Matthew Troxell
About Matthew Troxell
Independent director since 2019; age 67; CFA charterholder. Former Managing Director at AEW Capital Management, where he started and led the Real Estate Securities Group to $10B AUM; prior roles at Landmark Land (VP) and A.G. Becker Paribas (equity analyst). Board skills emphasize REIT investing, capital markets, strategic planning/M&A, and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AEW Capital Management, LP | Managing Director; Senior Portfolio Manager; Member of Management & Risk Committees; founded Real Estate Securities Group | 1994–2019 | Built global REIT portfolios; scaled REIT AUM to $10B |
| Landmark Land Company | Vice President | 1984–1992 | Diversified real estate and financial services exposure |
| A.G. Becker Paribas | Equity securities analyst covering financials | 1980–1984 | Sell-side research foundation in financials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Troxell |
Board Governance
- Independence: Board determined Troxell is independent under NYSE standards .
- Committee assignments:
- Compensation Committee: Chair
- Audit Committee: Member; designated “audit committee financial expert” and financially literate
- Investment Committee: Member (added Oct 18, 2024)
- Attendance and engagement:
- Board met 7 times in 2024; committees met Audit (9), Compensation (6), Nominating (9), Investment (1). All nominees attended ≥75% of their meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non-employee director cash retainer |
| Committee member fees | Audit $10,000; Compensation $7,500; Investment $5,000 | Non-chair member rates |
| Committee chair fees | Compensation Chair $15,000 | Chair rates; Audit $20,000; Nominating $15,000; Investment $10,000 (2024) |
| Chair/Lead Independent Director fee | — | Not applicable to Troxell |
| RSU annual grant (grant-date value) | $90,000 | 5,193 RSUs granted in 2024; vest on first anniversary |
| 2024 total reported compensation | $176,011 | Fees earned $86,011; Stock awards $90,000 |
Effective Jan 1, 2025: cash retainer increased to $70,000; Compensation Chair remains $15,000; Investment Chair increased to $15,000; member fees for Investment increased to $7,500; RSU annual grant increased to ~$105,000 . In Feb 2025, each non-employee director received RSUs with $105,000 grant-date value .
Performance Compensation
Troxell, as Compensation Committee Chair, oversees CEO/CFO performance-based incentives.
| Corporate Performance Goal (2024 STI) | Weight | Threshold | Target | Maximum | Actual | Achievement (% of Target) |
|---|---|---|---|---|---|---|
| AFFO/Share | 35% | $1.23 | $1.27 | $1.30 | $1.26 | 87.5% |
| Investment Grade/IG Profile % | 15% | 75% | 80% | 85% | 78.8% | 88.0% |
| Adjusted Net Debt/EBITDA | 15% | 5.25x | 4.75x | 4.25x | 3.75x | 200.0% |
| Cash G&A ($mm) | 15% | $14.5 | $14.0 | $13.5 | $13.0 | 200.0% |
| Subjective (Ops/asset mgmt/culture/stock) | 20% | 1 | 3 | 5 | 2 | 75.0% |
| Total | 100% | — | — | — | — | 118.8% (STI payout rate) |
Design features:
- CEO pay at risk 84%; CFO 75%; PSUs require Absolute TSR 8% annualized at target and Relative TSR at 55th percentile; max at 30% TSR and 75th percentile .
- 2021 PSU outcome: ~51.4% of target; zero on Absolute TSR (6% vs 21% threshold) and above-median Relative TSR (61st percentile) .
Other Directorships & Interlocks
| Person | Current public boards | Interlocks/Notes |
|---|---|---|
| Matthew Troxell | None disclosed | No compensation committee interlocks; members (Troxell, Everett, Wittman) are independent; Wittman previously Interim CFO (Nov 2022–Apr 2023) and joined Comp Committee in Feb 2025 |
Expertise & Qualifications
- REIT investing, real estate, capital markets, strategic planning/M&A, internal/external risk oversight, HCM, ESG; executive management experience .
- CFA charterholder; BA in Economics (Tufts) .
- Audit Committee financial expert and financially literate (as audit member) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 36,806 | As of Mar 18, 2025; <1% of shares |
| Unvested RSUs excluded from ownership | 7,192 | Excluded in beneficial totals |
| Pledged shares | 0 | Company states no director/officer shares are pledged |
| Ownership guidelines | 4x annual retainer (as of Feb 2025) | 50% net-share retention until met; compliance as of Dec 31, 2024 |
Insider Trades
| Filing Date | Trade Date | Type | Security | Shares | Price | Source |
|---|---|---|---|---|---|---|
| Feb 21, 2024 | Feb 16, 2024 | Grant | RSU | 5,193 | $0.00 | |
| Mar 1, 2024 | Feb 28, 2024 | Form 4 (change in ownership) | — | — | — | |
| Feb 26, 2025 | Feb 2025 | Grant | RSU | 7,192 | $0.00 |
Note: Beneficial ownership table excludes 7,192 unvested RSUs for directors, consistent with 2025 grants .
Governance Assessment
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Strengths:
- Independent director; deep REIT capital markets expertise; chairs Comp Committee with independent consultant (Ferguson Partners) and robust pay-for-performance structure with TSR hurdles; formal clawback policy compliant with NYSE/SEC; hedging/pledging prohibited .
- Board structure features separate Chair/CEO, majority independent board, executive sessions, annual elections and majority-vote standard with resignation policy; strong committee activity and attendance .
- Shareholder alignment signals: 2024 say-on-pay approved at ~91%, up 44% vs prior year; ownership guidelines tightened for directors to 4x retainer in Feb 2025 .
-
Watch items / potential red flags:
- Director compensation increases effective 2025 (cash retainer and equity) and Omnibus Plan cap raised for non-employee directors from $600k to $750k (first-year up to $1,000k). While typical for market alignment, continued monitoring for pay escalation vs performance and dilution is warranted; overhang and burn rate currently modest (3-year average 0.46%) .
- As Comp Chair, Troxell will oversee expanded share reserve (+2.2M shares) and plan governance—investors may scrutinize award mix and performance rigor over time .
-
Related party / conflicts:
- No pledged shares; independence affirmed; related party transactions must be Audit Committee-approved with director recusal per policy; no Troxell-specific related party transactions disclosed .
-
Implications for investors:
- Troxell’s background supports disciplined incentive design and risk oversight. The improved say-on-pay and tightened ownership guidelines are positive governance signals; monitor director/NEO award levels relative to AFFO/TSR performance and dilution metrics under the restated plan .