Bryan Ward
About Bryan A. Ward
Bryan A. Ward (born 1955) is an independent Class I Director of NexPoint Capital, Inc. (NXPT) and Chair of the Audit and Qualified Legal Compliance Committee; he has served on the Board since 2014 and was nominated for re‑election in 2025. Ward is President – Private Banking at Lakeside Bank (since Sep 2023), with prior roles at CrossFirst Bank and a long tenure at Accenture; the Board has determined he is an “audit committee financial expert.” He is independent under the Investment Company Act and the Board’s structure, and attended at least 75% of Board and committee meetings in 2024; directors are not required to attend annual stockholder meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture (Anderson Consulting/Accenture) | Management consultant | 1991–2013 | Management consulting background supports audit/financial oversight . |
| CrossFirst Bank | President – Dallas; Senior Advisor; Business Development Banker | Apr 2019–Jan 2023 (Senior Advisor Apr 2019–Oct 2022; President Oct 2020–Jan 2023; Banker Jan 2023–Apr 2023) | Banking leadership; relevant to risk oversight . |
| BW Consulting, LLC | Private investor | Since 2014 | Investment perspective; independent director profile . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lakeside Bank | President – Private Banking | Since Sep 2023 | Banking/credit expertise aligns with audit/valuation oversight . |
| Equity Metrix, LLC | Director | Not specified (disclosed in 2025 proxy) | Additional board experience; non‑public directorship disclosed . |
Board Governance
- Structure and independence: Board has five directors; four are independent under the 1940 Act. The Board held eight meetings in FY2024; each director attended at least 75% of Board meetings. Committee meetings: Audit (5), Governance & Compliance (5), Administration & Operations (5), with ≥75% attendance by members .
- Committees and roles:
| Committee | Member | Chair? | Independence | FY2024 Meetings | Attendance Disclosure |
|---|---|---|---|---|---|
| Audit & Qualified Legal Compliance | Ward, Froehlich, Powell, McWhorter | Ward | All members independent; Ward deemed “audit committee financial expert” | 5 | Each director attended ≥75% of meetings . |
| Governance & Compliance | Ward, Froehlich, Powell, McWhorter | Froehlich | All independent | 5 | Each director attended ≥75% . |
| Administration & Operations | Ward, Froehlich, Honis, Powell, McWhorter | Honis | Mixed (includes interested director Honis) | 5 | Each director attended ≥75% . |
- Executive sessions: Independent directors meet as needed with independent legal counsel, without management or interested persons .
- Lead roles: Powell is Chairman of the Board (independent); Ward chairs Audit .
Fixed Compensation
- Directors oversee seven portfolios in the NexPoint fund complex; compensation is paid as an annual retainer and chair stipends, allocated across portfolios by relative net assets .
- No meeting fees; out‑of‑pocket expenses reimbursed; no equity awards, incentive‑based pay, or pension/retirement plan .
| Component | FY2023 Terms | FY2024 Terms | Notes |
|---|---|---|---|
| Annual Director Retainer (Fund Complex) | $150,000 | $150,000 | Payable quarterly; allocated across portfolios . |
| Chairman of the Board Stipend | $10,000 | $20,000 | Increase in 2025 proxy; signals higher board leadership pay . |
| Committee Chair Stipend | $10,000 (Audit chair specified) | $10,000 (each committee chair) | Ward is Audit chair; eligible for $10,000 . |
| Meeting Fees | None | None | — |
| Equity/Incentive/Pension | None | None | No equity awards or incentive pay . |
| Actual Compensation (NXPT entity vs Fund Complex) | FY2023 | FY2024 |
|---|---|---|
| Aggregate compensation from NexPoint Capital, Inc. (NXPT) | $3,157 | $3,947 |
| Aggregate compensation from Fund Complex | $160,000 | $160,000 |
Performance Compensation
- Directors do not receive incentive‑based compensation; no performance metrics apply to director pay .
| Performance Metric | FY2023 | FY2024 |
|---|---|---|
| Incentive cash bonus | Not applicable | Not applicable |
| RSUs/PSUs (grant value, vesting) | Not applicable | Not applicable |
| Option awards (strike, vesting) | Not applicable | Not applicable |
| Pay‑for‑performance metrics (TSR, EBITDA, ESG) | Not applicable | Not applicable |
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Equity Metrix, LLC | No (disclosed without exchange listing) | Director | No NXPT‑specific related‑party ties disclosed . |
| Fund Complex oversight | N/A | Oversees 7 portfolios | Shared governance across NexPoint vehicles . |
Expertise & Qualifications
- Audit committee financial expert designation; deep management consulting experience (Accenture) and banking leadership roles (CrossFirst Bank; Lakeside Bank).
- Skills listed by the Board: managerial/executive experience; audit/legal compliance leadership; prior consulting expertise; oversight across fund complex portfolios .
Equity Ownership
- Dollar range ownership disclosure indicates Ward owns no NXPT shares; his aggregate dollar range across registered investment companies in the fund complex is $50,001–$100,000. The proxy shows “All officers and Directors as a group (10 persons)” own none of NXPT’s common stock as of the record dates .
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Dollar range of NXPT shares (Ward) | None | None |
| Aggregate dollar range in fund complex (Ward) | $50,001–$100,000 | $50,001–$100,000 |
| Ownership as % of NXPT outstanding (Ward) | 0% (none disclosed) | 0% (none disclosed) |
- Section 16(a) compliance: Company reports no known failures to make timely filings by directors or officers in the past fiscal year .
Governance Assessment
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Strengths:
- Audit Chair and financial expert designation; robust committee oversight including audit, governance/compliance, and administration/operations .
- Independent status and formal processes for independent director meetings with independent counsel .
- Consistent attendance at or above the 75% threshold across Board and committees in FY2024 .
-
Alignment risks:
- No NXPT share ownership disclosed for Ward; aggregate director/officer ownership of NXPT common is “None,” indicating limited “skin‑in‑the‑game” alignment with shareholders .
- All‑cash director compensation without equity or performance‑linked elements may reduce pay‑for‑performance alignment for board members .
-
Potential conflicts:
- Broader related‑party dynamics exist with the Adviser and affiliates (allocation of opportunities, administration services); however, no director‑specific related‑party transactions involving Ward are disclosed. The Audit Committee oversees valuations, and governance processes aim to address conflicts via committee oversight and compliance programs .
-
Compensation structure observations:
- Chair stipends changed: Chairman of the Board stipend increased to $20,000 in the 2025 proxy; committee chair stipends remained $10,000. Ward’s Audit chair stipend remains $10,000; no equity awards or incentive pay introduced .
RED FLAGS
- No direct ownership of NXPT shares by Ward (and none by officers/directors as a group) .
- Absence of performance‑based or equity compensation for directors reduces pay‑for‑performance alignment .
- Presence of an “interested” director (Honis) and extensive adviser/affiliate relationships may heighten conflict‑of‑interest sensitivity, though processes are disclosed to manage allocation and compliance .
Bottom line: Ward’s governance profile is strong on audit oversight and independence, but investor alignment is weakened by zero NXPT share ownership and a purely cash‑based director pay structure. Continuous monitoring of valuation oversight and affiliate interactions remains prudent .