Carol Swain
About Carol Swain
Dr. Carol Swain, age 71, has served as an independent director of NexPoint Real Estate Finance (NREF) since August 2022. Her background includes tenured academic roles and entrepreneurial experience: former professor at Vanderbilt University (1999–2017) and founder of REAL Unity Training Solutions LLC (2020) and Carol Swain Enterprises, LLC (2014). She holds a BA (Roanoke College), MA in Political Science (Virginia Tech), PhD in Political Science (UNC Chapel Hill), and Master of Legal Studies (Yale Law School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vanderbilt University | Professor | Aug 1999–2017 | Academic leadership and scholarship |
| REAL Unity Training Solutions LLC | Founder | Nov 2020–present | Entrepreneurial leadership |
| Carol Swain Enterprises, LLC | Founder | Oct 2014–present | Entrepreneurial leadership |
| Tennessee Advisory Committee to the U.S. Civil Rights Commission | Member | Not disclosed | Advisory/governance experience |
| National Endowment for the Humanities | Service role | Not disclosed | Public policy/governance experience |
| 1776 Commission | Member | Not disclosed | National commission service |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| NXRT (NexPoint Residential Trust) | Director | Aug 2022–present | Affiliate of the NREF sponsor complex |
| VineBrook | Director | Aug 2022–present | Affiliate board |
| NXDT (NexPoint Diversified Real Estate Trust) | Trustee | Aug 2022–present | Affiliate board/trustee role |
| NXHT | Director | Aug 2022–present | Affiliate board |
Board Governance
- Independence: Board determined Dr. Swain is independent under NYSE rules .
- Attendance: Board held 5 meetings in 2024; all directors except Mr. Dondero attended at least 75% of Board and committee meetings, implying Dr. Swain met minimum attendance expectations .
- Audit Committee: Member; the Board determined Dr. Swain qualifies as an “audit committee financial expert”; committee met 5 times in 2024; chair is Edward Constantino .
- Compensation Committee: Member; committee met 5 times in 2024; chair is Dr. Arthur Laffer .
- Nominating & Corporate Governance Committee: Member; committee met 5 times in 2024; chair is Scott Kavanaugh .
- Lead Independent Director: Scott Kavanaugh; responsibilities include presiding over executive sessions, liaising with the Chairman, approving Board meeting agendas/schedules, and investor consultation when requested .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
Committee Structure (2024)
| Committee | Members | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Constantino; Kavanaugh; Laffer; Swain; Wood | Constantino | 5 |
| Compensation | Laffer; Kavanaugh; Constantino; Swain; Wood | Laffer | 5 |
| Nominating & Corporate Governance | Kavanaugh; Constantino; Laffer; Swain; Wood | Kavanaugh | 5 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual director cash retainer | $20,000 |
| Committee chair cash fees (Audit/Comp/Nom-Gov) | $0 (not a chair) |
| Lead independent director cash fee | $0 (not lead independent director) |
| Total cash fees (2024) | $20,000 |
Policy highlights: Non-management directors receive an annual cash fee of $20,000 and an annual grant of RSUs; committee chairs receive additional cash fees ($15,000 Audit; $7,500 Comp; $7,500 Nom-Gov); lead independent director receives $10,000 .
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Mar 13, 2024 | 4,530 | $66,410 | Vested Mar 13, 2025 (one-year cliff) |
Additional equity award timing/policy: Company does not grant stock options and typically grants equity awards once per year, at least two business days after filing the 10-K and not while in possession of MNPI .
Other Directorships & Interlocks
| Entity | Interlock/Relevance | Potential Conflict Vector |
|---|---|---|
| NXDT OP note | NREF borrowed $6.5M from NXDT OP (Apr 19, 2024), paid down and extinguished in 2024 | Transaction with affiliate while Swain serves on NXDT’s board increases related-party exposure |
| SFR OP notes (NHT affiliate) | NREF loaned $0.5M (Mar 2024) and up to $5.0M (Oct 2024) to SFR OP (NHT operating partnership) | Affiliate lending activity; Swain sits on NXHT board |
| Series B Preferred Offering | Dealer manager is NexPoint Securities, an affiliate; $8.5M selling commissions and $3.7M dealer manager fees paid in 2024 | Fee flows to sponsor affiliates |
| External Manager | NREF pays 1.5% Annual Fee on “Equity”; operating expenses + reimbursement + Annual Fee capped at 2.5% of equity book value; ~$3.9M fees paid in 2024 | External management structure creates incentives and potential misalignment; conflicts discussed by the company |
Note: Dr. Swain’s simultaneous service on affiliate boards (NXRT, NXDT, NXHT, VineBrook) alongside NREF’s related-party transactions with those affiliates and sponsor-controlled entities represents governance interlocks that merit monitoring, despite formal independence determinations .
Expertise & Qualifications
- Academic credentials: BA (Roanoke), MA (Virginia Tech), PhD (UNC Chapel Hill), Master of Legal Studies (Yale) .
- Board qualifications: Designated “audit committee financial expert”; financially literate under NYSE rules .
- Domain expertise cited by NREF: Experience in political science, law, and government .
Equity Ownership
| As-of Date | Security | Amount | % of Class | Source |
|---|---|---|---|---|
| Feb 25, 2025 | Common Stock | 8,804 | <1% (“*”) | Beneficial ownership table (17,461,129 shares outstanding) |
| Dec 31, 2024 | RSUs (unvested at year-end) | 4,530 | N/A | Director RSU holdings |
| Mar 13, 2025 | RSUs converted to Common | 4,530 (conversion) | N/A | Form 4: 2025-03-17; securities transacted 4,530; post-transaction 8,804 common |
| Apr 3, 2025 | RSU award | 5,518 | N/A | Form 4: 2025-04-07; post-award RSUs owned 5,518 |
No pledging disclosed for Dr. Swain; pledging disclosed for Mr. Dondero (205,440 shares) underscores the company’s tracking of such practices .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Units | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| 2024-03-15 | 2024-03-13 | A (Award) | RSUs | 4,530 | $0 | 4,530 RSUs | |
| 2024-04-08 | 2024-04-04 | M (Exempt) | RSUs (Disposition on vest) | 4,274 | $0 | 0 RSUs (specific line item) | |
| 2024-04-08 | 2024-04-04 | M (Exempt) | Common Stock (Acquisition on vest) | 4,274 | $0 | 4,274 common | |
| 2025-03-17 | 2025-03-13 | M (Exempt) | RSUs (Disposition on vest) | 4,530 | $0 | 0 RSUs (specific line item) | |
| 2025-03-17 | 2025-03-13 | M (Exempt) | Common Stock (Acquisition on vest) | 4,530 | $0 | 8,804 common | |
| 2025-04-07 | 2025-04-03 | A (Award) | RSUs | 5,518 | $0 | 5,518 RSUs |
Governance Assessment
- Board effectiveness: Swain serves on all three key committees (Audit/Comp/Nom-Gov), with the Board designating her as an audit committee financial expert—supportive of oversight quality and financial rigor .
- Independence and engagement: Formally independent; attendance met minimum expectations; participates in executive sessions via collective independent director processes—positives for investor confidence .
- Compensation and alignment: Modest cash ($20,000) plus equity RSUs ($66,410 grant-date fair value; 4,530 units) with annual vesting supports alignment; no stock options granted per policy—lower risk profile for director equity .
- Related-party exposure (RED FLAG to monitor): NREF’s extensive affiliate transactions (NXDT OP financing; SFR OP notes; dealer manager fees to NexPoint Securities; external manager Annual Fee) alongside Swain’s affiliate board roles create interlocks that could affect perceived independence despite formal determinations. The company acknowledges structural conflicts tied to the external management model and equity-raising incentives .
- Ownership alignment: Direct beneficial ownership of 8,804 shares (<1% of common), plus ongoing RSU awards (5,518 units as of Apr 2025) shows skin-in-the-game, albeit limited in percentage terms given share count .
Overall, Swain’s qualifications and committee assignments strengthen audit and governance oversight; investors should continue scrutinizing affiliate transactions and external manager incentives given her interlocks across the NexPoint complex .
Director Compensation (Detail for 2024)
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $20,000 |
| Stock awards (grant-date fair value) | $66,410 |
| Total | $86,410 |
| RSUs held at 12/31/2024 | 4,530 |
| RSU vest date | Mar 13, 2025 |
Independence, Attendance, and Engagement
- Independence status: Independent director under NYSE rules .
- Board meetings in 2024: 5; Swain attended at least 75% of Board/committee meetings (all directors except Mr. Dondero met threshold) .
- Executive sessions: Regular sessions of independent directors; lead independent director responsibilities detailed (agenda, liaison, presiding, information flow) .
Potential Conflicts or Related-Party Exposure
- Management Agreement: 1.5% Annual Fee on Equity (monthly, cash or stock); expense cap at 2.5% of equity book value; ~$3.9M paid to Manager in 2024 .
- Affiliated transactions: NXDT OP note ($6.5M issued Apr 2024; extinguished Sep 2024), SFR OP notes ($0.5M Mar 2024; up to $5.0M Oct 2024), Series B Preferred dealer manager fees ($8.5M selling commissions; $3.7M dealer manager fee in 2024) .
- Company discussion of conflicts: External manager’s fee structure may incentivize equity issuance and risk-taking; conflicts are recognized by NREF with related policies and committee oversight .