Catherine Wood

About Catherine Wood

Catherine Wood, age 69, has served as an independent director of NexPoint Residential Trust (NXRT) since July 2020. She is the CEO and CIO of ARK Investment Management and ARK ETF Trust and holds a B.S., summa cum laude, in Finance and Economics from the University of Southern California. Her background spans senior investment roles at AllianceBernstein (Global Thematic CIO), a co-founding role at Tupelo Capital, and 18 years at Jennison Associates (including Chief Economic Officer), with an early-career start at The Capital Group as an Assistant Economist . The Board has determined she is independent under NYSE rules and financially literate; she is not designated the audit committee “financial expert” (that designation applies to other directors) .

Past Roles

External Roles

Board Governance

• Overboarding note: The Board determined that simultaneous service on more than three public company audit committees (including Wood’s service) does not impair effectiveness—a potential investor scrutiny point despite Board comfort .

Fixed Compensation

• Director pay policy: Non-management directors receive $20,000 annual cash retainer plus annual RSU grant; additional cash retainers for committee chairs and Lead Independent Director (Wood does not hold these roles) .

Performance Compensation

Plan architecture and safeguards relevant to director equity:

• Annual cap: Non-employee director compensation (cash + equity) capped at $350,000 per calendar year under the 2025 LTIP .
• Vesting: Minimum one-year vesting for awards (limited exceptions); no current dividends on unvested awards .
• Change in control: Double-trigger acceleration if awards aren’t assumed or upon qualifying termination post-CIC; otherwise replacement award required .
• Shareholder protections: No option/SAR repricing or cash buyouts without shareholder approval; no discounted options/SARs; no evergreen; no tax gross-ups for CIC excise taxes; clawback provisions aligned with Section 10D .
• Equity practice: Company does not grant stock options as part of equity programs; emphasis on RSUs .

Other Directorships & Interlocks

• Compensation Committee interlocks: None—no relationships requiring disclosure; no cross-comp committee/officer interlocks reported for 2024 .

Expertise & Qualifications

• Disruptive technologies and business model expertise; extensive capital markets/investment management experience (ARK CEO/CIO; prior CIO at AllianceBernstein) .
• Financial literacy affirmed by Board; not designated the audit committee “financial expert” .
• Independent director status under NYSE rules .

Equity Ownership

• Share count context: 25,534,466 common shares outstanding as of March 24, 2025 (for assessing dilution and equity alignment) .

Governance Assessment

• Strengths:

  • Independent director with broad investment and technology-focused expertise; serves on all three key committees, enhancing oversight coverage .
  • Board-level safeguards in compensation design (1-year vesting minimum, clawback, double-trigger CIC, no option repricing, cap on non-employee director pay) support investor alignment .
  • Prohibition on hedging of Company stock and regular independent director executive sessions bolster governance .
  • 2024 Say-on-Pay support of 83% indicates acceptable shareholder sentiment toward compensation practices, albeit for executives (context for overall governance tone) .

• Risk indicators and potential conflicts:

  • RED FLAG: Extensive cross-board roles within the NexPoint ecosystem (NREF, NXDT, NXHT, VineBrook) may create perceived interlocks and potential conflicts given NXRT’s external management structure; however, the Board affirms independence .
  • RED FLAG: Audit committee overboarding tolerance—Board concluded that members’ simultaneous service on more than three public company audit committees, including Wood’s, does not impair effectiveness; some investors may view this as overboarding risk .
  • Related-party exposure exists at the Company level (e.g., fiber internet agreements with affiliates; asset sale to a NexBank affiliate), though such transactions are subject to audit committee approval by disinterested members; Wood’s audit committee role implies oversight responsibilities here .

• Engagement:

  • The Board met 5 times in 2024, and all directors except Dondero met at least 75% attendance; Wood’s committee memberships also met five times each, supporting active engagement .

• Board structure context:

  • 5 of 7 directors are independent; Lead Independent Director structure in place (Kavanaugh) with defined responsibilities .

• Compensation alignment for directors:

  • Cash-equity mix for non-management directors leans toward equity via annual RSU grants (time-based), which vests over one year and aligns with shareholder returns; no director-specific performance metrics are used for RSUs .