Vincent H. Chao
Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer at NNN REIT
Executive
About Vincent H. Chao
Vincent H. Chao, age 50, joined NNN as Executive Vice President on January 9, 2025 and became CFO, Assistant Secretary, Treasurer, and principal financial officer effective April 1, 2025. He previously served as Managing Director, Finance at RPT Realty (capital markets, corporate finance, IR, portfolio management, data analytics), was Head of U.S. REIT Research at Deutsche Bank Securities, and held operational/project management roles at Procter & Gamble; he holds a B.S. in Mechanical Engineering (Cornell) and an MBA (NYU Stern), is a CFA charterholder, and a member of ICSC and Nareit . Company performance context used in pay design: 2024 Core FFO per share was $3.32 (financial component paid at 120% of target for NEOs), and 3-year TSR for the 2022 grant cycle ranked at the 68.7th percentile with PSUs vesting at 174.8% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RPT Realty | Managing Director, Finance | Not disclosed | Led capital markets, corporate finance, investor relations, portfolio management, data analytics |
| Deutsche Bank Securities, Inc. | Head of U.S. REIT Research | Not disclosed | Covered U.S. REITs; research leadership and sector expertise |
| Procter & Gamble | Operational and project management roles | Not disclosed | Operational and project execution experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CFA Institute | CFA Charterholder | Not disclosed | Professional credential |
| ICSC | Member | Not disclosed | Industry association engagement |
| Nareit | Member | Not disclosed | Industry association engagement |
Fixed Compensation
| Component | Details |
|---|---|
| Base Salary | $500,000 per annum starting Jan 9, 2025 |
| Sign-on Bonus | $75,000 cash, plus 25% tax gross-up to cover relocation to Orlando |
| Initial Equity Grant | 10,000 service-based restricted shares; 100% vest on Jan 9, 2028 subject to continuous employment through that date |
| Annual Bonus Eligibility | Eligible under executive cash bonus plan; determined by Committee per policy |
| Long-Term Incentives Eligibility | Eligible under the 2017 Performance Incentive Plan; awards determined by Committee |
| CFO Effective Date | April 1, 2025 (CFO, Assistant Secretary, Treasurer, principal financial officer) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Core FFO per share (annual bonus financial component) | 75% (company program) | Company-set targets (not disclosed) | $3.32 for FY 2024 | 120% of target for financial component (2024 NEOs) | Bonus subject to leverage cap; downward adjustment if debt leverage exceeds Board cap |
| Strategic/Individual goals (annual bonus) | 25% (company program) | Committee-set goals (not disclosed) | Not disclosed | Not disclosed | Qualitative assessment; part of annual bonus design |
| Long-term: Performance Shares (relative TSR vs REITs) | 70% of LTI (company program) | 3-year TSR vs peer comparators | 2022–2024 cycle: 68.7th percentile | 174.8% of target; vested Jan 1, 2025 (for 2022 cycle) | Company uses broad Nareit comparators for TSR |
| Long-term: Service-based Restricted Stock (standard grants) | 30% of LTI (company program) | Time-based | Vests ratably over 4 years (standard NEO grants) | N/A | For Chao’s initial grant: single 3-year cliff vest (100% on Jan 9, 2028) |
Chao participates in this framework from 2025 onward; his initial equity grant is service-based only (no PSUs disclosed at hire) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Initial award: 10,000 unvested restricted shares (service-based) |
| Vested vs Unvested | Vested: 0; Unvested: 10,000; 100% vest on Jan 9, 2028 subject to employment |
| Options | Company emphasizes restricted stock; no options disclosed for Chao; Committee prefers restricted stock vs options for REIT alignment |
| Anti-Hedging Policy | Prohibits hedging (short sales, puts/calls, exchange funds, forward sale contracts) for employees and directors |
| Pledging Limitation | Directors and executive officers restricted from pledging and margin accounts; no directors or executive officers have pledged any shares |
| Ownership Guidelines | Equity Retention Policy requires meaningful stock ownership for CEO and certain officers (multiples not disclosed for executives) |
| Compliance Status | Not disclosed for Chao; guidelines apply |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | Executive Vice President effective Jan 9, 2025; CFO roles effective Apr 1, 2025 |
| Severance Plan Participation | Participant in Executive Severance Plan effective Jan 9, 2025 |
| Termination Payment Multiple | 2.5x base salary and 2.5x average annual bonus (3 prior years) for terminations without cause/for good reason; installments over 12 months |
| Change-of-Control Termination Multiple | 2.5x base and 2.5x average bonus if terminated without cause/for good reason in CoC protection period (3 months before to 12 months after CoC) |
| Change-of-Control Equity | Single-trigger: time-based equity fully vests; performance-based equity vests at target upon CoC |
| Retirement Benefits | Prorated bonus based on actual performance; vesting of time-based equity; prorated vesting of performance-based awards based on actual performance |
| Conditions | Non-competition, non-solicitation, non-disclosure, non-disparagement; release of claims (except death/disability) |
| “Cause” / “Good Reason” | Definitions include felony/ fraud, failure to perform, material breach, material reduction in duties, salary reduction, relocation beyond 50 miles, Company breach, failure of successor assumption |
| Excise Tax Treatment | Cutback vs full payment—whichever yields greater after-tax benefits; no 280G excise tax gross-ups under plan |
| Clawback | Incentive-based compensation subject to NYSE-compliant clawback for material financial restatements (3-year lookback) |
| Anti-Hedging & Pledging | Hedging prohibited; pledging restricted; no pledges outstanding |
Compensation Peer Group (Benchmarking Context)
| Peer Group (2024) | Notes |
|---|---|
| Agree Realty, Brixmor, Camden, EPR, Federal Realty, Kimco, Kite Realty, Medical Properties Trust, Omega Healthcare, Realty Income, Regency Centers, Tanger, W. P. Carey | Committee targets aggregate total pay opportunities near 50th percentile; NNN’s 1-, 3-, 5-year TSRs between peer 25th–50th percentiles as of 12/31/2024 |
Say-on-Pay & Governance Signals
- 2024 Say‑on‑Pay approval: 96.8% .
- Strong governance controls: anti‑hedging policy, pledging limitations, equity retention/ownership guidelines, clawback policy .
Performance & Track Record at NNN
- Capital markets execution in 2025: Chao signed the underwriting agreement for notes and supplemental indenture as EVP/CFO, reflecting active involvement in debt issuance and liability management .
Investment Implications
- Alignment: Chao’s pay is anchored in company Core FFO/strategic goals and multi‑year relative TSR, with robust anti‑hedging/pledging and clawback safeguards—supportive of shareholder alignment .
- Retention risk: The initial 10,000 restricted share grant is a 3‑year cliff vest (Jan 9, 2028), creating a medium‑term retention tether; severance provides 2.5x cash multiples and single‑trigger equity acceleration on change‑of‑control, which could elevate turnover incentive if a CoC occurs .
- Trading signals: No pledging permitted and anti‑hedging prohibitions reduce forced selling; near‑term insider selling pressure appears low given unvested equity until 2028 and ownership guidelines .
- Pay levels vs market: The Committee targets ~50th percentile peers, with high variable pay tied to Core FFO and TSR; 2024 outcomes (120% financial payout; PSUs at 174.8%) indicate sensitivity to performance, which could amplify bonus variability under Chao’s tenure .