Brian Mitts
About Brian Mitts
Brian Mitts, age 54, is a director of NexPoint Real Estate Finance, Inc. (NREF) who has served on the Board since June 2019; he previously served as NREF’s Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer from February 2020 through resignation effective 11:59 PM CT on December 31, 2024, and earlier as President and Treasurer from June 2019 to February 2020. He co-founded NexPoint Real Estate Advisors, L.P. (NREA), parent of NREF’s external Manager, and has extensive finance, real estate REIT, and operations experience across NexPoint-affiliated platforms; prior roles include COO of Highland Funds Asset Manager, L.P. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NexPoint Real Estate Finance, Inc. (NREF) | Board Member | June 2019–present | Not disclosed |
| NREF | CFO, EVP-Finance, Secretary, Treasurer | Feb 2020–Dec 31, 2024 | Led finance; externally managed (no cash comp by NREF) |
| NREF | President and Treasurer | Jun 2019–Feb 2020 | Founding leadership |
| NXRT (NexPoint Residential Trust, Inc.) | CFO, EVP-Finance & Treasurer; Secretary | Mar 2015–Dec 2024; Secretary Feb 2019–Dec 2024 | Finance leadership |
| NHT (NexPoint Hospitality Trust) | CFO, EVP-Finance, Treasurer & Corporate Secretary | Dec 2018–Dec 2024 | Finance leadership |
| VineBrook Homes Trust, Inc. | CFO/Treasurer/Assistant Secretary; President; Interim President; President & CEO | Nov 2018–Aug 2024; Jul–Oct 2018; Sep 2021–Feb 2023; Feb–Dec 2024 | Operating leadership |
| NSP (NexPoint Storage Partners, Inc.) | CFO, Secretary & Treasurer | Nov 2020–Dec 2024 | Finance leadership |
| NXDT (NexPoint Diversified Real Estate Trust) | CFO, EVP-Finance, Treasurer & Assistant Secretary | Jul 2022–Dec 2024 | Finance leadership |
| NXHT (NexPoint Homes Trust, Inc.) | President & Treasurer; CEO, CFO & Assistant Secretary | Feb 2022–Dec 2024; Jun 2022–Dec 2024 | Operating leadership |
| Highland Funds Asset Manager, L.P. | COO (external advisor to funds) | Not disclosed | Fund operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NREF | Director | Jun 2019–present | Not on Audit/Comp/Nominating committees |
| NXRT | Director | Sep 2014–present | Not disclosed |
| VineBrook Homes Trust, Inc. | Director | Jul 2018–present | Not disclosed |
| NXDT | Trustee | Jul 2022–present | Not disclosed |
| NXHT | Director | Jun 2022–present | Not disclosed |
| NSP | Director | Mar 2023–present | Not disclosed |
Board Governance
- Committee assignments: Audit, Compensation, and Nominating & Corporate Governance committees are composed of Constantino, Kavanaugh, Laffer, Swain, and Wood; Mitts is not listed as a member on any of these standing committees.
- Independence: The Board determined five directors (Constantino, Kavanaugh, Laffer, Swain, Wood) are independent per NYSE rules; Mitts is not included in the independent cohort.
- Attendance: The Board held five meetings in 2024; all directors met at least 75% attendance except Mr. Dondero—implying Mitts met at least 75% during 2024.
- Years of service: Mitts has served on NREF’s Board since June 2019 (0–5 years tenure cohort).
- Lead Independent Director: Scott Kavanaugh is Lead Independent Director, with defined responsibilities for executive sessions, agendas, liaison duties, and shareholder availability.
Fixed Compensation
| Component | Amount/Terms | Period/Date | Notes |
|---|---|---|---|
| Cash comp from NREF for executive role | $0 (externally managed model) | 2024 | Executives receive no cash comp from NREF; fees paid to Manager (~$3.9MM) |
| Separation payments | $200,000 paid; $200,000 scheduled | Paid Feb 28, 2025; Due Aug 29, 2025 | Under Separation Agreement; plus 12 months COBRA subsidy |
| Non-management director annual retainer (general structure) | $20,000 cash retainer | 2024 structure | Applies to non-management directors; RSUs granted annually |
| Chair fees (general structure) | Audit chair $15,000; Comp chair $7,500; Nominating chair $7,500; Lead independent $10,000 | 2024 structure | Role-based add-ons |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock awards (aggregate grant-date fair value) | $414,064 | $488,662 |
| RSU Grant | Unvested as of 12/31/2024 | Vesting Schedule |
|---|---|---|
| Feb 22, 2021 | 5,163 units | Vested Feb 22, 2025 |
| Feb 21, 2022 | 11,077 units | 50% on Feb 21, 2025; 50% on Feb 21, 2026 |
| Apr 4, 2023 | 20,512 units | One-third each on Apr 4, 2025, 2026, 2027 |
| Mar 13, 2024 | 33,333 units | One-fourth on Mar 13, 2025; then annually through Mar 13, 2028 |
| Outstanding Equity Awards (12/31/2024) | Units Not Vested | Market Value ($) |
|---|---|---|
| RSUs (total) | 70,085 | $1,099,634 (at $15.69 close) |
| Termination/Change-in-Control Scenario (as of 12/31/2024) | Estimated Value ($) |
|---|---|
| Death/Disability/Retirement/Change in Control or termination without cause/for good reason during 2 years after CIC | $1,099,634 |
| Termination without cause | $707,388 |
| Termination for good reason | $576,639 |
Separation terms amended award agreements: service as director/trustee counts toward vesting; “Qualifying Termination” includes failure to be recommended or re-elected (other than for Cause); “Cause” expanded; no RSU acceleration at resignation.
Other Directorships & Interlocks
| Company | Relationship to NREF | Role | Affiliation/Notes |
|---|---|---|---|
| NXRT | Affiliate of Sponsor/Manager | Director since Sep 2014 | Multiple related-party ties across NexPoint entities – |
| VineBrook Homes Trust | Affiliate | Director since Jul 2018 | NREF transacted in VINEB 2024 CMBS; buy/sell tranches in 2024 |
| NXDT | Affiliate | Trustee since Jul 2022 | Intercompany note originated/paid off in 2024 |
| NXHT | Affiliate | Director since Jun 2022 | Affiliated governance |
| NSP | Affiliate | Director since Mar 2023 | NSP guaranty/Series D pref dividends exposure; NREF share of guarantee exposure described |
NREF discloses extensive related-party transactions with affiliates (e.g., NexBank loan, IQHQ participation structures, Series B dealer manager fees to NexPoint Securities), overseen via a Related Party Transaction Policy requiring disinterested audit committee review.
Expertise & Qualifications
- Co-founder of NREA and NREF; broad finance, REIT structuring, and operations background across multifamily, SFR, self-storage, and diversified portfolios; prior COO of Highland Funds Asset Manager, L.P. .
- Served in senior finance roles (CFO/EVP-Finance/Treasurer/Secretary) at NREF, NXRT, NXDT, NSP, NXHT, NHT, and held CEO/President roles at VineBrook, evidencing operational depth.
- Selected for NREF’s Board based on prior board service and executive experience.
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (common) | 96,139.03 shares; <1% of class | Feb 25, 2025 |
| RSUs vesting within 60 days | 15,170.25 shares | Included in beneficial ownership calculation mechanics |
| Shares in 401(k) | 7,748.53 shares | Beneficially owned |
| Shares via child | 95 shares | Shared voting/dispositive power |
| Pledged shares (RED FLAG) | 40,876 shares pledged to JPMorgan Chase & Co. | Feb 25, 2025 |
| Unvested RSUs (NREF) | 70,085 units | As of Dec 31, 2024; market value $1,099,634 |
Insider trading policy prohibits hedging transactions for directors and executive officers.
Fixed Director Compensation Structure (Context)
| Component | Amount | Notes |
|---|---|---|
| Annual director cash fee | $20,000 | Non-management directors |
| Annual RSU grant | Grant value equals closing price on grant date | Mar 13, 2024 grant; 4,530 RSUs held by non-management directors at 12/31/2024; vest on first anniversary |
| Chair fees | Audit $15,000; Compensation $7,500; Nominating $7,500 | Annual, cash |
| Lead Independent Director fee | $10,000 | Annual, cash |
Performance Compensation Metrics (Structure)
- NREF does not grant stock options; equity compensation delivered via RSUs with time-based vesting schedules (annual or multi-year tranches).
- Change-of-control treatment provides acceleration if awards are not assumed, or double-trigger vesting if awards converted and service terminates without cause/for good reason within two years post-CIC.
- No pension or deferred compensation plans for officers; compensation expense added back in EAD for Manager fee base while LTIP expense included in the Expense Cap calculus.
Governance Assessment
- Independence and committee roles: Mitts is not classified as independent under NYSE rules and is not seated on the Audit, Compensation, or Nominating committees, which may limit direct involvement in oversight areas critical to investor protection (audit, pay, nominations). Independent committees are in place, which mitigates risk.
- Attendance: Satisfactory; at least 75% board/committee attendance in 2024 (exception noted only for Dondero).
- Alignment and incentives: Significant RSU holdings with multi-year time-based vesting support alignment; however, the pledge of 40,876 shares is a notable red flag for alignment risk under many governance best practices.
- Conflicts/related-party exposure: Extensive interlocks and roles across NexPoint-affiliated entities, combined with numerous related-party transactions (e.g., NexBank loan, IQHQ financings, NSP guaranty, dealer manager fees) elevate conflict-of-interest risk; NREF has a formal Related Party Transaction Policy and audit committee oversight, but concentration of affiliations warrants continued investor scrutiny. –
- Separation terms: Cash separation payments ($200k x2) and amended RSU award agreements counting director/trustee service toward vesting—no acceleration at resignation—are shareholder-favorable versus immediate vesting, but ongoing vesting tied to board service underscores entrenchment incentives.
Overall signal: Strong REIT finance/operator credentials and satisfactory attendance; counterbalanced by non-independence, extensive affiliate interlocks/transactions, and pledged shares. Investors should monitor committee independence, enforcement of the related-party policy, and any future pledging or award modifications.