Edward Constantino
About Edward Constantino
Edward Constantino, age 78, has served as an independent director of NexPoint Real Estate Finance (NREF) since February 2020, bringing over 40 years of audit, advisory, and tax experience at Arthur Andersen and KPMG, where he retired in late 2009 as an audit partner leading the firm’s real estate and asset management businesses . He is designated by NREF’s board as independent under NYSE rules and serves as Chair of the Audit Committee; the board also recognizes him as an “audit committee financial expert” and financially literate . His governance credentials include multiple REIT board roles across the NexPoint platform and public bank directorship, with committee leadership in audit and finance . In 2024, the board held five meetings, and all directors except the President met at least 75% attendance thresholds, evidencing engagement standards Constantino met .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Audit Partner, Head of Real Estate & Asset Management Businesses | Retired late 2009 | Led audit practice in real estate and asset management |
| Arthur Andersen LLP | Audit, Advisory, Tax Professional | Not disclosed | 40+ years cumulative audit/advisory/tax experience across Big Four/Big Five |
| Skadden, Arps, Slate, Meagher & Flom LLP | Consultant | Not disclosed | Advisory work post-KPMG |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NexPoint Residential Trust (NXRT) | Director | Since Mar 2015 | REIT board across NexPoint complex |
| VineBrook Homes Trust | Director | Since Feb 2019 | SFR REIT governance |
| NexPoint Diversified Real Estate Trust (NXDT) | Trustee | Since Mar 2020 | REIT trustee; independent designation |
| NexPoint Homes Trust (NXHT) | Director | Since Jun 2022 | SFR REIT governance |
| Patriot National Bancorp, Inc. | Director | Since 2010 | Public bank board |
| ARC Trust, Inc.; ARC Trust III, Inc. | Board member; Audit Committee Chair | Not disclosed | Audit leadership |
| St. Francis College (NY) | Board of Trustees; Finance & Investment Committee | Current | Finance and investment oversight |
Board Governance
- Independence: The board determined Constantino is independent under NYSE rules; independent directors meet in regularly scheduled executive sessions .
- Committee assignments and leadership: Audit Committee (Chair), Compensation Committee (member), Nominating & Corporate Governance Committee (member) .
- Financial expertise: Identified as an “audit committee financial expert” and financially literate (with Kavanaugh, Laffer, Swain also experts) .
- Meeting cadence and attendance: Board met 5 times in FY2024; all directors met ≥75% attendance except the President (James Dondero) .
- Lead Independent Director: Scott Kavanaugh, with defined responsibilities over executive sessions and board agenda/information approval .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, cybersecurity risks; Nominating & Governance oversees ESG risks and governance policy .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2023 | 20,000 | 15,000 (Audit Chair) | 35,000 | Standard cash structure: $20k base; $15k audit chair; other chair roles $7.5k; lead independent $10k |
| 2024 | 20,000 | 15,000 (Audit Chair) | 35,000 | Same cash structure reaffirmed for 2024 |
Performance Compensation
| Year | RSU Grant Date | RSU Fair Value ($) | Vesting Schedule | RSUs Held at Year-End |
|---|---|---|---|---|
| 2023 | Apr 4, 2023 | 64,708 | Vested Apr 4, 2024 (1-year service vest) | 4,274 RSUs per non-management director as of 12/31/2023 |
| 2024 | Mar 13, 2024 | 66,410 | Vested Mar 13, 2025 (1-year service vest) | 4,530 RSUs per non-management director as of 12/31/2024 |
Performance metric design and options:
- Metrics: RSU awards are service-based; no performance metrics (revenue, EBITDA, TSR, ESG) are disclosed for director RSU vesting .
- Options: Company does not grant stock options under equity programs .
Other Directorships & Interlocks
- NexPoint complex interlocks: Simultaneous service across NXRT, VineBrook, NXDT, NXHT boards; audit committee service on more than three public companies was reviewed and judged not to impair effectiveness by NREF’s board .
- Public bank directorship: Patriot National Bancorp director since 2010 .
- Academic/nonprofit oversight: St. Francis College trustee; Finance & Investment Committee .
Expertise & Qualifications
- CPA license; memberships: American Institute of CPAs; New York State Society of Public Accountants .
- Recognized audit/financial expert with deep real estate industry specialization .
- Consulting and governance breadth spanning public REITs, banking, and academic financial oversight .
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | % of Class | Shares Issuable Within 60 Days | RSUs Held at Year-End |
|---|---|---|---|---|
| Feb 29, 2024 | 28,874 | <1% | Not specified for Constantino in 2024 table | 4,274 RSUs (per non-management director) |
| Feb 25, 2025 | 31,139 | <1% | 2,265 shares (RSU vesting within 60 days) | 4,530 RSUs (per non-management director at 12/31/2024) |
Shares pledged:
- Pledge disclosures are made for certain insiders (e.g., Dondero, Mitts); no pledges are noted for Constantino in the beneficial ownership tables .
Insider trading/hedging policy:
- Directors are prohibited from engaging in hedging transactions (options, puts, calls) or short sales in NREF securities under the insider trading policy .
Governance Assessment
- Committee leadership and expertise: As Audit Chair and designated financial expert, Constantino is well-positioned to oversee financial reporting integrity, internal controls, and cybersecurity risk processes; the audit committee met five times in 2024, indicating regular oversight cadence .
- Independence and attendance: Independent under NYSE rules with board and committee attendance thresholds met; independent directors convene regular executive sessions, supporting board effectiveness .
- Compensation alignment: Director pay is modest, primarily service-based RSUs and fixed retainers; no options or performance-linked metrics for directors, limiting misalignment risk from equity instruments .
- Related-party/conflict controls: NREF operates under an external management agreement with extensive affiliate interactions (NexPoint complex), cross-transactions, and allocation policies; the board maintains a Related Party Transaction Policy requiring audit committee review and approval, and discloses potential conflicts and allocation methodologies to mitigate them .
- RED FLAGS to monitor:
- Structural conflicts from external management and affiliated entity interlocks (e.g., investments, financings, dealer manager fees, co-guarantees) require vigilant audit committee oversight and adherence to allocation and cross-transaction policies .
- Simultaneous audit committee service on more than three public companies can stretch capacity; the board concluded no impairment, but ongoing monitoring of workload and effectiveness is warranted .
- Shareholder-focused policies: Clawback policy adopted Nov 2023 (primarily executive incentive-based compensation) and hedging prohibition for directors bolster governance discipline .
Director compensation detail (Constantino):
- 2023: $35,000 cash; $64,708 RSU grant; total $99,708 .
- 2024: $35,000 cash; $66,410 RSU grant; total $101,410 .
Board and committee operations:
- 2024 board meetings: 5; audit, compensation, and nominating committees each met 5 times; Constantino chaired audit and served on compensation and nominating, reinforcing influence on disclosure, risk, and board composition .