NexPoint Real Estate Finance (NREF) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2025, with voting available online, by phone, or by mail.

• Stockholders will vote on the election of seven directors and the ratification of KPMG LLP as the independent auditor for 2025.

• Only stockholders of record as of March 24, 2025, are entitled to vote.

• Proxy materials are available online, and stockholders are encouraged to vote even if not attending.

Voting matters and shareholder proposals

• Seven directors are nominated for one-year terms expiring at the 2026 annual meeting.

• Ratification of KPMG LLP as the independent registered public accounting firm for 2025 is proposed.

• Stockholders may submit proposals for the 2026 annual meeting by December 5, 2025, and must comply with SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of seven members, five of whom are independent under NYSE rules.

• Board committees include audit, compensation, and nominating/corporate governance, each with defined charters and responsibilities.

• The board reviews governance policies regularly and has adopted a code of business conduct and ethics.

• The lead independent director presides over executive sessions and acts as liaison with the chairman.

• Board diversity is considered broadly, including professional and life experiences.