Craig Macnab
About Craig Macnab
Independent director at VICI Properties Inc.; age 69; director since October 2017 (tenure ~8 years). Former Chair and CEO of National Retail Properties (NNN), with CEO tenure beginning in 2004 and Chair/CEO from 2008 until retirement in April 2017; previously CEO/President of JDN Realty (2000–2003). Education: MBA from Drexel University; Bachelor’s in Economics and Accounting from the University of the Witwatersrand. Audit Committee financial expert; current roles include Compensation Committee Chair and Audit Committee member at VICI.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Retail Properties (NNN) | CEO (starting 2004); Chair & CEO | 2008–Apr 2017 | Led publicly held REIT; extensive financial/strategic leadership |
| JDN Realty | CEO & President | 2000–2003 | Public REIT leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Tower Corporation (AMT) | Independent Director | 2014–present | Current public company board |
| Independence Realty Trust (IRT) | Independent Director | Feb 2024–present | Current public company board |
| Cadillac Fairview (private) | Director | Sep 2011–Dec 2022 | Prior private company board |
| Forest City Realty Trust (FCEA) | Director | 2017–2018 | Prior public company board |
| Eclipsys Corporation | Director | 2008–2014 | Prior public company board |
| DDR Corp. (DDR) | Director | 2003–2015 | Prior public company board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Macnab and all non-employee directors are independent; all committees fully independent |
| VICI Committee Assignments | Compensation Committee (Chair); Audit Committee (Member); not on Nominating & Governance |
| Committee Attendance (2024) | Audit: 4 meetings, 100% attendance; Compensation: 5 meetings, 100% attendance; Nominating: 4 meetings (committee-wide) |
| Board Meetings (2024) | 7 meetings; all directors attended ≥75% and attended 2024 Annual Meeting |
| Executive Sessions | Regular executive sessions of independent directors after each Board meeting |
| Leadership Structure | Independent Chair; no Lead Independent Director needed under current structure |
| Committee Refresh | Audit Committee expanded to four members; rotation in Feb 2025 (Macnab remains; Rumbolz joined) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Director Retainer | $275,000 (approx. $175,000 RS; $100,000 cash) | $300,000 (~$200,000 restricted stock; $100,000 cash) |
| Independent Chair Retainer | $120,000 | $150,000 |
| Committee Chair Retainers | Audit $40,000; Compensation $25,000; Nominating $20,000 | Audit $40,000; Compensation $25,000; Nominating $20,000 |
| Committee Member Retainers | Audit $20,000; Compensation $10,000; Nominating $10,000 | Audit $20,000; Compensation $10,000; Nominating $10,000 |
| Deferral/Election | Directors may elect cash/equity mix for additional retainers; deferral available under 409A |
| Macnab – Non-Employee Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | $100,000 | $100,000 |
| Stock Awards ($, grant-date fair value) | $220,000 | $245,000 |
| Total ($) | $320,000 | $345,000 |
| Equity Grant Timing | RS award aligned to Annual Meeting-to-Annual Meeting (Apr 27, 2023→Apr 30, 2024; Apr 30, 2024→Apr 29, 2025) | |
| Payment Cadence | Cash and additional retainers paid quarterly |
Notes: Differences across directors reflect elections to receive committee retainers in stock/cash per the program; Macnab’s higher stock award vs peers suggests a greater equity mix election for his additional retainers.
Performance Compensation
| Program Overseen by Compensation Committee (Chair: Macnab) | Metrics | Performance Period | Design/Guardrails |
|---|---|---|---|
| Short-Term Incentive Plan (STIP) for executives | AFFO per share growth (accretive transactions) | Annual | Formulaic goals set at start; maximum payouts; clawback policy applies |
| Long-Term Incentive Program (LTIP) PSUs for executives | Absolute TSR; Relative TSR vs peer group | 3-year cycles (e.g., 2024–2026) | Monte Carlo valued PSUs; “LTIP Award Governor” caps payout at target if Absolute TSR is negative; one-year minimum vesting; clawback aligned to SEC/NYSE rules |
| 2022 PSU Results (for context) | Absolute TSR: 4.3% annualized (13.6% total); Relative TSR: 75th percentile | 2022–2024 | Aggregate outcome at “target” based on sum of absolute below threshold and relative above superior |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Concurrent Public Boards | AMT (since 2014); IRT (since Feb 2024) |
| Director Commitments Policy | Max four public company boards (including VICI) without Board consent; Macnab within limit (VICI + AMT + IRT = 3) |
| Committee Interlocks | None in 2024 (no interlocks with other companies per SEC proxy rules) |
Expertise & Qualifications
- Financial, strategic, and CEO experience in REITs; capital markets and executive compensation skills highlighted in VICI’s skills matrix.
- Audit committee financial expert designation; strong finance/accounting background.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Craig Macnab | 66,058 | <1% (*) |
| Stock Ownership Guidelines | Requirement | Compliance |
|---|---|---|
| Non-Employee Directors | 5x annual base cash retainer | As of Dec 31, 2024, all non-employee directors exceeded requirements (range 9x–48x) |
| Anti-Hedging/Pledging | Prohibits hedging, short sales, and pledging; no margin accounts | Applies to directors; policy included in Insider Trading Policy |
(*) Less than 1% per proxy table.
Governance Assessment
- Board effectiveness: Macnab chairs a fully independent Compensation Committee with 100% attendance in 2024 and clear authority to retain independent consultants; the committee oversees STIP/LTIP design, clawbacks, and human capital programs—supportive of pay-for-performance alignment.
- Independence and conflicts: Board and all committees are fully independent; no family relationships; no material related party transactions; robust related party review policy and ESG/governance oversight by Nominating & Governance.
- Ownership alignment: Holds VICI stock; directors exceed ownership guidelines; anti-hedging/pledging policy enhances alignment; directors may elect to receive additional retainers in equity, bolstering skin-in-the-game.
- Shareholder signals: Strong Say-on-Pay support (~96% in 2024) and annual Say-on-Frequency support (>97% for one-year cadence) indicates investor confidence in compensation oversight under Macnab’s committee leadership.
- RED FLAGS: None identified—no interlocks, no hedging/pledging permitted, no related-party transactions; director commitments policy limits overboarding risk; committee attendance and independence are strong.