Heidi Everett
About Heidi Everett
Independent director since August 2020; age 47 as of March 18, 2025. President and CEO of Star Cypress Partners, LLC (founded 2012); prior roles include Lead Associate at Booz Allen Hamilton (Strategy & Organization, 2004–2011) and Captain in the United States Air Force (1999–2003). Education: MBA (Strategy and Operations) from Georgetown University McDonough School of Business; BS in Biology from Duke University. Independence affirmed by the Board under NYSE standards; not an employee of NTST .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Star Cypress Partners, LLC | President & CEO | 2012–present | Strategy and organizational development focus |
| Booz Allen Hamilton | Lead Associate, Strategy & Organization Team | 2004–2011 | Change management, workforce development |
| United States Air Force | Captain | 1999–2003 | Leadership and operations |
| The Wentworth Group | Vice President | Not disclosed | Private equity experience |
| Stafford Family Foundation | Board Director | Not disclosed | Non‑profit governance |
External Roles
- No current public company directorships disclosed in NTST’s proxy .
Board Governance
- Committee assignments: Compensation Committee (member), Nominating and Corporate Governance Committee (member); not a chair on any committee .
- Independence: Board determined Ms. Everett is independent under NYSE rules; six of seven directors are independent .
- Attendance and engagement: Board held 7 meetings in 2024; standard committee meetings were Audit (9), Compensation (6), Nominating (9), Investment (1). Each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting. Non‑employee directors meet regularly in executive session, chaired by the Board Chair .
- Board structure and elections: Separate Chair and CEO; directors elected annually by majority of votes cast with a resignation policy .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $75,000 |
| Stock Awards ($) | $90,000 (annual RSU grant; 5,193 RSUs granted; unvested as of 12/31/2024) |
| Total ($) | $165,000 |
Director Compensation Program structure:
- 2024: Annual cash retainer $60,000; committee member fees—Audit $10,000, Compensation $7,500, Nominating $7,500, Investment $5,000; annual RSU grant ≈$90,000 vesting after one year .
- Effective January 1, 2025: Annual cash retainer $70,000; committee member fees—Audit $10,000, Compensation $7,500, Nominating $7,500, Investment $7,500; annual RSU grant ≈$105,000 vesting after one year; Chair/Lead Independent Director fee increased to $50,000 .
- Non‑employee director annual compensation cap under the Restated 2019 Plan: $750,000 (or $1,000,000 in first year on the Board) measured on grant‑date fair value plus cash fees .
Performance Compensation
Executive incentive metrics overseen by the Compensation Committee (on which Everett serves):
| Corporate Performance Goal | Weight | Threshold | Target | Maximum | Actual | Achievement Level (% of Target) | Weighted Payout |
|---|---|---|---|---|---|---|---|
| AFFO/Share | 35% | $1.23 | $1.27 | $1.30 | $1.26 | 87.5% | 30.6% |
| Investment Grade/IG Profile % (avg) | 15% | 75% | 80% | 85% | 78.8% | 88.0% | 13.2% |
| Leverage (Adj. Net Debt/EBITDA, avg) | 15% | 5.25x | 4.75x | 4.25x | 3.75x | 200.0% | 30.0% |
| Cash G&A (FY, $mm) | 15% | $14.5 | $14.0 | $13.5 | $13.0 | 200.0% | 30.0% |
| Subjective | 20% | 1 | 3 | 5 | 2 | 75.0% | 15.0% |
| Total | 100% | — | — | — | — | — | 118.8% |
Executive PSU framework (2024 grants):
- Absolute TSR (60% weight): threshold 18%, target 24%, maximum 30% (3‑year period ending 12/31/2026) .
- Relative TSR vs 31‑company comparator (40%): threshold 35th percentile, target 55th, maximum 75th percentile .
Say‑on‑pay signal: 2024 advisory approval ≈91% of votes cast (up 44% YoY), following investor outreach and program changes; Compensation Committee retained Ferguson Partners as independent consultant with no conflicts .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | — |
Expertise & Qualifications
- Strategy and organizational development, change management, workforce development (consulting background) .
- MBA (Georgetown McDonough) and BS Biology (Duke) .
- Board skills matrix highlights broad competencies across strategic planning and human capital per proxy materials .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 18,056; less than 1% of shares outstanding |
| Unvested RSUs excluded from ownership | 7,192 RSUs |
| Shares pledged as collateral | None; Insider Trading Policy prohibits pledging and hedging |
| Stock ownership guidelines (directors) | Increased from 3x to 4x annual retainer in Feb 2025; retention of 50% net shares until compliance; all directors in compliance as of Dec 31, 2024 |
Governance Assessment
- Committee influence and engagement: Active roles on Compensation and Nominating committees; robust meeting cadence (Comp: 6; Nominating: 9 in 2024) supports oversight of pay design, succession, and ESG governance .
- Independence and conflicts: Board affirmed independence; proxy does not disclose any related‑party transactions involving Ms. Everett; related‑party transactions require Audit Committee approval with recusal if interested .
- Alignment mechanisms: Director equity via annual RSUs; plan awards subject to clawback and best‑practice guardrails (no repricing, no evergreen, no liberal CIC definition) . Ownership guidelines strengthened to 4x retainer; prohibition on hedging/pledging reinforces alignment .
- Compensation signals: Director pay mix balanced (cash retainer + equity); program increased 2025 retainers and RSU grant values, which modestly raises fixed/guaranteed pay—monitor for pay escalation relative to workload and performance .
- RED FLAGS: None disclosed related to attendance, pledging, or related‑party transactions. Watchpoints include rising director compensation levels and ensuring continued rigorous executive performance metrics under Compensation Committee oversight .