Matt McGraner
About Matt McGraner
Executive VP and Chief Investment Officer of NexPoint Residential Trust (NXRT) since March 2015; previously Secretary from September 2014 to March 2015. Age 41 as of March 28, 2025. Co-founder of NXRT and its Adviser alongside James Dondero and Brian Mitts; over 15 years of real estate, private equity and legal experience. Led the acquisition and financing of over $20.1 billion of real estate investments since 2013; earlier advised on $16.3 billion of M&A/private equity transactions at Jones Day and directed over $200 million of real estate acquisitions/financings as an associate (2011–2013) .
NXRT is externally managed; executives (including McGraner) receive no Company-paid cash salary/bonus, with compensation delivered via RSUs intended to align with dividend growth and market capitalization performance; no options are granted .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NexPoint Residential Trust (NXRT) | Executive VP & Chief Investment Officer | Mar 2015–present | Leads real estate platform operations, investment sourcing/execution, risk management, fundraising, JVs |
| NexPoint Residential Trust (NXRT) | Secretary | Sep 2014–Mar 2015 | Early governance role during formation phase |
| NexPoint Real Estate Finance (NREF) | Executive VP & Chief Investment Officer | Jan 2020–present | Oversees investment strategy at affiliate mortgage REIT |
| NREF | Secretary | Jun 2019–Feb 2020 | Governance at affiliate REIT |
| VineBrook Homes | Executive VP, Chief Investment Officer & Secretary | Feb 2019–present | SFR platform leadership; CEO/President/Secretary Oct 2018–Feb 2019 during transition |
| NS Properties (NSP) | Board Director & President | Nov 2020–present | Board leadership and strategic oversight |
| NexPoint Diversified Real Estate Trust (NXDT) | EVP & CIO; Secretary | EVP & CIO Jan 2022–present; Secretary Jul 2022–Dec 2024 | Investment leadership and corporate secretary responsibilities |
| NexPoint Hospitality Trust (NXHT) | Chief Investment Officer & Secretary | Jun 2022–present | Investment leadership at hospitality affiliate |
| NexPoint Healthcare Trust (NHT) | Chief Investment Officer | Dec 2019–present | Oversees healthcare real estate investing |
| NexPoint (Sponsor) | Managing Director | 2016–present | Senior leadership at Adviser/Sponsor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jones Day | Associate (PE/Real Estate/M&A) | 2011–2013 | Advised on $16.3B of M&A/private equity; led $200M real estate acquisitions/financings |
| NS Properties (NSP) | Board Director & President | Nov 2020–present | Board-level strategy, platform expansion |
Fixed Compensation
NXRT is externally managed; named executive officers are employees of the Adviser/affiliates and do not receive Company-paid cash salary or cash bonus. Compensation is delivered via RSUs under LTIPs; no pension or nonqualified deferred compensation .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | — | — | — |
| Bonus ($) | — | — | — |
| Stock Awards ($) | $3,694,998 | $3,145,434 | $3,452,019 |
Performance Compensation
NXRT grants time-based RSUs; the compensation committee does not use a specific formula for award sizing and does not grant stock options. Awards are generally annual and vest ratably; grants avoid periods around material non-public information .
| Grants of Plan-Based Awards (2024) | Grant Date | Shares (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| McGraner RSU Award | 3/13/2024 | 111,752 | 3,452,019 |
| Options Exercised and Stock Vested (2024) | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| McGraner | 74,021 | 2,310,269 |
| Outstanding Equity Awards (as of 12/31/2024) | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| McGraner | 253,118 | 10,567,677 (at $41.75/Share) |
| Vesting Schedule (Unvested as of 12/31/2024) | RSUs Not Vested (#) | Vesting Details |
|---|---|---|
| 2/20/2020 Grant | 12,445 | Vested 2/20/2025 |
| 5/11/2020 Grant | 8,647 | Will vest 5/11/2025 |
| 2/18/2021 Grant | 30,364 | 1/2 vested 2/18/2025; 1/2 vests 2/18/2026 |
| 2/17/2022 Grant | 26,430 | 1/3 vested 2/17/2025; 1/3 vests 2/17/2026; 1/3 vests 2/17/2027 |
| 3/28/2023 Grant | 63,480 | 1/4 vested 3/28/2025; 1/4 vests 3/28/2026; 1/4 vests 3/28/2027; 1/4 vests 3/28/2028 |
| 3/13/2024 Grant | 111,752 | 1/5 vested 3/13/2025; 1/5 vests annually through 3/13/2029 |
Note: NXRT’s proposed 2025 LTIP incorporates governance provisions: minimum one-year vesting, double-trigger CIC vesting, no repricing/cash buyouts of underwater options/SARs, no tax gross-ups, and clawback provisions .
Equity Ownership & Alignment
| Ownership Metric (as of 2/25/2025) | Value |
|---|---|
| Beneficially Owned Shares | 446,924 |
| Ownership % of Outstanding | 1.75% (25,466,105 shares outstanding) |
| RSUs Vesting Within 60 Days | 38,222 |
| Pledged Shares | 25,007 (collateral for personal loan from NexBank) |
| Voting/Dispositive Power | Sole: 690,837 shares; Shared: 16,986 shares via LLC in which he owns an indirect minority interest (disclaims beneficial ownership except to pecuniary interest) |
- Insider trading policy prohibits hedging (options, warrants, puts/calls, short sales) for executives; strengthens alignment with shareholders .
- No executive stock options outstanding; equity is delivered via RSUs under LTIPs .
Employment Terms
| Scenario (as of 12/31/2024) | Estimated Value of Accelerated RSUs ($) |
|---|---|
| Death/Disability/Retirement | 10,567,677 |
| Change in Control or Termination Without Cause/For Good Reason During Two Years After CoC (Double-Trigger) | 10,567,677 |
| Termination Without Cause | 3,231,283 |
| Termination for Good Reason | 1,267,697 |
- CIC framework: If awards are not assumed/converted at CIC, unvested awards vest; if converted, unvested awards vest upon termination without cause or for good reason within two years post-CIC (double-trigger). Post-2022 grants provide 12 months of continued vesting for terminations without cause (subject to release) .
- No Company-paid severance multiples of salary+bonus; acceleration value is tied to RSU vesting mechanics .
Compensation Structure Analysis
- Year-over-year stock awards for McGraner: 2022 $3,694,998; 2023 $3,145,434; 2024 $3,452,019 – equity-heavy mix without Company-paid cash salary or bonus; no options granted .
- Committee approach: awards sized holistically (Company performance, executive performance, peer practices, market conditions), not formulaic or based on prior award values; grants typically occur post-10-K filing and outside MNPI windows .
- Governance: 2025 LTIP adds clawbacks, minimum vesting, double-trigger CIC, and no excise tax gross-ups; expected share reserve 976,000 shares .
Say-on-Pay & Committee
- Say-on-Pay approval: 83% in 2024 .
- Compensation Committee members (2025): Dr. Arthur Laffer (Chair), Scott Kavanaugh, Edward Constantino, Catherine Wood, Dr. Carol Swain .
Performance & Track Record
- Led acquisition/financing of over $20.1 billion of real estate investments since 2013, reflecting significant transaction execution capability across affiliates .
- Legal background strengthens deal structuring and risk management; Jones Day tenure covered $16.3B of M&A/private equity advisory and $200M+ real estate financings .
Risk Indicators & Red Flags
- Pledging: 25,007 shares pledged to NexBank (potential forced-sale risk under stress) .
- Hedging: policy prohibits executive hedging, mitigating misalignment risk .
- Equity cash settlement: in February 2025, compensation committee cash settled 16,990 RSUs under the 2016 LTIP (company-level practice; not specific to McGraner), indicating flexibility in equity practices .
- Related party/affiliates: NXRT notes integrated Adviser platform and potential MNPI/trading complexity risks (no information barriers), though controls exist; reputational incentives to raise capital/acquire assets are noted .
Investment Implications
- Alignment: Heavy RSU-based pay with multi-year, ratable vesting and no options ties McGraner’s realized compensation to sustained share price/dividend performance and tenure; double-trigger CIC design reduces “golden parachute” risk and adds retention .
- Retention and selling pressure: Annual vesting tranches (through 2029) and significant unvested overhang (253k RSUs; ~$10.6M at YE24) suggest ongoing retention but also potential periodic selling around vest dates; hedging prohibited, but pledged shares introduce idiosyncratic risk .
- Governance quality: 2025 LTIP enhancements (clawbacks, minimum vesting, no tax gross-ups, double-trigger CIC) and consistent Say-on-Pay support (83%) indicate shareholder-friendly features, albeit with externally managed model concentrating awards among NEOs .
- Execution track record: Extensive transaction volume across affiliates underscores deal sourcing and financing strengths, positively correlated with value creation capability under the Adviser platform .