Scott Kavanaugh
About Scott Kavanaugh
Scott Kavanaugh, age 64, is an independent director of NexPoint Real Estate Finance, Inc. (NREF) and has served on the board since February 2020. He is the Board’s Lead Independent Director, is designated an “audit committee financial expert,” and brings deep capital markets and banking experience from prior leadership roles, including CEO of First Foundation Inc. and Chairman/CEO of First Foundation Bank through November 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Foundation Inc. (FFI) | Chief Executive Officer | Dec 2009 – Nov 2024 | Led growth of a financial services platform; concurrently Vice-Chairman of FFI |
| First Foundation Inc. | President & COO | Jun 2007 – Dec 2009 | Operational leadership preceding CEO role |
| First Foundation Bank (subsidiary of FFI) | Chairman & CEO | Sep 2007 – Nov 2024 | Led bank operations; governance and risk oversight |
| Commercial Capital Bancorp, Inc. | EVP & Chief Administrative Officer; Director | 1999 – 2003 | Bank holding company leadership and board service |
| Commercial Capital Mortgage | EVP & COO; Director | 1998 – 2003 | Mortgage operations leadership |
| Great Pacific Securities, Inc. | Partner; Head of Trading (Fixed Income & Equities) | 1993 – 1998 | Capital markets trading leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NexPoint Residential Trust, Inc. (NXRT) | Director | Since Mar 2015 | Affiliate of NREF sponsor platform |
| VineBrook Homes Trust, Inc. (VineBrook) | Director | Since Dec 2018 | Affiliate within NexPoint platform |
| NexPoint Homes Trust, Inc. (NXHT) | Director | Since Jun 2022 | Affiliate within NexPoint platform |
| NexPoint Diversified Real Estate Trust (NXDT) | Trustee | Since Jul 2022 | Affiliate within NexPoint platform |
| Colorado Federal Savings Bank / Silver Queen Financial Services, Inc. | Director | Since 2009 | Ongoing banking governance roles |
Board Governance
- Lead Independent Director: Kavanaugh sets agendas and presides over executive sessions, serves as liaison to the Chairman, approves Board information, agendas, and schedules, and is available for consultation with major stockholders .
- Committee assignments: Member, Audit Committee (financial expert); Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Independence: Board determined Kavanaugh is independent under NYSE rules; independent directors hold regular executive sessions .
- Attendance/engagement: The Board met five times in FY2024; all directors attended ≥75% of Board and committee meetings except the President/Chairman (James Dondero). Directors are expected to attend the annual meeting; all but two attended in 2024 .
- Committee activity levels: Audit, Compensation, and Nominating & Corporate Governance each met five times in FY2024, indicating active oversight cadence .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Director Cash Retainer | $20,000 | Non‑management director retainer |
| Lead Independent Director Fee | $10,000 | Additional annual fee |
| Nominating & Corporate Governance Chair Fee | $7,500 | Additional annual fee |
| Fees Earned or Paid in Cash (Scott Kavanaugh) | $37,500 | Sum equals retainer + lead + chair fee |
| Stock Awards (RSUs grant-date fair value) | $66,410 | Granted Mar 13, 2024; valued per ASC 718 |
| Total Director Compensation (Scott Kavanaugh) | $103,910 | Cash + stock award fair value |
Notes:
- RSUs for non‑management directors were granted March 13, 2024 and vested on March 13, 2025; as of Dec 31, 2024 each non‑management director held 4,530 RSUs .
- No meeting fees disclosed; directors are reimbursed for meeting expenses .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | Mar 13, 2024 | 4,530 per director | $66,410 | Vested Mar 13, 2025 | None disclosed; service‑based vesting; no stock options granted |
Notes:
- NREF does not grant stock options under its equity programs; equity grants are typically timed post‑10‑K filing and outside MNPI windows .
Other Directorships & Interlocks
| Entity | Relationship to NREF Platform | Interlock Risk Consideration |
|---|---|---|
| NXRT, NXDT, NXHT, VineBrook | May be deemed affiliates of NREF’s sponsor/manager platform | Overlapping governance across affiliated REITs can introduce allocation/related‑party oversight complexity; mitigated via committee charters and audit committee review of related‑party transactions . |
Expertise & Qualifications
- Capital markets and banking executive with fixed income/equity trading background; former CEO and Chairman roles in regulated banking institutions .
- Audit Committee Financial Expert designation; financially literate under NYSE rules; contributes to accounting, risk, and cybersecurity oversight mandates .
- Board leadership as Lead Independent Director supports independent oversight, agenda setting, and shareholder engagement .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 19,791; <1% of class | As of Feb 25, 2025; “*” denotes <1% in proxy table |
| RSUs Vesting within 60 Days (for ownership calc) | 4,530 | Included for SEC beneficial ownership computation |
| Shares Pledged as Collateral | None disclosed for Kavanaugh (pledging disclosed for other insiders) |
Governance Assessment
- Strengths: Independent director; Lead Independent Director with robust responsibilities; chairs Nominating & Corporate Governance; member of Audit and Compensation; designated audit financial expert; active committee cadence (five meetings each) supporting oversight rigor .
- Alignment: Modest cash retainer with equity RSUs; no options; prohibition on hedging/short sales enhances alignment; RSUs time‑based and part of structured LTIP governance .
- Risks/RED FLAGS: External management model and extensive affiliate ecosystem create structural conflicts (allocation policy, cross/principal transactions, related‑party financings, dealer‑manager fees) requiring vigilant audit committee oversight; Kavanaugh’s multiple affiliate boards increase interlock exposure even as independence is affirmed under NYSE rules .
- Investor engagement note: Virtual‑only annual meeting format with limit of two questions per shareholder may constrain direct engagement compared with best‑practice in‑person annual meetings .
- Attendance: Board/committee attendance ≥75% for all directors except the Chair/President; annual meeting attendance not universal (two absences) — no specific deficiency disclosed for Kavanaugh .
Overall implication: Kavanaugh’s governance profile is strong on independence, committee leadership, and financial expertise. However, NREF’s external management and affiliate transactions necessitate sustained, detailed oversight; his roles across the NexPoint platform heighten the importance of strict adherence to related‑party policies, transparent disclosures, and robust audit/nominating committee processes to maintain investor confidence .