Matt McGraner
About Matt McGraner
Matt McGraner, 41, serves as Executive Vice President and Chief Investment Officer (CIO) of NexPoint Real Estate Finance (NREF) since January 2020, after serving as Secretary from June 2019 to February 2020 . He co‑founded NREA, NXRT, NREF and other NexPoint real estate businesses, is a licensed attorney, and previously was an associate at Jones Day (2011–2013) focused on private equity, real estate and M&A, where he led $200 million of real estate acquisitions/financing and advised on $16.3 billion of transactions . Since 2013 through March 28, 2025, McGraner has led the acquisition and financing of over $20.1 billion of real estate investments, and his remit includes sourcing/executing investments, risk management, and platform operations across the sponsor’s real estate businesses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jones Day | Associate (PE/Real Estate/M&A) | 2011–2013 | Led ~$200M real estate acquisitions/financing; advised on ~$16.3B M&A/private equity transactions |
| NXRT | Secretary | Sep 2014–Mar 2015 | Supported governance during formation/growth phase |
| VineBrook | CEO, President & Secretary | Oct 2018–Feb 2019 | Oversaw single‑family rental platform leadership transition |
| NexPoint (Sponsor) | Managing Director | Since 2016 | Platform operations leadership, investment sourcing/risk management |
| NHT | Chief Investment Officer | Since Dec 2019 | CIO oversight for healthcare REIT affiliate |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NXRT | Executive VP & CIO | Since Mar 2015 | Affiliate of NREF |
| VineBrook | Executive VP, CIO & Secretary | Since Feb 2019 | Affiliate of NREF |
| NSP | Board Member & President | Since Nov 2020 | Affiliate of NREF |
| NXDT | Executive VP & CIO; Secretary (until Dec 2024) | Since Jul 2022 (Sec. Jul 2022–Dec 2024) | Affiliate of NREF |
| NXHT | CIO & Secretary | Since Jun 2022 | Affiliate of NREF |
Fixed Compensation
- NREF is externally managed; the compensation committee does not set or pay cash compensation for executive officers’ employment at the Manager. In 2023, NREF provided no cash compensation, pension benefits or nonqualified deferred compensation to named executive officers; the committee only reviews/approves NREF equity awards based on recommendations from the President .
- Reported compensation consists solely of NREF stock awards (RSUs); NREF does not grant stock options .
Performance Compensation
Annual Equity Awards (Grant-Date Fair Value)
| Year | Stock Awards ($) | Total Compensation ($) | Award Type |
|---|---|---|---|
| 2022 | 1,405,471 | 1,405,471 | RSUs |
| 2023 | 1,938,541 | 1,938,541 | RSUs |
| 2024 | 2,253,975 | 2,253,975 | RSUs |
No stock options are granted as part of NREF’s equity programs; awards are service‑based RSUs with time vesting and no disclosed performance metrics/weightings . The compensation committee avoids timing grants around MNPI and typically grants annually after the 10‑K filing .
Detailed RSU Vesting Schedule (Outstanding as of 12/31/2024)
| Grant Date | Unvested RSUs (#) | Vesting Schedule |
|---|---|---|
| Feb 22, 2021 | 15,840 | Vested on Feb 22, 2025 |
| Feb 21, 2022 | 34,617 | 50% on Feb 21, 2025; 50% on Feb 21, 2026 |
| Apr 4, 2023 | 96,031 | 1/3 on Apr 4, 2025; 1/3 on Apr 4, 2026; 1/3 on Apr 4, 2027 |
| Mar 13, 2024 | 153,750 | 1/4 on Mar 13, 2025; 1/4 on Mar 13, 2026; 1/4 on Mar 13, 2027; 1/4 on Mar 13, 2028 |
Outstanding Equity at FY‑End
| Metric | As of Dec 31, 2024 |
|---|---|
| Unvested RSUs (#) | 300,238 |
| Market Value ($) | 4,710,734 at $15.69 closing price |
Equity Ownership & Alignment
| Ownership Metric | Detail |
|---|---|
| Beneficial Ownership (Common) | 284,522 shares; 1.6% of class as of Feb 25, 2025 |
| RSUs Vesting Within 60 Days | 70,447.5 shares (counts toward his beneficial ownership per SEC rules) |
| Voting/Dispositive Power | Sole voting/dispositive power over 295,394.25 shares; shared voting/dispositive power over 1,800 shares via an LLC; disclaims beneficial ownership except to extent of pecuniary interest |
| Options | None; NREF does not grant options |
| Hedging | Prohibited for executives (no hedging or short sales) per insider trading policy |
| Pledging | No pledging disclosed for McGraner; other executives have pledged shares (e.g., Dondero, Mitts) |
| Ownership Guidelines | No explicit executive stock ownership guidelines disclosed in the proxy materials reviewed |
Employment Terms
- LTIP/Equity Treatment on Termination and Change‑in‑Control (CIC):
- Death, disability, retirement: all outstanding RSUs vest .
- Pre‑2024 grants: termination without cause or for good reason → all outstanding RSUs vest .
- 2024+ grants: termination without cause → RSUs that would vest in the next 12 months vest (subject to release/non‑revocation) .
- CIC not assumed/converted → all outstanding awards vest; if converted and terminated without cause/for good reason within two years post‑CIC → all outstanding awards vest .
Estimated Equity Vesting Value upon Specified Events (as of 12/31/2024)
| Scenario | Estimated Value ($) |
|---|---|
| Death/Disability/Retirement/CIC or termination without cause/for good reason within two years after CIC | 4,710,734 |
| Termination without cause | 2,901,481 |
| Termination for good reason | 2,298,397 |
- Definitions: LTIP describes CIC thresholds (e.g., 35% beneficial ownership change; board composition change; reorg/merger; liquidation; Manager termination). “Cause”/“Good Reason” defined in award agreements (material breach, felony, gross misconduct; material diminution of duties, pay reduction, relocation >50 miles) .
- Indemnification: NREF has indemnification agreements with directors/executive officers to the fullest extent permitted by law (subject to Securities Act limitations) .
- Clawback Policy: Adopted November 2023; Company will recover erroneously awarded incentive‑based compensation upon a restatement as defined in the policy. A prior 2022 revision related to Elysian at Hughes Center did not trigger clawbacks given timing/period coverage and no incentive‑based pay in the applicable recovery period .
- External Management & Conflicts: Manager earns an annual fee (1.5% of Equity) and may have incentives to raise capital and pursue growth that increase fees; external management structure creates potential misalignments versus stockholders (typical of externally managed REITs) .
Investment Implications
- Pay‑for‑performance alignment: McGraner’s reported NREF compensation is entirely service‑based RSUs with multi‑year vesting; no options or PSUs, and no disclosed performance metrics/weights, which lowers explicit performance linkage but increases retention through time‑based vesting .
- Retention and selling pressure: Large unvested RSUs across 2025–2028 create ongoing retention hooks; notable scheduled vesting tranches on Feb 21, 2025/2026, Apr 4, 2025–2027, and Mar 13, 2025–2028 could be watchpoints for potential trading around settlement windows, subject to insider trading policy and blackout periods .
- Ownership alignment: McGraner beneficially owns ~1.6% of common shares and has additional near‑term RSU vesting; no pledging disclosed for him (positive), while hedging is prohibited, supporting alignment. However, absence of explicit ownership guidelines in the proxy reduces the formal anchor to maintain a minimum stake .
- Change‑in‑control/severance economics: Equity‑centric CIC and termination protections can accelerate vesting (with 12‑month limitation for 2024+ grants on no‑cause terminations), implying meaningful equity value at separation/CIC; monitor for transaction scenarios or governance shifts that could trigger acceleration .
- Structural considerations: NREF’s external manager fee based on equity can create incentives that are not fully aligned with shareholders, a known risk factor in externally managed REIT models; investors should weigh McGraner’s strong execution track record (>$20.1B of real estate acquisitions/financings since 2013) against potential advisor‑level conflicts .