Todd Minnis
About Todd Minnis
Todd Minnis, age 54, has served as a director of NETSTREIT since October 2019 and was Chair of the Board from October 2019 to October 2024; he currently chairs the Investment Committee and serves on the Nominating Committee. He founded EB Arrow (retail real estate investment platform) in 2009 and was CEO until May 2023; prior roles include Managing Director at Cypress Equities and positions at The Staubach Company. He holds a B.S. in Economics and a B.A. in Foreign Languages from Southern Methodist University and an MBA from the University of Texas at Austin (McCombs). The Board has determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EB Arrow | Founder, Managing Partner; Chief Executive Officer | May 2009–May 2023 | Founded and led retail real estate investment platform; 25+ years CRE experience cited as qualification |
| Cypress Equities (Staubach subsidiary) | Managing Director | 2003–2009 | Retail development leadership |
| The Staubach Company | Various roles | 1992–2003 | Commercial real estate experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | The 2025 proxy does not list current public company directorships for Minnis |
Board Governance
- Independence: The Board determined all nominees other than the CEO are independent; Minnis is an independent director.
- Committee assignments: Nominating Committee (member); Investment Committee (Chair, reconstituted October 18, 2024).
- Attendance: In 2024 the Board held 7 meetings; each director nominee attended at least 75% of Board and applicable committee meetings (Audit 9, Compensation 6, Nominating 9, Investment 1).
- Leadership transition: Minnis ceased serving as Chair of the Board effective October 1, 2024; Lori Wittman became Chair.
- Executive sessions: Non-employee directors meet regularly in executive sessions without management, presided over by the Chair.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Minnis) | $83,658 | Includes service as Chair of the Board (portion of 2024), Nominating member, and Investment Committee Chair |
| Annual Cash Retainer (program) | $60,000 | 2024 non-employee director retainer |
| Chair of Board / Lead Independent Chair Fee | $25,000 | Additional annual cash retainer in 2024 |
| Committee Chair Fees | Audit $20,000; Compensation $15,000; Nominating $15,000; Investment $10,000 | 2024 schedule |
| Committee Member Fees (non-Chair) | Audit $10,000; Compensation $7,500; Nominating $7,500; Investment $5,000 | 2024 schedule |
| Effective Jan 1, 2025 Retainer | $70,000 | Program changes for 2025 |
| Effective Jan 1, 2025 Chair Fees | Board/Lead Independent Chair $50,000; Audit $20,000; Compensation $15,000; Nominating $15,000; Investment $15,000 | 2025 schedule |
| Effective Jan 1, 2025 Committee Member Fees | Audit $10,000; Compensation $7,500; Nominating $7,500; Investment $7,500 | 2025 schedule |
Performance Compensation
| Equity Award | 2024 Grant | Vesting | Notes |
|---|---|---|---|
| RSUs (annual grant) | $90,000 grant-date fair value | Vests on first anniversary of grant, subject to continued service | 5,193 RSUs granted to each non-employee director in 2024; each director held 5,193 unvested RSUs as of December 31, 2024; director equity awards are time-based, not performance-based |
Clawback and post-vest holding: Company maintains an executive clawback policy and requires a one-year post-vest holding period for performance stock units; these provisions apply to executives, not non-employee directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Minnis in 2025 proxy |
| Interlocks | No compensation committee interlocks involving Minnis disclosed; committee notes indicate members are independent and not officers (with historical note on Wittman’s interim CFO role) |
| External boards of peers/customers | Not disclosed for Minnis |
Expertise & Qualifications
- 25+ years in commercial real estate investment; leadership experience as founder/CEO of EB Arrow; prior development and CRE roles at Cypress Equities and The Staubach Company.
- Education: B.S. in Economics; B.A. in Foreign Languages (Southern Methodist University); MBA (University of Texas at Austin, McCombs).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs | Pledged |
|---|---|---|---|---|
| Todd Minnis | 15,552 | <1% | 5,193 | None pledged |
| Citations |
- Shares outstanding used for percentage calculations in proxy: 81,698,942 (record date March 18, 2025).
- Stock ownership guidelines: Directors must meet ownership equal to four times the annual retainer within five years (increased from 3x to 4x in February 2025); until met, must retain 50% of net shares from equity awards; all non-employee directors were in compliance as of December 31, 2024. Hedging and pledging of Company stock are prohibited.
Governance Assessment
- Independence and oversight: Minnis is independent and chairs the reconstituted Investment Committee, aligning his long real estate investing background with portfolio/investment policy oversight.
- Engagement and attendance: Board met 7 times in 2024 and directors met attendance expectations (≥75%); committee cadence suggests active oversight (Audit 9, Nominating 9, Compensation 6, Investment 1).
- Alignment mechanisms: Director pay mixes cash retainers and time-based RSUs with annual vesting; stock ownership requirements, retention, and anti-hedging/pledging policies enhance alignment and mitigate misalignment risk.
- Pay governance signal: Say-on-pay support improved to approximately 91% in 2024, reflecting investor approval of compensation program changes and outreach; while focused on executive pay, it signals stronger overall governance responsiveness.
- Conflicts and related-party: No related-party transactions disclosed; policy requires Audit Committee approval/ratification and director recusal if interested; no pledging by directors.
RED FLAGS
- None disclosed specific to Minnis: no related-party transactions, no pledging/hedging, and compliance with stock ownership guidelines reported.
Notes on Committee Scope (relevant to board effectiveness)
- Nominating: Oversees director independence, assignments, leadership structure, succession planning, board/committee/self-evaluations, ESG oversight, and governance policy development. Minnis is a member; Zeigler chairs.
- Investment: Oversight of investment policies and guidelines; reconstituted October 2024; Minnis serves as Chair.
- Audit: Financial reporting integrity, auditor oversight, internal controls, compliance, and cyber/privacy risk oversight; not currently assigned to Minnis.
Director Compensation Summary (Program)
| Program Element | 2024 | 2025 (effective Jan 1) |
|---|---|---|
| Annual Cash Retainer | $60,000 | $70,000 |
| Chair of Board/Lead Independent Chair | $25,000 | $50,000 |
| Committee Chair Fees | Audit $20,000; Comp $15,000; Nominating $15,000; Investment $10,000 | Audit $20,000; Comp $15,000; Nominating $15,000; Investment $15,000 |
| Committee Member Fees (non-Chair) | Audit $10,000; Comp $7,500; Nominating $7,500; Investment $5,000 | Audit $10,000; Comp $7,500; Nominating $7,500; Investment $7,500 |
| Equity Award | ~$90,000 RSUs (annual) | ~$105,000 RSUs (annual) |
| Citations |
Director-Specific 2024 Compensation (Minnis)
| Component | Amount |
|---|---|
| Cash Fees | $83,658 |
| Stock Awards (RSUs) | $90,000 (5,193 RSUs) |
| Total | $173,658 |
Policy Environment
- Clawback (executives), independent compensation consultant (Ferguson Partners), post-vest holding for PSUs (executives), enhanced ownership guidelines for directors (4x retainer).
Summary Implications for Investors
- Minnis’ deep CRE background and current Investment Committee chairmanship support board oversight of capital allocation and net-lease portfolio quality; independence and attendance standards are met.
- Compensation and ownership structures promote alignment; absence of related-party transactions and prohibitions on hedging/pledging reduce conflict risk.
- Governance responsiveness evidenced by improved say-on-pay results, though primarily reflective of executive pay practices.