Neville L. Rhone, Jr.
About Neville L. Rhone, Jr.
Neville L. Rhone, Jr. is an independent director at Stratus Properties Inc. (STRS), serving since 2020 and currently age 54. He is Co‑Founder and Managing Partner of Arc Capital Partners (2013–present), with prior roles at Canyon Partners Real Estate (Managing Director, investment committee member, 2005–2013) and Morgan Stanley (real estate private equity and investment banking, 2000–2004). He holds an MBA from Columbia Business School and B.S./M.Eng. degrees in Civil Engineering from Cornell University. He chairs STRS’s Audit Committee and serves on the Nominating & Corporate Governance Committee; the Board has determined he is independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canyon Partners Real Estate | Managing Director; Investment Committee Member | 2005–2013 | Led investments (including in Texas); brings finance/investment oversight to STRS |
| Morgan Stanley | Real estate private equity and investment banker | 2000–2004 | Capital markets and real estate transaction experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arc Capital Partners | Co‑Founder & Managing Partner | 2013–present | Specializes in middle‑market, mixed‑use real estate; institutional, minority‑owned manager |
| Urban Land Institute (ULI) | Active member | n/a | Industry network and governance insights |
| Pension Real Estate Association (PREA) | Active member | n/a | Institutional real estate perspectives |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent (affirmatively determined by Board under NASDAQ standards) |
| Board Class & Term | Class II; term expires at 2027 annual meeting |
| Committees | Audit (Chair); Nominating & Corporate Governance (Member) |
| Audit Committee Financial Expert | Yes (Board determination) |
| Meetings (2024) | Board: 8; Audit: 4; Nominating & Corporate Governance: 2 |
| Attendance | Each director attended over 92% of aggregate Board/committee meetings in 2024 |
| Key Audit Oversights | Financial reporting, ICFR, external auditor independence/performance, internal audit oversight, cybersecurity risk, approval/ratification of Item 404 related‑party transactions |
| Internal/External Audit Actions | Appointed CohnReznick as independent auditor (2024); Armanino LLP as internal auditor (2024); signed 2025 Audit Committee report |
Fixed Compensation (Director)
| Component | Amount (USD) | Source/Notes |
|---|---|---|
| Annual Board retainer (cash) | $35,000 | Standard for non‑employee directors in 2024 |
| Audit Committee Chair fee | $17,500 | 2024 program |
| Nominating & Corporate Governance member fee | $5,000 | 2024 program |
| Total Cash Paid in 2024 (Rhone) | $57,500 | Reported in 2024 Director Compensation table |
Performance Compensation (Director Equity)
| Metric | Detail |
|---|---|
| Equity type | RSUs (director annual grant) |
| Grant date | May 9, 2024 |
| Units (Rhone) | 2,720 RSUs |
| Grant date fair value (Rhone) | $65,008 |
| Vesting | Fully vests on first anniversary of grant date |
| Acceleration | Death, disability, retirement (as determined by Board), or non‑re‑nomination |
| Outstanding RSUs at 12/31/2024 (each non‑employee director) | 3,070 RSUs |
| Unvested RSUs not vesting within 60 days of 3/26/2025 (Rhone) | 350 RSUs |
| Performance conditions | None (time‑based RSUs; no performance metrics for director equity) |
| Program calibration | Annual RSU target increased from $45,000 to $65,000 beginning in 2023 (FTI consulting review) |
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| None disclosed | — | — | The 2025 proxy biography lists no other public company boards for Rhone |
Expertise & Qualifications
- Real estate development, finance, investments, operations, and executive leadership (30+ years). MBA (Columbia); B.S./M.Eng. Civil Engineering (Cornell). Audit committee financial expert designation.
- Skills align with STRS’s risk, finance, and transaction oversight needs; Audit scope includes cybersecurity and related‑party oversight, supporting investor confidence.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares owned (not subject to vesting) | 6,165 | As of March 26, 2025 |
| Shares subject to vesting of RSUs (within 60 days) | 2,720 | As of March 26, 2025 |
| Total beneficial ownership | 8,885 | As of March 26, 2025 |
| % of outstanding shares | <1% | Per proxy footnote (based on 8,072,897 shares) |
| Additional unvested RSUs (excluded from above) | 350 | Not vesting within 60 days of record date |
| Stock ownership guideline (non‑employee director) | 3x annual retainer = $105,000 aggregate value | Based on trailing 3‑year avg price |
| Compliance with guideline | Exceeds target (all non‑employee directors) | As of March 26, 2025 |
| Hedging/Pledging | Hedging prohibited; new pledges prohibited since March 3, 2016 | Insider Trading Policy summary |
| Pledged shares (Rhone) | None noted | No pledge footnote for Rhone in ownership table |
Governance Assessment
- Strengths
- Audit Chair and “audit committee financial expert”; documented oversight of ICFR, financial reporting integrity, auditor independence, internal audit, and cybersecurity—supports robust risk governance.
- Independence affirmed; attendance above 92% with active committee participation (Audit Chair; Nominating & Corporate Governance member).
- Ownership alignment: exceeds director stock ownership guideline; meaningful annual equity grant ($65k target; 2,720 RSUs) alongside cash retainer and committee fees.
- No related‑party transactions disclosed involving Rhone; Audit Committee (which he chairs) reviews/approves Item 404 transactions annually.
- Watch items / context
- Classified board structure remains (Rhone in Class II; term to 2027), which some investors view as entrenching; balanced by lead independent director structure and high board independence.
- Red flags
- None identified specific to Rhone (no pledging/hedging, no related‑party transactions, strong attendance).
Summary: Rhone’s profile signals strong board effectiveness and investor‑aligned oversight—particularly in audit and risk domains—with clean conflict profile, solid attendance, and ownership alignment through equity and guideline compliance.