compensation
- Director equity is delivered as part of retainers (stock in lieu of cash); no performance-based equity (e.g., PSUs) or options are described for non-employee directors.
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Financial/TSR/ESG metrics | None disclosed | Director pay consists of retainers; equity is form of payment in stock, not performance awards. |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Nationwide Mutual Insurance Company | Private mutual | Director; Audit Chair; Finance member | Financial services; no NNN-related transactions disclosed. |
| Nationwide Trust Company | Subsidiary | Director; Audit & Fiduciary Committee | No NNN-related transactions disclosed. |
| Tesoro Logistics GP, LLC (past) | Public (historical) | Director (2018–2019) | Past role; no current interlock with NNN disclosed. |
No related-party transactions involving Ms. Beall are identified in the “Certain Relationships and Related Transactions” section; the Audit Committee oversees a formal policy for any such transactions.
Expertise & Qualifications
- Audit/financial expertise: Identified as Audit/Financial Expert by the Board; qualifies as an “audit committee financial expert.”
- Capital markets and CFO experience: Former EVP & CFO of Marathon Petroleum; director at MPLX GP LLC.
- Education and credentials: B.S. Accounting (University of Findlay); MBA (Bowling Green State University); non-practicing CPA; Oxford Institute for Energy Studies attendee.
- Relevant skills matrix: Banking & Capital Markets expertise; independence; gender diversity.
Equity Ownership
- Beneficial ownership: 32,214 shares; less than 1% of outstanding shares (188,033,109 outstanding as of Feb 28, 2025).
- Ownership guidelines: Directors must own stock equal to 3x annual total board compensation within 5 years; nominees with requisite tenure (including Ms. Beall) exceed the requirement.
- Hedging/pledging: Hedging and short selling prohibited; directors are restricted from pledging company shares, and no directors or executive officers have pledged shares.
- Deferred Fee Plan: Some directors defer fees into stock; Ms. Beall was not listed among 2024 participants in the deferral table.
| Item | Detail |
|---|---|
| Shares beneficially owned | 32,214 (≤1% of class) |
| Shares outstanding (for % calc) | 188,033,109 (as of Feb 28, 2025) |
| Ownership guideline | 3x annual board comp within 5 years; Ms. Beall exceeds (tenure since 2016) |
| Hedging/Pledging | Prohibited; no pledges by directors/officers |
| 2024 Deferred Fee participation | Not shown among credited directors |
Governance Assessment
-
Strengths
- Independent director with deep CFO, capital markets, and audit credentials; designated Audit Committee Financial Expert; active Audit and Governance & Nominating member.
- Strong engagement: Board/committee attendance thresholds were high in 2024; independent directors held four executive sessions.
- Pay alignment: Majority of director compensation delivered in stock; robust ownership guidelines; anti-hedging/anti-pledging and clawback policies in place at the company level.
- Investor support: 2024 Say‑on‑Pay approval was ~96.8%, supporting broader compensation governance.
-
Watch items / potential conflicts
- External roles at Nationwide entities (financial services) appear unrelated to NNN’s net-lease REIT business; no related-party transactions disclosed, and a formal related-party policy is overseen by the Audit Committee.
- No director-specific performance-based compensation, which is typical and governance‑friendly for directors; oversight relies on committee workload and equity ownership alignment rather than pay-for-performance constructs.
-
RED FLAGS
- None identified: no pledging or hedging; no related‑party transactions disclosed involving Ms. Beall; high attendance; independent status; strong audit credentials.