Mary Fedewa
About Mary Fedewa
Independent director since March 11, 2025; age 59. President and Chief Executive Officer (and director) of STORE Capital, which she co-founded in 2011; prior roles include Managing Director of Acquisitions at Spirit Finance (2004–2007) and multiple leadership roles at GE Capital (GE Quality Leader; concluded as Senior Vice President, Consumer Finance). Education: B.A. in Business Management with a Finance concentration from North Carolina State University, Summa Cum Laude. The Board has determined she is independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit Finance Corporation | Managing Director of Acquisitions | 2004–2007 | Originated significant volume of net lease transactions across U.S. industries |
| GE Capital | GE Quality Leader; Senior Vice President, Consumer Finance; leadership roles in Mortgage Insurance, Private Label Financing, Commercial Finance | Not disclosed | Senior leadership across lending/finance functions; concluded as SVP Consumer Finance |
External Roles
| Organization | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| STORE Capital | President, CEO and director | 2011–present | Co-founder; note that director Tawn Kelley previously served as STORE Capital Board Chair until sale to GIC in Feb 2023 |
| Scottsdale Arts Board of Trustees | Director | Not disclosed | Community/cultural governance role |
| Greater Phoenix Economic Counsel | Director | Not disclosed | Regional economic development governance role |
Board Governance
- Independence: The Board determined Ms. Fedewa is an “independent director” under NYSE and SEC rules.
- Attendance and engagement: In FY2025 the Board met 6 times; four executive sessions were held; each incumbent director attended more than 75% of Board and committee meetings during their period of service.
- Committee status: She is not listed on any standing Board committees for FY2025; committee membership for FY2026 will be evaluated following the annual meeting.
| Committee | Chair | Members | Meetings (FY2025) |
|---|---|---|---|
| Audit | Michael Berman | Erin Mulligan Helgren; Tawn Kelley | 6 |
| Compensation | Eddie Capel | Erin Mulligan Helgren; Nikul Patel | 5 |
| Nominating & Governance | Tawn Kelley | Michael Berman; Gary Robinette | 7 |
- Board leadership: Roles of CEO and Board Chair are separated; Board Chair presides over meetings and executive sessions (Eddie Capel elected Chair in July 2023).
Fixed Compensation
| Director Compensation Program Element | Amount |
|---|---|
| Director Annual Cash Retainer | $65,000 |
| Annual Equity Retainer (RSUs) | $100,000; vests at next Annual Meeting or one-year anniversary |
| Board Chair Annual Retainer | $115,000 |
| Committee Chair Fees | $18,500 (Audit); $18,500 (Compensation); $15,000 (Nominating & Governance) |
| Committee Member Fees | $10,000 (Audit); $10,000 (Compensation); $7,500 (Nominating & Governance) |
| Mary Fedewa – Non-Employee Director Compensation (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $3,214 |
| Stock Awards ($) | $0 (no RSU grant in FY2025 due to appointment timing) |
| Total ($) | $3,214 |
Note: Non-employee directors appointed after the prior annual grant date receive the program grants on the next grant cycle; FY2025 program remained unchanged from FY2024.
Performance Compensation
No performance-conditioned compensation is disclosed for non-employee directors; annual equity compensation is time-based RSUs that vest at the next Annual Meeting or one-year anniversary.
Other Directorships & Interlocks
- STORE Capital: Ms. Fedewa is CEO/director; director Tawn Kelley previously served as STORE Capital Board Chair until its sale to GIC in Feb 2023. This indicates a network connection; no related-party transactions with STORE are disclosed.
- ECN: Director Tawn Kelley serves as a director of ECN; Champion Homes holds a 19.9% equity interest in ECN (not directly related to Ms. Fedewa).
Expertise & Qualifications
- Senior leadership in net lease and commercial finance; extensive M&A and acquisitions track record from Spirit Finance and GE Capital.
- Capital markets and corporate finance experience; co-founder of a major net lease REIT (STORE Capital).
- Education: Summa Cum Laude BA in Business Management (Finance), North Carolina State University.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 0; Form 3 filed March 14, 2025 states “No securities are beneficially owned” |
| Beneficial ownership % of outstanding | Less than 1% (as reflected in beneficial ownership table) |
| Ownership guidelines | Non-employee directors must hold stock equal to 3× annual cash retainer; newest director (Ms. Fedewa) has three years to comply |
| Pledging/Hedging policy | Pledging of company stock is prohibited; hedging permitted only within approved trading windows and with pre-clearance |
Insider Filings
| Filing | Date | Event Date | Reported Holdings/Notes |
|---|---|---|---|
| Form 3 – Initial Statement of Beneficial Ownership | March 14, 2025 | March 11, 2025 | No securities beneficially owned; filed under attorney-in-fact authority (POA) |
Governance Assessment
- Independence and board effectiveness: Independence affirmed; she joined late in FY2025 and is not yet on any standing committee, which suggests initial onboarding and potential for future committee placements aligned to finance/M&A expertise.
- Attendance and engagement: Board met 6 times with four executive sessions; each incumbent director attended at least 75% of Board/committee meetings during their service period, indicating baseline engagement.
- Alignment and incentives: As a new director, she had no shareholdings at appointment and no FY2025 RSU grants due to timing; the ownership guideline (3× cash retainer within 3 years) and annual director RSU grants mitigate near-term alignment risk. Hedging restrictions and pledging prohibition further protect alignment.
- Conflicts/related-party oversight: No related-person transactions disclosed involving Ms. Fedewa; the Audit Committee reviews and must approve any related-party transactions >$120,000 on arm’s-length terms.
- Broader governance signals: Separation of CEO and Chair roles (Chair: Eddie Capel) supports independent oversight; Compensation Committee uses independent consultant WTW, with independence affirmed; 2024 Say-on-Pay support was ~94.5%, indicating strong shareholder confidence in compensation governance.
RED FLAGS to monitor: Early-stage ownership (0 shares at appointment) until RSUs and guideline compliance are established; external role as CEO/director of STORE Capital—track for any transactions or relationships that could create related-party exposure (none disclosed). Hedging is allowed under policy with pre-clearance (common but scrutinized by some investors).