Michael Christodolou
About Michael Christodolou
Independent director since August 2020; age 63 as of March 18, 2025. Manager of Inwood Capital Management LLC (founded 2000) with prior investment experience at Bass Brothers/Taylor & Company (1988–1999). Education: MBA and BS in Economics, Wharton School. Current NTST board roles: Audit Committee Chair and Investment Committee member.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inwood Capital Management LLC | Manager | 2000–present | Founded firm; capital markets experience |
| Bass Brothers/Taylor & Company | Investment professional | 1988–1999 | Investment firm experience |
| Lindsay Corporation (NYSE: LNN) | Chair of the Board | 2003–2015 | Led board; governance oversight |
| Omega Protein Corporation | Director | 2016–2017 (until acquisition) | Board oversight at nutritional products company |
| Farmland Partners, Inc. (NYSE: FPI) | Director | 2015–2016 | REIT board experience |
| XTRA Corporation | Director | 1998–2001 (until acquisition) | Board oversight pre-acquisition by Berkshire Hathaway |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Lindsay Corporation (NYSE: LNN) | Director | 1999–present | Audit Committee; Corporate Governance & Nominating Committee |
Board Governance
- Committee assignments: Audit Committee Chair; Investment Committee member. Audit Committee members: Christodolou (Chair), Matthew Troxell, Lori Wittman. Investment Committee members: Todd Minnis (Chair), Christodolou, Robin Zeigler.
- Independence: Board affirmed he is independent under NYSE rules and Rule 10A-3.
- Attendance: Board met 7 times in 2024; each nominee attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Committee activity in 2024: Audit (9), Compensation (6), Nominating (9), Investment (1).
- Board leadership: Separate non-executive Chair (Lori Wittman) and CEO structure.
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Stock Awards (Grant-date $) | RSU Shares Granted | Total |
|---|---|---|---|---|
| 2024 | $73,511 | $90,000 | 5,193 | $163,511 |
| Program details (2024) | Cash retainer $60,000; Chair add’l: Board $25,000; Audit $20,000; Compensation $15,000; Nominating $15,000; Investment $10,000; Committee member fees: Audit $10,000; Compensation/Nominating $7,500; Investment $5,000; Annual RSUs ≈$90,000 vesting in one year. | |||
| Program changes (effective 1/1/2025) | Cash retainer $70,000; Board Chair $50,000; Audit Chair $20,000; Compensation/Nominating Chair $15,000; Investment Chair $15,000; Committee member fees: Audit $10,000; Compensation/Nominating/Investment $7,500; Annual RSUs ≈$105,000. |
Note: 2024 cash fees for Christodolou reflect mid-year role changes; he became Audit Chair Oct 1, 2024 and joined Investment Committee Oct 18, 2024.
Performance Compensation
- NTST does not use performance-based pay for directors; director equity is time-based RSUs.
- Executive STI metrics (context for pay-for-performance oversight by Audit/Comp Committees):
| 2024 Corporate STI Metric | Weight | Threshold | Target | Max | 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% |
| Leverage (Adj. Net Debt/EBITDA) | 15% | 5.25x | 4.75x | 4.25x | 3.75x | 200.0% |
| Cash G&A (ex-stock & non-recurring) | 15% | $14.5m | $14.0m | $13.5m | $13.0m | 200.0% |
| Subjective | 20% | 1 | 3 | 5 | 2 | 75.0% |
| Total Payout | 100% | — | — | — | — | 118.8% |
Other Directorships & Interlocks
| Type | Entity | Note |
|---|---|---|
| Current public company | Lindsay Corporation (NYSE: LNN) | Director; Audit and CG/Nominating committees |
| Interlocks | None disclosed involving Christodolou in NTST’s Compensation Committee interlocks section; note that Wittman joined Compensation Committee in Feb 2025 after prior interim CFO role. |
Expertise & Qualifications
- Board skills matrix indicates Christodolou brings expertise in REITs, real estate, capital markets, strategic planning/M&A, external/internal risk oversight, human capital, legal/regulatory, technology, growth companies, ESG, and marketing; and has other public company board experience.
- NTST’s Board has six of seven directors independent; diversity and governance practices include separate Chair/CEO and majority voting with resignation policy.
Equity Ownership
| Metric | 2024 (as of Mar 19, 2024) | 2025 (as of Mar 18, 2025) |
|---|---|---|
| Common shares beneficially owned | 21,879 | 27,072 |
| Unvested RSUs excluded | 5,193 | 7,192 |
| Percent of class | <1% | <1% |
| Shares pledged as collateral | No | No |
| Director stock ownership guideline | 3x annual retainer (through 12/31/2024) | Increased to 4x annual retainer (Feb 2025) |
| Compliance with ownership guideline | In compliance as of 12/31/2024 (all directors) | Ongoing retention requirement until met (retain 50% of net shares) |
Insider Trades (Form 4)
| Transaction Date | Type | Security | Quantity | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2025-02-26 | Award (RSUs) | Restricted Stock Units | 7,192 | 7,192 | |
| 2025-02-16 | Exempt (conversion) | Common Stock | 5,193 | 27,072 | |
| 2025-02-16 | Exempt (settlement) | Restricted Stock Units | -5,193 | 0 | |
| 2024-02-28 | Exempt (conversion) | Common Stock | 4,458 | 21,879 | |
| 2024-02-28 | Exempt (settlement) | Restricted Stock Units | -4,458 | 0 | |
| 2024-02-16 | Award (RSUs) | Restricted Stock Units | 5,193 | 5,193 | |
| 2023-08-17 | Exempt (conversion) | Common Stock | 522 | 17,421 | |
| 2023-08-17 | Exempt (settlement) | Restricted Stock Units | -522 | 0 | |
| 2023-02-28 | Exempt (conversion) | Common Stock | 4,065 | 16,899 | |
| 2023-02-28 | Award (RSUs) | Restricted Stock Units | 4,458 | 4,458 | |
| 2023-02-28 | Exempt (settlement) | Restricted Stock Units | -4,065 | 0 |
Governance Assessment
- Board effectiveness: As Audit Chair, Christodolou oversees financial reporting integrity, auditor independence, ICFR, compliance, and cybersecurity risk; Board determined all Audit members are “financial experts” and financially literate. Strong governance signal for risk oversight.
- Independence and engagement: Confirmed independent; ≥75% meeting attendance; active leadership on two committees; Board maintains separate Chair/CEO and regular executive sessions.
- Compensation governance: Compensation Committee uses independent consultant (Ferguson Partners), peer group refreshed, and robust clawback policy; director ownership guideline raised to 4x retainer (Feb 2025).
- Shareholder feedback: Say-on-pay support improved to ~91% in 2024 (from ~63% in 2023), reflecting responsiveness to investor concerns and alignment improvements—positive for investor confidence.
- Related-party and conflicts controls: Formal related-party transaction policy with Audit Committee approval and director recusal; prohibits hedging/pledging of company stock.
- RED FLAGS: None specific to Christodolou disclosed; note increased director cash/equity retainers effective 2025 (market-aligned) and ongoing equity grants; monitor for overboarding risk (current external board at LNN) but tenure and committee work indicate capacity.
Notes and References
- Director biography, roles, committees, independence, and attendance:
- Board and committee meeting counts:
- Director compensation details and changes:
- Ownership and guidelines:
- Executive STI metrics (for governance context):
- Compensation consultant and peer group methodology:
- Say-on-pay outcomes:
- Related party and insider trading policies: