Carol Swain
About Carol Swain
Dr. Carol Swain, age 71, has served as an independent director of NexPoint Residential Trust (NXRT) since August 2022. She is an author, speaker, political commentator, and entrepreneur, previously a professor at Vanderbilt University (1999–2017). She founded REAL Unity Training Solutions LLC (Nov 2020) and Carol Swain Enterprises, LLC (Oct 2014). Education: B.A. Roanoke College; M.A. Political Science (Virginia Tech); Ph.D. Political Science (UNC–Chapel Hill); Master of Legal Studies (Yale Law School) .
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Vanderbilt University | Professor | 1999–2017 | Academic leadership and teaching |
| REAL Unity Training Solutions LLC | Founder | Nov 2020–present | Entrepreneur/organizational leadership |
| Carol Swain Enterprises, LLC | Founder | Oct 2014–present | Entrepreneur/organizational leadership |
| Tennessee Advisory Committee to the U.S. Civil Rights Commission | Member | Not disclosed | Public service/governance exposure |
| National Endowment for the Humanities | Service role | Not disclosed | Public service/governance exposure |
| 1776 Commission | Member | Not disclosed | Policy/governance exposure |
External Roles
| Company | Role | Since | Listing/Status | Affiliation/Notes |
|---|---|---|---|---|
| NexPoint Real Estate Finance (NREF) | Director | Aug 2022 | NYSE-listed mortgage REIT | Adviser-affiliated platform |
| Diversified Real Estate Trust (NXDT) | Trustee | Aug 2022 | NYSE-listed diversified REIT | Adviser-affiliated platform |
| VineBrook | Director | Aug 2022 | Single-family rental REIT (status not specified) | Adviser-affiliated platform |
| NXHT | Director | Aug 2022 | Single-family rental REIT (status not specified) | Adviser-affiliated platform |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Dr. Swain is independent under NYSE rules . |
| Committees | Audit; Compensation; Nominating & Corporate Governance (member) . |
| Committee Chairs | Not a chair; Audit Chair: Edward Constantino; Compensation Chair: Dr. Arthur Laffer; Nominating & Corporate Governance Chair: Scott Kavanaugh . |
| Audit “Financial Expert” | Board determined Dr. Swain qualifies as an “audit committee financial expert” per SEC rules . |
| Meetings/Attendance | Board met 5 times in 2024; each director attended ≥75% of Board and committee meetings except Mr. Dondero (implying Dr. Swain met the ≥75% threshold) . |
| Executive Sessions | Independent directors meet in regularly scheduled executive sessions . |
| Lead Independent Director | Scott Kavanaugh . |
| Years on Board | Since Aug 2022 (tenure category 0–5 years) . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $20,000 | $20,000 | Non-management director fee policy: $20k cash; chairs receive additional: Audit $15k; Comp $7.5k; N&CG $7.5k; Lead Independent $10k . |
| Committee/Chair fees | $0 (not a chair) | $0 (not a chair) | No meeting fees disclosed; expenses reimbursed . |
Performance Compensation
| Equity Element | Grant Date | Grant Value | Units/Structure | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (director annual grant) | Mar 13, 2024 | $127,174 | Notional; each non-management director held 4,117 RSUs at 12/31/2024 | Vests 1-year cliff on Mar 13, 2025 | Grant-date fair value per ASC 718; excludes forfeiture impact . |
| RSUs (director annual grant) | 2023 cycle (date not specified here) | $110,754 | RSU program | Standard annual director RSUs | Same policy framework as above . |
- Performance metrics tied to director compensation: none disclosed (director equity is service-based RSUs; company states they do not grant stock options) .
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict Note |
|---|---|---|
| NREF (NYSE) | Director | Adviser-affiliated; part of a broader platform where the Adviser and affiliates operate across multiple REITs, creating potential allocation/conflict considerations –. |
| NXDT (NYSE) | Trustee | Adviser-affiliated platform; may create information flow/transaction conflicts; Adviser operates without traditional information barriers across certain affiliates . |
| VineBrook | Director | Adviser-affiliated platform; not necessarily public; overlaps with Adviser’s other vehicles . |
| NXHT | Director | Adviser-affiliated platform . |
- Compensation Committee Interlocks: The proxy states none of the Compensation Committee members (including Dr. Swain) had relationships requiring disclosure, and there were no interlocking relationships with executives at other entities in 2024 .
Expertise & Qualifications
- Audit Committee Financial Expert designation by the Board (technical financial oversight qualification) .
- Advanced academic credentials across political science and law; long academic tenure at Vanderbilt .
- Skills matrix indicates broad board-level competencies across finance, governance, and risk (Board’s skills summary) .
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Class | RSUs within 60 days of 2/25/2025 | Shares Outstanding Reference |
|---|---|---|---|---|
| Dr. Carol Swain | 6,911 | <1% (asterisk in table) | 4,117 included (RSUs vesting within 60 days) | 25,466,105 shares outstanding at 2/25/2025 |
- Pledging/Hedging: Insider trading policy prohibits directors and certain employees from engaging in hedging transactions or short sales of company securities . No pledges disclosed for Dr. Swain (pledge disclosures in footnotes relate to other individuals) .
Governance Assessment
-
Strengths
- Independence and multi-committee service (Audit, Compensation, Nominating & Governance) reinforce board oversight capacity; Audit “financial expert” status strengthens financial reporting oversight .
- Attendance: Met ≥75% attendance requirement in 2024, supporting engagement .
- Compensation alignment: Modest cash retainer ($20k) and equity via RSUs foster alignment; year-over-year director equity increased (2023: $110,754; 2024: $127,174), while the company does not grant options, limiting risk-taking incentives .
- Shareholder feedback: 2024 Say-on-Pay support at 83% suggests acceptable investor sentiment toward compensation governance .
- Hedging prohibited, reducing misalignment risk .
-
Risks/Watch items
- Externally managed REIT structure with advisory and administrative fees tied to Average Real Estate Assets can create structural misalignment; Adviser operates across multiple affiliated REITs (including entities where Dr. Swain also serves), with potential conflicts in allocations, information flow, and incentives; the company notes a lack of traditional information barriers across some affiliates, which could constrain transactions or present MNPI risks – – .
- Affiliate transactions (e.g., fiber internet agreements with affiliated entities; property sale to NexBank, an affiliate) underscore the need for robust Audit Committee oversight of related party dealings; Swain’s Audit Committee role is directly relevant here .
- Board leadership: Combined Chair/President role mitigated by a designated Lead Independent Director, but still a point of governance debate for some investors .
Notes on Disclosures Not Found
- Director-specific stock ownership guidelines: not disclosed in the proxy (guidelines for executive officers are explicitly noted as not in place; directors not specified) .
- Director-specific performance metrics, option awards, or meeting fees: none disclosed for directors (RSUs are service-based; no options) .
Appendix Tables
Director Compensation Detail (Swain)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $20,000 | $20,000 |
| Stock awards (RSUs) | $110,754 | $127,174 |
| Total | $130,754 | $147,174 |
| RSUs held at year-end | Not disclosed | 4,117 units at 12/31/2024 |
| RSU vest date | Not disclosed | March 13, 2025 (1-year cliff) |
Committee Assignments and Activity (2024)
| Committee | Role | Chair | Meetings (2024) | Notes |
|---|---|---|---|---|
| Audit | Member | Edward Constantino | 5 | Swain designated Audit Committee “financial expert” . |
| Compensation | Member | Dr. Arthur Laffer | 5 | Committee independent; furnished CD&A report . |
| Nominating & Corporate Governance | Member | Scott Kavanaugh | 5 | Oversees ESG strategy/reporting . |
Beneficial Ownership Context
| Item | Value |
|---|---|
| Swain beneficial ownership | 6,911 shares (includes 4,117 RSUs vesting within 60 days) |
| Percent of class | <1% |
| Shares outstanding | 25,466,105 at 2/25/2025 |
RED FLAGS and Watch Items
- Multi-entity board roles within Adviser-affiliated REITs (NREF, NXDT, VineBrook, NXHT) raise potential interlock/conflict sensitivity; continued vigilance on related party approvals and disclosure quality is warranted .
- Externally managed fee design (AUM-based fees and limited information barriers) may incentivize asset growth and leverage; board/committee oversight of the Advisory Agreement and related party policies is critical – – .
- Affiliate transactions (e.g., fiber service agreements; property sale to NexBank) necessitate active Audit Committee scrutiny to protect minority shareholders .