DEF 14A of FrontView REIT, Inc.
Filed Apr 17, 2026 · FY20250001193125-26-161511
Criteria for Selection of Directors
Criteria for Selection of Directors The Nominating Committee is responsible for (i) reviewing the structure, organization, function, and composition of the Board and its committees and make recommendations to the Board regarding changes to the size and composition of the Board or any committee thereof, (ii) leading searches for individuals that the Nominating Committee believes are qualified to become Board members when a vacancy arises, evaluating candidates to be nominated to serve on the Board, and recommending to the Board the director nominees to stand for election at each annual meeting of stockholders of the Company in which directors will be elected, and (iii) considering potential director candidates recommended by the Company’s management and stockholders in the same manner as nominees identified by the Nominating Committee. Pursuant to our Corporate Governance Guidelines, directors should possess the highest personal and professional ethics, integrity, and values. Necessary qualifications may include the ability to make independent judgments, general understanding of the Company’s business, other Board service, professional background, and education. In addition, the Nominating Committee considers other factors it considers appropriate, including diversity. Though diversity is not defined in the Corporate Governance Guidelines, diversity is broadly interpreted by the Board to include viewpoints, background, experience, and industry knowledge. Directors should be committed to devoting sufficient time and energy to diligently performing their duties as directors. In addition, pursuant to the Investor Rights Agreement (as defined below), Maewyn FVR II LP (“Maewyn”) has the right to designate one nominee to our Board subject to the maintenance of certain ownership requirements in us. See “Certain Relationships and Related Party Transactions — Certain Transactions — Series A Preferred Stock Transactions — Investor Rights Agreement” for additional information. The Nominating Committee evaluates the director nominee pursuant to the standards set forth above, and then recommends the director nominee for approval by the full Board.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
(PROPOSAL NO. 1) Upon the recommendation of our Nominating Committee, the Board has nominated the seven individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2027 and until his or her successor is duly elected and qualifies. Our Charter and Bylaws provide for the annual election of directors. Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all of the director nominees named in this Proxy Statement. The Board has determined that each director nominee, other than Messrs. Green and Preston, if elected, would be an independent director, as further described above under “Corporate Governance—Independence of Directors.” Although fewer nominees are named than the number of directors fixed by the Board in accordance with our Bylaws, proxies cannot be voted for a greater number of persons than seven. The Board may elect additional directors in the future in accordance with our Charter and Bylaws. See “Corporate Governance — Structure of the Board” for additional information. All of the director nominees listed below have consented to being named in this Proxy Statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our Board. Alternatively, our Board may reduce the number of directors to be elected at the Annual Meeting. Mr. Fitzgerald was designated as a director nominee by Maewyn pursuant to the Investor Rights Agreement and the Board believes Mr. Fitzgerald is qualified to serve on the Board and that his election is in the best interests of our stockholders.
Director Nominees
Director Nominees
Director Nominees
| | | | | | Board Committees | | | | | Name | Age | Director Since | Position | Independent | Audit | Compensation | Nominating | Real Estate Investment | | Stephen Preston | 49 | 2024 | Chairman, CEO, and President | | | | | C | | Charles Fitzgerald | 51 | 2025 | Director | X | | | X | | | Elizabeth Frank | 56 | 2024 | Director | X | X | | C | | | Robert Green | 73 | 2024 | Director | | | | | X | | Noelle LeVeaux | 53 | 2024 | Director | X | | C | X | | | Ernesto Perez | 59 | 2024 | Director | X | C | X | | | | Daniel Swanstrom | 49 | 2024 | Director | X | X | X | X | | | "C" = Chair of Committee | | | | | | | | | | "X" = Member of Committee | | | | | | | | | | Director Term: One year | | | | | | | | |
Director Nominees
Additional biographical information relating to each of the director nominees is set forth below under “Directors and Management” and incorporated by reference herein.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table presents information regarding the compensation earned or paid during fiscal year 2025 to our non-employee directors who served on the Board during the year. Directors who are employees of us or any of our subsidiaries do not receive any compensation for their services as directors and their compensation is described under the heading “Executive Compensation—Summary Compensation Table for Fiscal Year 2025” below.
Director Compensation Table for Fiscal Year 2025
Director Compensation Table for Fiscal Year 2025
Director Compensation Table for Fiscal Year 2025
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) | Total ($) | | Charles Fitzgerald | 6,793 | — | — | 6,793 | | Elizabeth Frank | 60,000 | 90,003 | — | 150,003 | | Robert Green | 50,000 | 90,003 | — | 140,003 | | Noelle LeVeaux | 60,000 | 90,003 | — | 150,003 | | Ernesto Perez | 65,000 | 90,003 | — | 155,003 | | Daniel Swanstrom | 50,000 | 90,003 | — | 140,003 |
Director Compensation Table for Fiscal Year 2025
(1) The amounts reported in this column include cash retainers earned for service as directors in 2025. Mr. Fitzgerald, the amount represents Mr. Fitzgerald's actual earnings during the period between his appointment as a director on November 13, 2025 through the end of fiscal year 2025. The annual cash retainer for each non-employee director is set forth under the heading “—Narrative to Director Compensation Table” below. (2) The amounts reported in this column represent the grant date fair value of the actual grant of restricted stock unit (“RSU”) awards granted to certain non-employee directors on May 27, 2025 (the date of our 2025 annual meeting of stockholders). The grant date fair value of each RSU award was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC Topic 718”). For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the RSU awards, please see Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The table below shows the aggregate number of outstanding RSUs held by each non-employee director as of December 31, 2025:
Director Compensation Table for Fiscal Year 2025
| Name | Outstanding RSUs (#) | | Charles Fitzgerald | — | | Elizabeth Frank | 7,895 | | Robert Green | 7,895 | | Noelle LeVeaux | 7,895 | | Ernesto Perez | 7,895 | | Daniel Swanstrom | 7,895 |
Narrative to Director Compensation Table
Narrative to Director Compensation Table Our non-employee director compensation policy, which we amended and restated as of December 3, 2025, provides that each of our non-employee directors (that is, each of our directors, other than Mr. Preston) will receive the following compensation for service on the Board: • an annual cash retainer of $50,000; • an additional annual cash retainer of $15,000, $10,000 and $10,000 for service as chairperson of the Audit Committee, chairperson of the Compensation Committee and chairperson of the Nominating Committee, respectively (in addition to the annual cash retainer above); and an annual grant of either RSUs or LTIP Units (as defined in the 2024 Equity Incentive Plan) (“Annual Grant”) on the date of our annual stockholder’s meeting, covering the number of shares of our Common Stock equal to $90,000, divided by the closing sales price of our Common Stock on the date of the applicable annual meeting, and vesting on the earlier of (i) the first anniversary of the date of grant and (ii) the day before the next annual meeting that is held at least 50 weeks after the immediately preceding year’s annual meeting. The amendments we made to our non-employee director compensation policy as of December 3, 2025 provide that each of our non-employee directors may elect to (i) forego receiving payment of their annual cash retainers beginning in the 2026 calendar year and, in lieu thereof, receive a grant of either RSUs or LTIP Units on a quarterly basis and (ii) receive their Annual Grant in the form of LTIP Units, rather than in the form of RSUs. If a non-employee director elects to forego receiving payment of their annual cash retainers for any calendar year, then the equity grants made to that non-employee director for the applicable calendar year will have an aggregate value of approximately 105% of the total compensation (cash and equity) that would have ordinarily been payable to that non-employee director. The vesting of each Annual Grant, and beginning in 2026, each equity grant made in lieu of the cash retainer, is subject to the non-employee director’s continuous service with us as of the applicable vesting date, which is generally one year from the date of grant. Any awards granted under the non-employee director compensation policy that are unvested as of the occurrence of a Change in Control (as defined in the 2024 Equity Incentive Plan) will automatically vest upon such Change in Control for each non-employee director who remains in continuous service with us immediately prior to such Change in Control. Pursuant to the non-employee director compensation policy, the compensation described above is subject to the limits on non-employee director compensation set forth in the 2024 Equity Incentive Plan. We also reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.
Summary Compensation Table for Fiscal Year 2025
Summary Compensation Table for Fiscal Year 2025 The following Summary Compensation Table discloses compensation information for fiscal years 2024 and 2025 with respect to our named executive officers. Certain other information is provided in the narrative sections following the Summary Compensation Table.
Summary Compensation Table for Fiscal Year 2025
| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | All Other Compensation ($) (4) | Total | | Stephen Preston | 2025 | 750,000 | 390,000 | 1,907,526 | 392,014 | 3,439,540 | | Chief Executive Officer and President | 2024 | 181,818 | 92,213 | 5,000,002 | 7,891 | 5,281,924 | | Pierre Revol | 2025 | 201,563 | 250,000 | 1,182,372 | 44,496 | 1,678,431 | | Chief Financial Officer, Treasurer, and Secretary | 2024 | — | — | — | — | — | | Drew Ireland | 2025 | 400,000 | 160,000 | 286,125 | 129,973 | 976,098 | | Chief Operating Officer | 2024 | 96,970 | 25,000 | 1,000,008 | 5,588 | 1,127,566 | | Randall Starr(5) | 2025 | 370,191 | — | 1,669,095(5) | 136,866 | 2,176,152 | | Former Co-Chief Executive Officer and Co-President | 2024 | 181,818 | 92,213 | 3,250,007 | 7,098 | 3,531,136 |
Summary Compensation Table for Fiscal Year 2025
(1) Amount represents the named executive officer’s actual earnings during the 2025 fiscal year. For Mr. Revol, the amount for fiscal year 2025 reflects Mr. Revol's actual earnings during the period commencing on his date of hire (July 21, 2025) through fiscal year end. For Mr. Starr, the amount for fiscal year 2025 reflects Mr. Starr's actual earnings during the period commencing on January 1, 2025 through the date that his employment with the Company terminated (June 15, 2025). The full-year salary for each named executive officer is set forth under the heading “Narrative to Disclosure to the Summary Compensation Table—Salary” below. Amount for each of Messrs. Preston, Revol, and Ireland for fiscal year 2025 represents the named executive officer's 2025 annual bonus. For Mr. Revol, the amount for fiscal year 2025 reflects his pro-rated cash incentive award based on his period of employment from his start date (July 21, 2025) through the end of fiscal year 2025. For fiscal year 2024, the amount for each of Messrs. Preston and Starr reflects the bonus that each was entitled to receive under the terms of his employment agreement. Despite this, prior to the payment of their 2024 bonuses, Messrs. Preston and Starr agreed not to receive their bonuses. Mr. Starr was not eligible to receive a 2025 annual bonus as a result of the termination of his employment with the Company. Additional detail for each named executive officer’s 2025 annual bonus amount is set forth under the heading “Narrative to Disclosure to the Summary Compensation Table—Bonus” below. Amount in the “Stock Awards” column of the Summary Company Table represents the grant date fair value of the RSU award granted to each named executive officers on (i) March 31, 2025, with respect to Messrs. Preston and Ireland, and (ii) July 21, 2025, with respect to Mr. Revol. The grant date fair value of each RSU award was calculated in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the RSU awards, please see Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Amounts included in the “Stock Awards” column of the Summary Company Table reflect the Company’s accounting expense and do not correspond to the actual value that may be realized by each named executive officer, and there is no assurance that these grant date fair values will ever be realized by the named executive officers. The actual value that may be realized by each of our named executive officers in respect of his RSU award will be determined based on the per-share price of our Common Stock on the applicable date of vesting, which, for the RSU awards granted to Messrs. Preston and Ireland,, will occur in equal annual installments on each of March 31, 2026, 2027, 2028, and 2029 and with respect to Mr. Revol, will occur in equal annual installments on each of July 21, 2026, 2027, 2028, and 2029, in each case, subject to the named executive officer’s continued service with the Company through the applicable vesting date. Mr. Starr's RSUs were forfeited by him on June 15, 2025 as a result of his termination of employment and, accordingly, Mr. Starr will not realize any actual value in respect of his RSUs. Additional detail for each named executive officer’s RSU awards is set forth under the heading “Narrative to Disclosure to the Summary Compensation Table—Stock Awards” below. (4) Amount represents health insurance premiums paid by the Company. (5) Mr. Starr's employment with the Company terminated on June 15, 2025. The award reported in the “Stock Awards” column for Mr. Starr represents an award of RSUs granted in March 2025, the full amount of which was forfeited in connection with his employment termination.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(#) (1)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Stephen Preston | March 31, 2025 | 149,142 | 2,201,336 | | | October 4, 2024 | 210,527 | 3,107,379 | | Pierre Revol | July 21, 2025 | 95,199 | 1,405,137 | | Drew Ireland | March 31, 2025 | 22,371 | 330,196 | | | October 4, 2024 | 42,106 | 621,485 | | Randall Starr(4) | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
Amounts represent the number of RSUs subject to (A) Mr. Preston's and Mr. Ireland's (i) initial equity award granted on October 4, 2024 (the “IPO Grants”) that remain outstanding and (ii) annual equity award granted on March 31, 2025 (the “2025 Annual Grants”) and (B) Mr. Revol's initial equity award granted on July 21, 2025 (the “Revol Initial Grant” and together with the IPO Grants and the 2025 Annual Grants, the “Outstanding Grants”). The remaining portion of the IPO Grants generally vest in equal annual installments on each of October 4, 2026, 2027, 2028 and 2029, subject to the named executive officer’s continued service with the Company through the applicable vesting date. The 2025 Annual Grants generally vest in equal annual installments on each of March 31, 2026, 2027, 2028, and 2029, subject to the named executive officer’s continued service with the Company through the applicable vesting date. The Revol Initial Grant generally vests in equal annual installments on each of July 21, 2026, 2027, 2028, and 2029, subject to Mr. Revol’s continued service with the Company through the applicable vesting date. The Outstanding Grants may also be subject to accelerated vesting in certain circumstances pursuant to the terms of the applicable named executive officer’s employment agreement. Additional detail regarding the accelerated vesting provisions found in each named executive officer’s employment agreement is set forth under the heading “—Additional Narrative Disclosure” below. Each named executive officer is entitled to receive payments equal to any cash dividends paid with respect to a corresponding number of shares of our Common Stock issued in respect of these RSUs, which payments are made at the time such cash dividends are paid to shareholders generally. (3) The value of the Outstanding Grants is shown assuming a market value of $14.76 per share, the closing market price of a share of our Common Stock on December 31, 2025. (4) Mr. Starr did not hold any outstanding equity awards as of December 31, 2025 due to the termination of his employment, which was effective as of June 15, 2025 and resulted in the forfeiture of any then-unvested RSUs.