Brian Mitts
About Brian Mitts
Brian Mitts, age 54, is a non-management director of NexPoint Residential Trust, Inc. (NXRT) and has served on the Board since September 2014. He was NXRT’s CFO, Executive VP-Finance, Treasurer (Mar 2015–Dec 2024) and Secretary (Feb 2019–Dec 2024), and previously President & Treasurer (Sep 2014–Mar 2015). Mitts co-founded NXRT and its Adviser with Matt McGraner and James Dondero, and has extensive finance/REIT operating experience across NexPoint affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NXRT | CFO, EVP-Finance, Treasurer; Secretary; President & Treasurer | CFO/EVP/Treasurer: Mar 2015–Dec 2024; Secretary: Feb 2019–Dec 2024; President & Treasurer: Sep 2014–Mar 2015 | Co-founder; led financial reporting, financing and capital allocation decisions |
| NREF (NexPoint Real Estate Finance, Inc.) | CFO, EVP-Finance, Secretary, Treasurer; President & Treasurer; Director | CFO/EVP/etc.: Feb 2020–Dec 2024; President & Treasurer: Jun 2019–Feb 2020; Director since Jun 2019 | Board member at affiliate mortgage REIT |
| NHT (NexPoint Hospitality Trust) | CFO, EVP-Finance, Treasurer, Corporate Secretary | Dec 2018–Dec 2024 | Officer at affiliate hospitality REIT |
| VineBrook Homes Trust, Inc. | CFO/Treasurer/Asst. Sec; President; CEO | CFO/Treasurer/Asst. Sec: Nov 2018–Aug 2024; President: Feb 2023–Dec 2024; CEO: Feb 2024–Aug 2024 | Executive roles at affiliate SFR REIT; Director since Jul 2018 |
| NXDT (NexPoint Diversified Real Estate Trust) | CFO/EVP-Finance/Treasurer/Asst. Sec; Trustee | Officer: Jul 2022–Dec 2024; Trustee since Jul 2022 | Trustee of diversified REIT affiliate |
| NXHT (NexPoint Homes Trust) | President & Treasurer; CEO/CFO/Asst. Sec; Director | President & Treasurer: Feb 2022–Dec 2024; CEO/CFO/Asst. Sec: Jun 2022–Dec 2024; Director since Jun 2022 | Executive and board roles at SFR affiliate |
| NSP (NexPoint Storage Partners, Inc.) | CFO, Secretary, Treasurer; Director | Officer: Nov 2020–Dec 2024; Director since Mar 2023 | Board/finance role at self-storage affiliate |
External Roles
| Organization | Position | Tenure |
|---|---|---|
| NREF (NYSE) | Director | Since Jun 2019 |
| NXDT (NYSE) | Trustee | Since Jul 2022 |
| NXHT | Director | Since Jun 2022 |
| NSP | Director | Since Mar 2023 |
| VineBrook Homes Trust | Director | Since Jul 2018 |
Board Governance
- Independence: Not independent under NYSE rules; currently a non-management director (post-12/31/2024) .
- Committee memberships: None. Audit, Compensation, and Nominating & Corporate Governance Committees are composed of independent directors; Mitts is not listed on any committee .
- Attendance: Board held five meetings in FY2024; all directors except Mr. Dondero attended at least 75% of Board and committee meetings, implying Mitts met the threshold .
- Lead Independent Director: Scott Kavanaugh; responsibilities include executive sessions, agenda approvals, and liaison duties .
- Majority Voting Policy: Directors receiving more “withhold” than “for” votes must tender resignations, with Board action within 90 days .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (Director RSUs) | Total |
|---|---|---|---|
| 2024 | — | — | — |
- Context: Non-management directors receive cash fees: $20,000 annual retainer; Audit Chair: +$15,000; Compensation Chair: +$7,500; Nominating & Corporate Governance Chair: +$7,500; Lead Independent Director: +$10,000 .
- In 2024, Mitts was an executive officer and did not receive director compensation; he became a non-management director effective 11:59 p.m. CT on Dec 31, 2024 .
Performance Compensation
| Grant (NEO) | Grant Date | RSUs (#) | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| NXRT RSUs to Brian Mitts | 3/13/2024 | 17,699 | $546,722 | Time-based; vest ratably 1/5 annually; first tranche vested 3/13/2025 |
| Performance Metric | Applied to Mitts’ Compensation |
|---|---|
| Company uses explicit financial performance metrics (e.g., revenue, EBITDA, TSR) to determine NEO pay | Not used; compensation is externally managed; NXRT’s equity awards to NEOs are time-based RSUs (no options), not tied to specific financial metrics |
- LTIP governance provisions affecting directors and NEOs: Minimum 1-year vesting; $350,000 annual cap for non-employee director compensation under the LTIP; prohibition on discounted options/SARs; no repricing or cash buyouts without shareholder approval; no current dividends on unvested awards; double-trigger vesting on change in control; no excise tax gross-ups; clawback provisions .
- Options: NXRT does not grant stock options; none outstanding or exercised in 2024 .
Separation Agreement (Dec 2024)
| Item | Term |
|---|---|
| Resignation date | Effective 11:59 p.m. CT on Dec 31, 2024 |
| Separation payments | $200,000 paid Feb 28, 2025; $200,000 payable Aug 29, 2025; COBRA subsidized for 12 months |
| RSU vesting amendments | Continued vesting contingent on Mitts’ ongoing service as director/trustee at NXRT, NREF, NXDT, VineBrook; “Qualifying Termination” includes death/disability, board not recommending re-election (other than for Cause), failure to be re-elected or resignation under majority-withhold policy; no accelerated vesting on Dec 31, 2024 resignation |
Other Directorships & Interlocks
| Company | Relationship to NXRT | Role/Interlock |
|---|---|---|
| NREF, NXDT, NXHT, NSP, VineBrook | NexPoint-affiliated REITs | Mitts holds board roles across affiliates; also held executive roles historically |
| NexBank Capital-related transaction | Affiliate sale of Old Farm for $103.0M on Mar 1, 2024 | Related party transaction approved under policy; demonstrates affiliate dealings |
| Fiber Internet Agreements | Affiliate entities under Adviser common control; one controlled by NXRT CIO | Audit Committee approved per policy; $2.6M expenses in 2024 |
- NXRT’s “Material Actual and Potential Conflicts of Interest” section highlights external management incentives (fees based on asset levels and leverage) and simultaneous service across affiliates that can constrain or conflict with NXRT interests .
Expertise & Qualifications
- Co-founder of NXRT and its Adviser; multi-REIT finance leadership background across NexPoint platform .
- Education not disclosed in the proxy; experience emphasized as CFO/EVP roles and capital allocation leadership .
Equity Ownership
| Beneficial Ownership | Shares | % of Class |
|---|---|---|
| Brian Mitts | 94,206 | <1% |
| Outstanding Unvested RSUs (12/31/2024) | Count | Market Value (at $41.75) |
|---|---|---|
| RSUs | 45,623 | $1,904,760 |
- Insider Trading Policy: Prohibits hedging (options, puts/calls, short sales) by directors and certain employees .
- Pledging: No pledges disclosed for Mitts; pledge disclosures pertain to other holders in the Security Ownership section .
Governance Assessment
- Independence and committees: Mitts is not independent and holds no committee assignments, reducing direct oversight roles on audit/comp/nom-gov matters; committee membership and leadership are concentrated among independent directors .
- Attendance: Met the ≥75% attendance threshold in FY2024, indicating baseline engagement .
- Compensation alignment: As an NEO, compensation consisted of time-based RSUs (no options, no performance metrics); director compensation structure modest ($20k cash retainer plus chair/lead premiums) and LTIP embeds double-trigger, clawback, and no gross-ups, supporting governance hygiene .
- Separation agreement signal: Continued RSU vesting tied to ongoing service as director/trustee and re-election outcomes can create entrenchment optics; however, no RSU acceleration on resignation and explicit Qualifying Termination definitions are disclosed .
- External management conflicts: Advisory fee structure based on Average Real Estate Assets and leverage may misalign incentives; broad affiliates and overlapping roles introduce related-party and information constraints risk .
- Shareholder feedback: 2024 say-on-pay passed with 83% approval, suggesting acceptable investor sentiment toward compensation program despite external management model .
- Policies: Majority voting policy for directors and hedging prohibition are positive governance elements; Board maintained independent-led committee structures and a Lead Independent Director with defined responsibilities .
RED FLAGS
- Not independent; no committee roles → weaker direct accountability channels .
- Extensive interlocks across NexPoint affiliates and externally managed REIT model → potential conflicts of interest and incentive misalignment (asset growth/leverage) .
- Amended RSU vesting tied to board re-election outcomes (Qualifying Termination includes failure to be re-elected) → potential entrenchment concern .
- Ongoing related-party transactions with affiliates (e.g., asset sale to NexBank Capital; fiber agreements) → continued related-party exposure despite audit committee oversight .