Catherine Wood
About Catherine Wood
Catherine Wood, age 69, is an independent director of NexPoint Real Estate Finance, Inc. (NREF) since July 2020; she is the CEO/CIO and a board member of ARK Investment Management LLC and ARK ETF Trust, and holds a B.S. in Finance & Economics (summa cum laude) from the University of Southern California . The Board cited her experience with disruptive technologies, business models, and processes as a key credential for her nomination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARK Investment Management LLC | Chief Executive Officer, Chief Investment Officer, Board Member | 2014–present | Founded ARK; leads thematic investing in disruptive innovation |
| ARK ETF Trust | Chief Executive Officer, Chief Investment Officer, Board Member | Current | Oversees ETF complex |
| AllianceBernstein | Chief Investment Officer, Global Thematic Strategies | 12 years (prior to 2014) | Led global thematic portfolios |
| Tupelo Capital Management | Co‑founder | Prior to AllianceBernstein | Hedge fund leadership |
| Jennison Associates LLC | Chief Economic Officer and other roles | 18 years | Economic/market strategy leadership |
| The Capital Group | Assistant Economist | Early career | Macro research |
External Roles
| Organization | Role | Since | Public/Private | Relationship to NREF |
|---|---|---|---|---|
| NexPoint Residential Trust, Inc. (NXRT) | Director | July 2020 | Public REIT | Affiliate of NREF |
| VineBrook Homes Trust, Inc. (VineBrook) | Director | July 2020 | Private REIT | Affiliate of NREF |
| NexPoint Diversified Real Estate Trust (NXDT) | Trustee | August 2022 | Public REIT | Affiliate of NREF |
| NexPoint Homes Trust, Inc. (NXHT) | Director | June 2022 | Private REIT | Affiliate of NREF |
| ARK ETF Trust | CEO/CIO/Board Member | Current | Registered investment company | Unrelated to NexPoint sponsor structure |
Board Governance
- Independence: The Board determined Ms. Wood is independent under NYSE rules; she serves on all three key committees (Audit; Compensation; Nominating & Corporate Governance) .
- Committee assignments and chairs:
- Audit Committee member; not designated an “audit committee financial expert” (the Board designated Constantino, Kavanaugh, Laffer, Swain as financial experts); Board also determined Ms. Wood is financially literate .
- Compensation Committee member; Chair is Dr. Laffer .
- Nominating & Corporate Governance Committee member; Chair is Mr. Kavanaugh .
- Workload and capacity: The Board expressly determined that Ms. Wood’s simultaneous service on audit committees of more than three public companies would not impair her ability to effectively serve on NREF’s Audit Committee .
- Attendance: In 2024, the Board met 5 times; all directors except Mr. Dondero attended at least 75% of Board and applicable committee meetings, indicating Ms. Wood met the 75% threshold .
- Executive sessions/leadership: Independent directors meet in regularly scheduled executive sessions; Scott Kavanaugh serves as Lead Independent Director with responsibilities over agendas, executive sessions, and shareholder access .
| Committee | Role | 2024 Meetings | Independence/Financial Literacy |
|---|---|---|---|
| Audit | Member (Chair: Constantino) | 5 | Independent; financially literate |
| Compensation | Member (Chair: Laffer) | 5 | Independent |
| Nominating & Corporate Governance | Member (Chair: Kavanaugh) | 5 | Independent |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $20,000 | Non‑management director fee |
| Committee chair fees | $0 | Chairs receive additional fees; Ms. Wood is not a chair |
| Meeting fees | $0 | Not disclosed/none specified beyond retainers |
| Total cash | $20,000 | — |
Performance Compensation
| Award Type | Grant Date | Units/Shares | Grant‑Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | March 13, 2024 | 4,530 units (held at 12/31/24) | $66,410 | Vested on March 13, 2025 (1‑year time‑based) | None disclosed (time‑based RSUs) |
| Options | — | — | — | Company does not grant stock options under equity programs | — |
Note: For 2024, Ms. Wood’s director pay mix is predominantly equity via time‑based RSUs (~$66.4k equity vs $20k cash), aligning compensation with stock performance through ownership; percentages are derived from the disclosed amounts .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| NXRT | Director | Affiliate of NREF (shared sponsor/manager) |
| NXDT | Trustee | Affiliate of NREF |
| NXHT | Director | Affiliate of NREF |
| VineBrook | Director | Affiliate of NREF |
| ARK ETF Trust | CEO/CIO/Board Member | Unaffiliated to NexPoint structure |
Expertise & Qualifications
- Board skills matrix flags Ms. Wood for Technology/Information Security/Innovation, Cybersecurity, Environmental Issues, and Human Capital, supporting oversight of emerging risks and strategic opportunities .
- The Board determined she is financially literate (NYSE standard) and independent; she serves on all three key committees, indicating broad governance engagement .
- Background spans thematic investment leadership and macroeconomic analysis at major asset managers, providing strategic and capital markets expertise relevant to an externally managed REIT .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Vesting Within 60 Days (as of Feb 25, 2025) | Pledged Shares | Policy Notes |
|---|---|---|---|---|---|
| Catherine Wood | 24,710 | <1% | 4,530 | None disclosed for Ms. Wood (pledges disclosed for other insiders) | Insider trading policy prohibits directors from hedging company securities |
Governance Assessment
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Strengths
- Independence and breadth: Independent status with seats on Audit, Compensation, and Nominating & Governance committees; financially literate; Board affirms capacity for heavy committee workload .
- Engagement: Met the company’s attendance expectation (≥75% of Board/committee meetings in 2024) .
- Alignment: Director compensation skews toward equity via RSUs; company prohibits director hedging of NREF securities, supporting alignment with long‑term shareholders .
- Relevant expertise: Technology/innovation and cybersecurity emphasis complements NREF’s stated focus areas and risk oversight structure (cyber oversight sits with Audit; ESG oversight with Nominating & Governance) .
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Watch items / potential conflicts
- Affiliate board overlap: Ms. Wood simultaneously serves on boards of multiple NexPoint‑affiliated REITs (NXRT, NXDT, NXHT, VineBrook). While the NREF Board has affirmed her independence, overlapping governance within the sponsor ecosystem can create perceived interlocks; continued disclosure and robust independent committee oversight remain important .
- Externally managed REIT conflicts: NREF discloses extensive related‑party transactions and conflict considerations tied to the external manager (fees tied to equity, allocation policies, cross‑transactions, and services by affiliates). These are systemic governance risks for externally managed REITs rather than Ms. Wood‑specific, but they heighten the importance of effective independent director oversight on Audit, Compensation, and Nominating committees where she serves .
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Attendance at annual meeting of stockholders: Company policy expects directors to attend; most did in 2024 (“all but two”), though the proxy does not specify individuals. Continued transparency on annual meeting participation is helpful for investor confidence .