Not independent
Tenure on this board
11.1 yrs
Also a director at
Nexpoint Real Estate Finance Inc (NREF)N/ANexpoint Diversified Real Estate Trust (NXDT)
7 nominees · 4 ballot items.
Elect seven directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (choose 1, 2, or 3 years; Board recommends 1 year); and ratify KPMG LLP as independent registered public accounting firm for 2026.
Elect seven directors (James Dondero, Brian Mitts, Edward Constantino, Scott Kavanaugh, Dr. Arthur Laffer, Dr. Carol Swain and Catherine Wood) to serve one-year terms expiring at the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote).
This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, tables and narrative. Management is seeking this shareholder approval to gauge investor support for its executive pay practices; while the Company is externally managed and the named executive officers are employees of the Adviser (and do not receive cash compensation from the Company), the Company does grant equity-based awards to align executive interests with stockholders. The proxy notes that the vote is advisory and not binding, but the compensation committee intends to consider the vote results when evaluating whether to change compensation programs. Contextually, the Company reported strong prior-year support (approximately 94% approval in 2025) and the compensation program emphasizes equity awards (RSUs) as primary alignment mechanisms given REIT distribution constraints and the Adviser structure. The Board’s recommendation in favor reflects a judgment that the disclosed compensation framework appropriately incentivizes management to pursue dividend and market-capitalization growth and supports retention and alignment in a competitive talent market for externally-managed REIT executives. Potential investor concerns include the external management structure, where most cash compensation is paid by the Adviser rather than the Company, and the concentration of equity awards among named officers; management addresses these by highlighting equity awards, vesting schedules and the committee’s oversight. While the vote will not change contractual arrangements, a negative result could prompt the compensation committee to engage with investors and consider adjustments to award design, disclosure or governance practices. Overall, the proposal is a standard say-on-pay request intended to provide shareholder feedback on executive pay and to preserve a channel for investor engagement on compensation matters.
Non-binding advisory vote where shareholders choose whether future advisory votes on executive compensation should occur every one, two, or three years (Board recommends every one year).
This advisory proposal asks shareholders to indicate whether they prefer the Company to hold non-binding say-on-pay votes every one, two or three years; the Company’s Board recommends annual (one-year) frequency. Management favors an annual vote on grounds that it provides the most timely and direct channel for shareholders to express views on compensation policies, enabling the Board and compensation committee to respond quickly to investor concerns and evolving market practice. Given the Company’s external management structure and reliance on equity-based awards to align named executive officers, frequent investor feedback may be particularly valuable to ensure compensation design remains aligned with stockholder interests and REIT-specific constraints (such as distribution requirements). The proxy offers practical context: the vote is advisory, the proxy card will list the three frequency options plus an abstain option, and the Board intends to consider results when deciding the cadence of future say-on-pay submissions. From a governance perspective, selecting a three-year frequency can reduce administrative burden and provide longer-term continuity in compensation programs, but may lessen the immediacy of shareholder oversight; selecting a one-year frequency increases engagement but may lead to more frequent public scrutiny and potential short-term focus. The recommendation for one year signals the Board’s preference for active engagement and responsiveness to investor sentiment. If shareholders choose a frequency different from the Board’s recommendation, the Board will evaluate the voting results in setting future practice, and a decisive shareholder preference could lead to a change in how often the Company solicits say-on-pay votes. Ultimately, this proposal centers on the appropriate balance between shareholder engagement frequency and governance efficiency in an externally-managed REIT context.
Ratify the audit committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.07% | 2,566,248 | $64M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.38% | 1,370,736 | $34M |
| 3 | STATE STREET CORP | 5.09% | 1,297,233 | $32M |
| 4 | GOLDMAN SACHS GROUP INC | 4.22% | 1,075,333 | $27M |
| 5 | BlackRock, Inc. | 3.96% | 1,009,722 | $25M |
| 6 | Starwood Capital Group Management, L.L.C. | 3.88% | 989,419 | $25M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.73% | 951,897 | $24M |
| 8 | NEXPOINT ASSET MANAGEMENT, L.P. | 3.43% | 874,521 | $22M |
| 9 | Copeland Capital Management, LLC | 2.86% | 728,171 | $18M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.08% | 531,470 | $13M |
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