Lori Wittman
About Lori Wittman
Independent Chair of the Board at NETSTREIT since October 2024; director since December 2019; age 66. Former Interim CFO and Treasurer (Nov 2022–Apr 2023) and currently EVP & CFO of Aventine Property Group (private REIT) since April 2023. Education: MBA (Finance & Accounting) University of Chicago; MCP (Housing & Real Estate Finance) University of Pennsylvania; BA Clark University. Recognized for deep finance, accounting, capital markets, tax, controls, and REIT expertise; Board-designated independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NETSTREIT Corp. | Interim CFO & Treasurer | Nov 2022–Apr 2023 | Supported finance transition; returned to independent director role (independence affirmed by Board). |
| Aventine Property Group, Inc. (Private REIT) | EVP & CFO | Apr 2023–Present | Senior finance leadership at private REIT. |
| Big Rock Partners Acquisition Corp. | CFO & Director; Advisor | Sep 2017–Feb 2020 (CFO/Director); Feb 2020–May 2021 (Advisor) | SPAC finance leadership; post-merger advisory. |
| Care Capital Properties, Inc. (NYSE: CCP) | Chief Financial Officer | 2015–2017 | Public healthcare REIT CFO; CCP merged with Sabra in 2017. |
| Ventas, Inc. (Healthcare REIT) | SVP Capital Markets & IR | 2011–2015 | Led capital markets and IR at large REIT. |
| General Growth Properties; Big Rock Partners, LLC; Heitman Financial | Finance/Capital Markets roles | Various | Broad real estate finance experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Medical REIT Inc. (NYSE: GMRE) | Director; Lead Independent Director (since 1/1/2025) | May 2018–Present | Chair of Audit; member of ESG; Lead Independent Director role added 2025. |
| IMH Financial Corporation | Director | Jul 2014–Nov 2020 | Chair of Compensation; member of Audit. |
| Freehold Properties | Director | May 2019–Mar 2023 | Chair of Audit. |
Board Governance
- Current role: Chair of the Board (non-executive) since Oct 2024; separate Chair/CEO structure with Wittman presiding over executive sessions of non-employee directors.
- Committee assignments: Member of Audit Committee and Compensation Committee; Audit chaired by Christodolou; Compensation chaired by Troxell.
- Independence: Board affirmatively determined Wittman is independent under NYSE standards; Manheimer (CEO) is not.
- Attendance: Board met 7 times in 2024; all director nominees attended at least 75% of Board and committee meetings; standard committee meetings: Audit (9), Compensation (6), Nominating (9), Investment (1).
- Board/Committee evaluations: Annual self-evaluations conducted by independent third party; Board concluded effective operations.
- Compensation consultant: Compensation Committee engages Ferguson Partners as independent consultant; reviewed independence—no conflicts.
- ESG and governance policies: Stock ownership guidelines, clawback policy, hedging/pledging prohibitions in place.
Fixed Compensation
| Component | 2024 | 2025 Program (Effective Jan 1, 2025) |
|---|---|---|
| Annual Cash Retainer | $60,000 for non-employee directors. | $70,000. |
| Chair of the Board Fee | $25,000 (independent Chair or Lead Independent). | $50,000. |
| Committee Chair Fees | Audit $20,000; Compensation $15,000; Nominating $15,000; Investment $10,000. | Audit $20,000; Compensation $15,000; Nominating $15,000; Investment $15,000. |
| Committee Member Fees (non-Chair) | Audit $10,000; Compensation $7,500; Nominating $7,500; Investment $5,000. | Audit $10,000; Compensation $7,500; Nominating $7,500; Investment $7,500. |
| Equity (Annual RSUs) | ~$90,000 grant value; 5,193 RSUs granted in 2024 to each non-employee director. | ~$105,000 grant value (Feb 2025 grants). |
| Wittman 2024 Actual | Cash fees $91,250; Stock awards $90,000; Total $181,250. | Program terms updated; individual grant made Feb 2025 (see Performance Compensation). |
Performance Compensation
| Element | Design | Metrics/Terms |
|---|---|---|
| Director RSUs | Annual RSUs vest on first anniversary of grant date, generally subject to continued service. | 2024 grant: 5,193 RSUs; 2025 grant target ~$105k; Wittman Form 4 shows 7,192 RSUs awarded 2/26/2025. |
| Company STI (for executives; overseen by Comp Committee) | 80% financial metrics; 20% qualitative; 2024 payout 118.8% of target for NEOs. | AFFO/share (35%), Investment Grade profile (15%), Leverage (15%), Cash G&A (15%), Subjective (20%); actual weighted payout 118.8%. |
| Company LTI PSUs (for executives; overseen by Comp Committee) | 60% Absolute TSR; 40% Relative TSR vs 31-REIT comparator; 3-year performance; 0–200% payout. | Absolute TSR thresholds 18/24/30%; Relative TSR 35th/55th/75th percentile; post-vest 1-year holding period for PSUs. |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Notes |
|---|---|---|---|
| Global Medical REIT (GMRE) | Healthcare REIT | Director; Lead Independent Director; Audit Chair; ESG member | Sector differs (healthcare vs NETSTREIT’s retail net lease); governance roles enhance audit oversight competency. |
| IMH Financial Corporation | Real estate finance | Director; Comp Chair; Audit member | Historical role; no current transaction ties disclosed with NETSTREIT. |
| Freehold Properties | Real estate | Director; Audit Chair | Historical role; no disclosed related-party transactions with NETSTREIT. |
Expertise & Qualifications
- Financial/accounting expert: Audit Committee members (including Wittman) deemed “audit committee financial experts” and financially literate under NYSE standards.
- REIT and capital markets: Senior roles at Ventas, CCP, and multiple real estate finance organizations; extensive capital markets and IR background.
- Governance leadership: Chair of NETSTREIT Board; committee experience across Audit and Compensation; led/serves in audit leadership externally.
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 22,873 | Includes 2,639 via Lori B. Wittman Revocable Trust and 1,111 joint with spouse; <1% of outstanding. |
| Unvested RSUs (director) | 7,192 | Excluded from beneficial table; outstanding unvested RSUs as of record date context. |
| Pledging/Hedging | None | No shares pledged; Company prohibits hedging/pledging. |
| Ownership guidelines | 4x annual retainer (raised from 3x in Feb 2025) | All directors were in compliance as of Dec 31, 2024; 50% post-vest retention until guidelines met. |
Insider Trades (Form 4 summary)
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-02-28 | 2025-02-26 | A (Award) | Restricted Stock Units | 7,192 | 7,192 | https://www.sec.gov/Archives/edgar/data/1798100/000179810025000049/0001798100-25-000049-index.htm |
| 2025-02-19 | 2025-02-16 | M (Exempt) | Common Stock (RSU settlement) | 5,193 | 19,123 | https://www.sec.gov/Archives/edgar/data/1798100/000179810025000020/0001798100-25-000020-index.htm |
Governance Assessment
-
Strengths for investor confidence:
- Independent Chair with deep REIT finance background; independent director status affirmed by Board; presides over executive sessions, supporting robust oversight.
- Active Audit and Compensation Committee membership; Board/committee evaluations by third party; attendance >=75%; formal policies on clawbacks, hedging/pledging, and ownership alignment.
- Transparent director pay structure; equity grants with straightforward vesting; increased director ownership guidelines to 4x retainer in 2025.
-
Watchpoints/RED FLAGS:
- Prior Interim CFO service and subsequent appointment to Compensation Committee (Feb 2025) could raise perceived independence optics; Board explicitly affirmed independence and disclosed committee interlocks—monitor strict adherence to recusal and related party policy.
- Amended 2019 Omnibus Plan increases share reserve and director compensation cap to $750k ($1,000k in first year)—watch for pay inflation and dilution over time.
- As Compensation Committee member, oversight of performance metrics remains rigorous (AFFO/share, leverage, G&A efficiency; TSR-based PSUs), but maintain scrutiny on metric calibration and any post-hoc discretion.
Overall, Wittman’s chairmanship, committee roles, and policy framework support board effectiveness; disclosure of prior interim management role is mitigated by formal independence determinations and strong governance policies.