DEF 14A of NNN Reit, Inc., Mar 20, 2025

DEF 14A of NNN Reit, Inc.

Filed Mar 20, 2025 · FY20240000950170-25-042337

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Nominees

    Nominees Based on the recommendation of our Governance and Nominating Committee, the persons named below have been nominated by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for election as directors to serve until the next annual meeting of stockholders or until their successors shall have been elected and qualified.

  3. Nominees

    | Director Name | Independent | Audit Committee | Compensation Committee | Governance and Nominating Committee | | Pamela K. M. Beall | ✓ | ❍ | | ❍ | | Steven D. Cosler + | ✓ | | | | | David M. Fick | ✓ | ● | ❍ | | | Edward J. Fritsch | ✓ | | ❍ | ● | | Elizabeth C. Gulacsy | ✓ | ❍ | | | | Betsy D. Holden | ✓ | ❍ | ● | | | Kamau O. Witherspoon | ✓ | ❍ | | ❍ | | Stephen A. Horn, Jr. | | | | | | ❍ - Committee Member | | | | | | ● - Committee Chair | | | | | | + - Chairperson of the Board | | | | |

  4. Nominees

    In selecting the candidates to nominate for election as directors, the Governance and Nominating Committee’s principal qualification is whether an individual has the ability to act in the best interests of the Company and its stockholders. The Governance and Nominating Committee endeavors to identify individuals to serve on the Board who have expertise that is useful to the Company and complementary to the background, skills and experience of other Board members. Each individual serving on the Board should be willing to devote the time necessary to carry out the responsibilities of a director of the Company. The Governance and Nominating Committee’s assessment of the composition of the Board should include: (a) skills - business and management experience, real estate experience, accounting experience, finance and capital markets experience, and an understanding of corporate governance regulations and public policy matters, (b) character - ethical and moral standards, leadership abilities, sound business judgment, independence and innovative thought, and (c) composition - diversity and public company experience. The Governance and Nominating Committee measures the Board’s composition by taking into account the entirety of the Board and the criteria listed above rather than having any representational directors. Our Board views diversity in a broad sense, taking into consideration not only racial, ethnic and gender diversity, but also the mix of qualifications of our directors including tenure, experience levels and types of experience, including both industry and subject matter expertise. When considering board candidates, the Governance and Nominating Committee considers whether an individual would bring a diverse viewpoint to the Board, including with respect to the candidate’s gender, race and ethnicity. The Governance and Nominating Committee has demonstrated its commitment to both diversity and board refreshment by adding three new independent directors to the Board over the past six years, expanding the diversity of gender, race, and ethnicity of the Board. Recent Board refreshment has deepened the diversity of composition, thought and experience of the Board, adding fresh perspectives, and maintaining the effectiveness of the Board through the retirement of its long-serving members. Our Governance and Nominating Committee identifies potential director candidates through a variety of means, including recommendations from members of the Board and suggestions from Company management. Our Governance and Nominating Committee may also, in its discretion, engage director search firms to identify candidates. The biographies below set forth each nominee’s name, age, principal occupation or employment and directorships in other public corporations during at least the last five years, as well as the specific experience, qualifications, attributes and skills each nominee has acquired in such positions. Each of the nominees below have been recommended by the Governance and Nominating Committee and approved by the Board of Directors for inclusion on the attached proxy card.

  5. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES DESCRIBED BELOW FOR ELECTION AS DIRECTORS.

  6. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE

    | Name and Age | EXPERIENCE | | Pamela K. M. Beall Age: 68 | Ms. Beall has served as a director of the Company since August 2016. In April 2021, Ms. Beall was appointed to the board of directors of Nationwide Mutual Insurance Company, a Fortune 100 financial services company where she serves as chair of the Audit Committee and a member of the Finance Committee. In August 2024, Ms. Beall was appointed to the board of directors of Nationwide Trust Company where she serves on the Audit and Fiduciary Committee. She is an emeritus member of the board of trustees of the University of Findlay. Ms. Beall retired in 2021 from Marathon Petroleum Corporation ("MPC") as Executive Vice President, Chief Financial Officer and as a member of the board of directors of MPLX GP LLC, a subsidiary of MPC, positions which she held from 2016 and 2014, respectively. MPLX GP LLC is the general partner of MPLX LP, a publicly traded master limited partnership, which owns and operates crude oil, refined products and natural gas logistics assets and processing operations. Ms. Beall received a bachelor’s degree in accounting from the University of Findlay and a master’s degree in business administration from Bowling Green State University, is a non-practicing Certified Public Accountant ("CPA"), and she has attended the Oxford Institute for Energy Studies. Other public company directorships she has held include Tesoro Logistics GP, LLC (2018 to 2019). Ms. Beall is the founder of Agriculture Energy Partners LLC a single member LLC engaged in consulting and investment in energy projects including renewal natural gas. |

  7. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE

    | Steven D. Cosler Age: 69 | Mr. Cosler has served as a director of the Company since August 2016 and Chairperson since May 2021. Mr. Cosler served as the CEO of Priority Healthcare, which was acquired by Express Scripts in 2005 and was lead director of Catamaran Corporation, which was acquired by United Healthcare in July 2015. Mr. Cosler also served on the public board of Cima Labs, a biotechnology company, and on the Board of Trustees of two closed-end mutual funds at Claymore Securities, Inc., a privately-held financial services company. Mr. Cosler currently serves on the board of Guardian Pharmacy Services (NYSE:GRDN) and on the boards of Imagine360, Liviniti and Eversana, all of which are Water Street Healthcare Partners portfolio companies, and privately held Medigi. He also serves on the board and is co-founder of Elevate Indianapolis, a non-profit organization. | | David M. Fick Age: 67 | Mr. Fick has served as a director of the Company since November 2010. Mr. Fick is a former adjunct professor at the Johns Hopkins University Carey Business School where he taught graduate-level Real Estate Finance, Capital Markets, and REIT Structuring and Analysis, including seminars on corporate governance, executive compensation and securities issuance procedures. He is President of Nandua Oyster Company, an aquaculture business he founded in 2007. Mr. Fick served as Managing Director at Stifel Nicolaus & Company, a successor to Legg Mason Wood Walker, where he headed Real Estate Research and was an analyst covering real estate investment trusts from 1997 to 2010. Mr. Fick is a member of the National Association of Real Estate Investment Trusts (“Nareit”), and the American Institute of Certified Public Accountants ("AICPA"), and is a non-practicing CPA. He is also an investor, board member and advisor to several private real estate funds and partnerships. | | Edward J. Fritsch Age: 65 | Mr. Fritsch has served as a director of the Company since February 2012. After 37 consecutive years with Highwoods Properties, Inc., a publicly traded REIT (NYSE: HIW) ("Highwoods"), Mr. Fritsch retired in September 2019 as President and Chief Executive Officer. Joining Highwoods in 1982, in 2001 he was elected to the Board of Directors, in 2003 was named President, and in 2004, Mr. Fritsch assumed the role of Chief Executive Officer. Throughout his tenure as CEO, Highwoods averaged a total shareholder return of 12.8% per annum. Mr. Fritsch is a former member of the Nareit Board of Governors and served as its 2015-2016 national chair. In 2023 Nareit presented Mr. Fritsch with The Industry Leadership Award. Mr. Fritsch is also a recipient of the State of North Carolina's prestigious Order of the Long Leaf Pine Award presented by the Governor. Mr. Fritsch is an active investor in privately-held, commercial real estate development projects and is currently a member of the following boards: Merus (Cincinnati headquartered commercial real estate developer), University of North Carolina at Chapel Hill Foundation and Audit Committee, University of North Carolina at Chapel Hill Real Estate Holdings, Dix Park Conservancy and Executive Committee, Cristo Rey Research Triangle High School, Our Lady of Lourdes Catholic Church and School and the YMCA of the Triangle Board, Executive Committee and Trustee Chair. |

  8. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE

    | Elizabeth C. Gulacsy Age: 51 | Ms. Castro Gulacsy has served as a director of the Company since August 2022. Ms. Castro Gulacsy worked for SeaWorld Entertainment, Inc. (NYSE: SEAS) (now known as United Parks and Resorts, Inc. (NYSE: PRKS)) from 2013 to 2023, most recently providing CFO consulting and advisory services, having served as Chief Financial Officer & Treasurer from May 2021 to June 2022, Interim Chief Financial Officer & Treasurer and Chief Accounting Officer from April 2020 to May 2021 and Chief Accounting Officer from August 2017 to April 2020. Prior to joining SeaWorld Entertainment, from 2002 to 2013, Ms. Castro Gulacsy was at Cross Country Healthcare, Inc. (NASDAQ: CCRN), a publicly traded healthcare staffing company, where she most recently served as their Chief Accounting Officer and Corporate Controller. Ms. Castro Gulacsy was recently featured among "100 Hispanic Board Members Making a Difference" in the October 2024 issue of Board Recruitment. Ms. Castro Gulacsy is a graduate of the University of Florida with a Bachelor of Science in Accounting and a Masters of Accounting and is an active licensed CPA. Ms. Castro Gulacsy is a member of the National Association of Corporate Directors ("NACD"), the Latino Corporate Directors Association and the Corporate Board Member Network. She has earned the Directorship Certification from the NACD, the Masters Professional Director - Public Company designation from the American College of Corporate Directors and the Diligent Institute Cyber Risk and Strategy Certification. | | Betsy D. Holden Age: 69 | Ms. Holden has served as a director of the company since February 2019. Ms. Holden served as a Senior Advisor to McKinsey & Company from April 2007 to December 2020, leading strategy, marketing and board effectiveness initiatives for global consumer goods, retail healthcare and financial services clients. Prior to that, Ms. Holden spent 25 years in marketing and line positions in consumer goods. Ms. Holden served as President, Global Marketing and Category Development of Kraft Foods Inc. from January 2004 to June 2005, Co-Chief Executive Officer, Kraft Foods, Inc. 2001 to 2003, Chief Executive Officer of Kraft Foods North America from May 2000 to December 2003. Ms. Holden currently serves as a Director of Kenvue, Dentsply Sirona and Western Union. She has served on ten public boards over the last 25 years, including Diageo Plc (2009 to 2018), Time, Inc. (2014 to 2018), and Catamaran Corporation (2012 to 2015). Ms. Holden serves on the Food Chain Advisory Board and several portfolio company boards for Paine Schwartz Partners, a private equity firm focused on sustainable agriculture and food. Ms. Holden was selected as a 2015 NACD Directorship 100 honoree and was inducted into the Chicago Business Hall of Fame in 2016. Ms. Holden graduated Phi Beta Kappa with a Bachelor of Arts from Duke University where she is Trustee Emeritus having served on the Board of Trustees (2011 to 2023) and the Executive Committee (2015 to 2023). She received a Masters of Management in Marketing and Finance from Northwestern University's Kellogg School of Management and serves on the Global Advisory Board (2000 to present). |

  9. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE

    | Stephen A. Horn, Jr. Age: 53 | Mr. Horn has served as Chief Executive Officer and President of the Company since April 2022. Mr. Horn joined the Board of Directors in February 2022. Previously, Mr. Horn served as Executive Vice President and Chief Operating Officer of the Company since August 2020, and as Executive Vice President and Chief Acquisition Officer of the Company from January 2014 to August 2020. He also previously served as Senior Vice President of Acquisitions for the Company from June 2008 to December 2013, and as Vice President of Acquisitions of the Company from 2003 to 2008. Prior to 2003, Mr. Horn worked in the mergers and acquisitions group at A.G. Edwards & Sons in St. Louis, MO. He is a member of ICSC and currently serves on the Advisory Board of Governors for Nareit. | | Kamau O. Witherspoon Age: 51 | Mr. Witherspoon has served as a Director of the Company since January 2022. He joined Shipt as their Chief Executive Officer in March 2022. Prior to that, Mr. Witherspoon was a Senior Vice President of Operations at Target Corporation from 2018 to 2022, Senior Vice President of Operational Performance & Readiness at UnitedHealth Group from 2017 to 2018, and was a Chief Restaurant Excellence Officer, KFC US, with Yum! Brands, Inc. from 2015 to 2016. Prior to that, Mr. Witherspoon was at Target Corporation as a Senior Director of Store Operations from 2013 to 2015, as a Director of Risk Management, Finance from 2011 to 2013, as a Regional Director of Property Management from 2008 to 2011, and as a Corporate Real Estate Manager of Target Properties from 2007 to 2008. Earlier in his career, Mr. Witherspoon was a General Manager at Hines and served as a Surface Warfare Officer in the U.S. Navy. Mr. Witherspoon is a graduate of Morehouse College and received his MBA from Old Dominion University in Accounting. |

  10. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE

    In the event that any nominee(s) should be unable to accept the office of director, which is not anticipated, it is intended that the persons named in the Proxy will vote FOR the election of such other person in the place of such nominee(s) for the office of director as the Board of Directors may recommend.

  11. Director Compensation

    Director Compensation The Compensation Committee periodically reviews the non-employee director compensation program, with the assistance of its independent consultant, to ensure it remains sufficiently competitive to attract and retain high caliber and experienced Board members. In doing so, consideration is given to director pay practices and values for comparable organizations, including the same industry peer group used in the review of executive compensation for named executive officers. Following a Pearl Meyer study conducted in May 2023 which found that total compensation levels and total Board costs for our directors were below the 50th percentile (or "median") of industry peers (as identified in the "Executive Compensation - Compensation Discussion and Analysis - Benchmarking" section of this proxy), the Compensation Committee approved certain changes to the non-employee director pay program, effective July 1, 2023. The following table summarizes the current non-employee director compensation program:

  12. Director Compensation

    | Pay Component | Annual Compensation | | Board Member Retainer | $225,000 (up to $80,000 payable in cash) | | Board Chair Premium Retainer | $120,000 | | Committee Service Retainers: | | | Audit | Chair: $30,000; Other Members: $12,500 | | Compensation | Chair: $25,000; Other Members: $10,000 | | Governance & Nominating | Chair: $25,000, Other Members: $10,000 |

  13. Director Compensation

    Retainer values for board and committee service, and the Board Chair premium retainer value have been in effect since July 1, 2023. Non-employee directors may elect to receive up to $80,000 of their annual board compensation in the form of cash, with the remainder paid in shares of the Company’s common stock. All retainers are paid on a quarterly basis. Committee retainers may be paid in cash or stock at the election of the non-employee director. The following table shows the compensation paid to our non-employee directors during fiscal year 2024:

  14. Director Compensation

    | Name | Fees Earned or Paid in Cash $ | Stock Awards(1) $ | Total $ | | (a) | (b) | (c) | (d) | | Pamela K. M. Beall | 102,500 | 145,000 | 247,500 | | Steven D. Cosler(2) | - | 345,000 | 345,000 | | David M. Fick(2) | 120,000 | 145,000 | 265,000 | | Edward J. Fritsch | 115,000 | 145,000 | 260,000 | | Elizabeth C. Gulacsy (2) | 80,000 | 157,500 | 237,500 | | Betsy D. Holden(2) | 117,500 | 145,000 | 262,500 | | Kamau O. Witherspoon (2) | 51,250 | 196,250 | 247,500 |

  15. Director Compensation

    The awards shown in column (c) represent stock awards as a result of an annual election to receive stock in lieu of cash made to directors of the Company. The amounts represent the grant date fair value with respect to the fiscal year in accordance with Financial Accounting Standard Board ("FASB") Accounting Standard Codification ("ASC") Topic 718, Compensation - Stock Compensation ("ASC 718"). (2) The stock awards earned were deferred into shares of our common stock under our Deferred Fee Plan, which is described in greater detail below. Pursuant to our Equity Retention Policy for Covered Persons, which governs stock holding period requirements, each of our non-employee directors is required to own Common Stock equivalent to three times the annual total board compensation (including both the cash and equity components) within five years of becoming a board member. The Compensation Committee reviews progress toward meeting these ownership requirements annually, and each of the nominees that has served on the Board of Directors for the requisite number of years exceeds the ownership requirements. A Deferred Fee Plan was established by the Company for the benefit of its directors and their beneficiaries. A director may elect to defer all or part of his or her director’s fees to be earned in any calendar year by filing a deferred fee agreement with the Company no later than December 15 of the previous year. A director has the option to have deferred fees paid in cash, in shares of Common Stock or in a combination of cash and Common Stock. If the director elects to have the deferred fees paid in stock, the number of shares allocated to the director’s stock account is determined based on the market value of the Common Stock on the trading day preceding the date the deferred director’s fees were earned. A director is entitled to receive the vested portion of the amounts credited to his or her deferred fee account at the time specified in such director’s fee agreement. The following table sets forth fees deferred into shares of Common Stock, as well as dividends earned on the deferred shares by directors under the Deferred Fee Plan.

  16. Director Compensation

    | | Number of Shares Credited to Deferred Fee Account | | | Name | 2024 | Total | | Steven D. Cosler | 9,921 | 42,766 | | David M. Fick | 6,324 | 60,217 | | Elizabeth C. Gulacsy | 4,063 | 10,386 | | Betsy D. Holden | 4,451 | 23,496 | | Kamau O. Witherspoon | 5,125 | 14,158 | | Total | 29,884 | 151,023 |

  17. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Executive Summary We design our executive compensation program to attract and retain talented and experienced executive officers and to reinforce key business objectives in support of long-term value creation. Our Compensation Committee (for purposes of this discussion, the "Committee") seeks to provide compensation that is not only competitive relative to our peer group, but also structured to align our executives’ short-term and long-term interests with the interests of our stockholders. Accordingly, the Committee seeks to incentivize our executive officers and emphasize pay-for-performance by basing a significant portion of compensation on the achievement of critical success factors in support of long-term value creation. The primary elements of our total compensation program for our named executive officers ("NEOs") include base salary, annual cash incentives and long-term equity-based incentives. We have designed a compensation program that makes a substantial percentage of executive pay variable, subject to increase and decrease based on actual versus planned corporate performance and our multi-year TSR relative to our peers. In addition, executive officers are subject to market competitive stock ownership guidelines which further align executive interests with stockholders. Executive Compensation Program. In 2024, the Committee approved an executive compensation program for our NEOs consisting primarily of base salaries, annual incentive award opportunities and long-term incentive award opportunities. Annual incentives were tied to (i) the achievement of certain increased core funds from operations ("Core FFO") per share goals, excluding any impairments and executive retirement costs (75% weighting), and (ii) a holistic assessment of contributions toward corporate strategic objectives and achievement of individual performance goals (25% weighting). Annual incentives are subject to downward adjustment if our debt leverage ratio exceeds a cap established by the Board. For 2024, the Committee approved long-term incentive compensation through grants of the following: (i) service-based restricted stock vesting ratably over four years (30% weighting), and (ii) performance-based restricted stock awards (or "performance shares"), the vesting of which is tied to the three-year relative TSR of the Company compared to a broad group of other REITs as of December 31, 2026 (70% weighting). Chief Financial Officer Transition. In connection with the appointment of Mr. Chao as Executive Vice President effective January 9, 2025, Mr. Chao entered into an employment letter with the Company and became a participant in the Executive Severance Plan. Under his employment letter, Mr. Chao’s salary is $500,000 and he will be eligible to participate in the Company’s annual cash performance-based bonus plan and long-term equity incentive plan under the Company’s executive compensation program, with target award opportunities determined by the Committee. Mr. Chao received a one-time grant of 10,000 service-based restricted shares upon assuming the role of Executive Vice President, with 100% of the shares vesting after a three-year period subject to Mr. Chao’s continuous employment through the end of such three-year period. For a detailed discussion of the Executive Severance Plan, see “Potential Payments upon Termination of Change of Control.” Effective April 1, 2025, Mr. Chao will assume the positions (in addition to Executive Vice President) of Chief Financial Officer, Assistant Secretary, Treasurer and serve as the Company’s principal financial officer. Restricted Stock. Restricted stock grants are intended to provide our NEOs with a significant interest in the long-term performance of our stock. The Committee has elected to use awards of restricted stock instead of other equity awards, such as stock options, because, as a REIT, which pays a large portion of its annual earnings to stockholders in the form of dividends, we believe that restricted stock provides a better incentive and alignment of interest than stock options. The Committee has determined that our desired compensation objectives are better achieved by awarding a combination of performance-based and service-based restricted stock as opposed to granting stock options. The Company did not issue any stock options to its executive officers in 2024, and there are no outstanding stock options. Consistent with our pay for performance philosophy, 70% of the target long-term incentive award opportunity for our NEOs in 2024 was provided in the form of performance-contingent restricted stock grants. 2024 Business Results. The following are some of the highlights of our business results in 2024: Generated Core FFO (excluding impairments and executive retirement costs) of $3.32 per share and Adjusted FFO (which is Core FFO adjusted for certain non-cash items) of $3.35 per share representing year over year growth of 1.8% and 2.8%, respectively; • Dividends increased 2.7% to $2.29 per share marking the 35th consecutive year of annual dividend increases; • Invested $565.4 million in 75 properties at a projected 7.7% initial cash yield on assets; • Sold 41 properties for $148.7 million, producing $42.3 million of gains on sales; and Balance sheet leverage, debt maturity profile and portfolio property occupancy remained at industry leading levels. The common stock of NNN is currently traded on the NYSE under the symbol "NNN." Set forth below is a line graph comparing the cumulative total stockholder return on NNN's common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the FTSE National Association of Real Estate Investment Trusts Equity Index ("FNER") and the S&P 500 Index ("S&P 500") for the five-year period commencing December 31, 2019 and ending December 31, 2024. The graph assumes an investment of $100 on December 31, 2019.

  18. Comparison to Twenty-five-Year Cumulative Total Return

    Comparison to Twenty-five-Year Cumulative Total Return 2024 Compensation Highlights. The following are some of the highlights related to the 2024 compensation of our NEOs who served in their current roles throughout the year; • The Committee approved base salary increases totaling 10.2% and ranging from 3.8% to 19.0% (including phased-in promotional adjustments for Messrs. Adamo and Horn), to bring NEOs' base salaries more in line with peer group 50th percentile (or "median") base salaries; • The Committee approved annual cash incentive award opportunities for NEOs, varying by position, with target award opportunities ranging from 100.0% to 150.0% of base salary with any earned awards subject to downward adjustment if our leverage (ratio of total liabilities to gross book assets) exceeded 50.0%; The Committee approved target long-term incentive award opportunities for NEOs ranging from 125.0% to 500.0% of each executive’s base salary. NEO grants were made using a target value mix of (i) performance shares tied to our three-year relative TSR compared to a broad group of REIT comparators through December 31, 2026 (70% weighting), and (ii) service-based restricted stock (30% weighting); Based on our Core FFO per share of $3.32 (excluding any impairments and executive retirement costs), which was between the target and maximum performance goals for fiscal year 2024, the Committee approved payment of annual cash incentive compensation for 2024 at 120% of total target award opportunities for each of our NEOs for the financial component; Based on our TSR for the 3-year period ending December 31, 2024 which ranked at the 68.7th percentile vs comparator companies in the NAREIT All Equity REIT Index, the Committee approved performance shares awards for the 2022-2024 grant cycle at 174.8% of target with shares vesting January 1, 2025; • The Committee engaged Pearl Meyer as an independent third-party compensation consultant to assist in the development and evaluation of the executive compensation program. Pearl Meyer was not engaged for any non-compensation related services; and • The Committee concluded that our compensation policies and practices do not promote unreasonable risk-taking behavior and are not reasonably likely to have a material adverse effect on the Company. The Company believes these actions demonstrate the Committee’s commitment to aligning executive pay with performance, stockholder interests and long-term value creation. 2024 Say-on-Pay Voting Results In 2024, we submitted our executive compensation program to an advisory vote of our stockholders (also known as “Say-on-Pay”). Approximately 96.8% of voting stockholders at the 2024 annual meeting approved our executive compensation program. The Committee considered such strong stockholder support as an endorsement of the Company’s executive compensation program and policies and the Committee intends to continue the pay-for-performance program that is currently in place in 2025. The Committee values the opinions of our stockholders and will continue to consider those opinions when making future executive compensation decisions. Objectives of Compensation Program We believe our success is largely attributable to the talent and dedication of our employees (whom we refer to as associates) and to the management and leadership efforts of our executive officers. Our goal is to establish a compensation program that will attract and retain talented corporate officers, motivate them to perform to their fullest potential, and align their long-term interests with the interests of our stockholders. What Our Compensation Program is Designed to Reward and Other Policies We believe that the most effective compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals, and which aligns executives’ interests with those of our stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of improving stockholder value. Our Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior executive officers and that compensation provided to our executive officers is appropriately aligned with performance and key strategic objectives and remains competitive relative to the compensation paid to similarly situated executives of our peer companies. In making compensation decisions, the Committee considers the compensation practices and financial performance of REITs and other industry participants and from time to time receives assessments and advice regarding compensation practices from third party compensation consultants. In evaluating performance, the Committee considers quantitative and qualitative improvement in factors such as Core FFO per share based metrics, capital structure, absolute and relative stockholder returns, individual performance, and contribution to corporate goals and objectives. Additionally, the Committee takes into account our general performance, the executive officer’s past performance, the executive officer’s anticipated performance and contribution to our achievement of our long-term goals, and the position, level and scope of the executive officer’s responsibilities. We believe that our compensation program for executive officers, which includes the use of performance-based and service-based restricted stock awards, results in a significant alignment of interest between these individuals and our stockholders. Under our Equity Retention Policy for Covered Persons, within five years of becoming a Covered Person, as defined by the CEO and the Committee, a Covered Person is required to own our Common Stock (including service-based restricted stock but not counting unvested performance shares) equal to a minimum of five times annual base salary for the CEO and three times annual base salary for all other Covered Persons. The Committee reviews progress toward meeting these guidelines annually to confirm that each Covered Person meets or exceeds equity retention guidelines. In addition, equity grants to NEOs do not include tax gross-up provisions, and the Committee does not intend to provide tax gross-ups on any future restricted stock grants to executive officers. Additionally, the Company's Clawback Policy provides that if the Company has a material restatement of financial results, we will recover from our executive officers any incentive-based compensation that was awarded in excess of the amount that otherwise would have been awarded based on the restated financial statements. Finally, the Company's Anti-Hedging Policy prohibits all employees, non-employee directors and executive officers from engaging in short sales of our securities, buying or selling puts or calls on our securities or otherwise engaging in hedging transactions (such as zero-cost dollars, exchange funds and forward sale contracts) involving our securities. Equity Grant Practices. We do not grant equity awards in anticipation of the release of material non-public information (“MNPI”). We do not time the release of MNPI based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take MNPI into account when determining the timing and terms of such awards. We do not have a formal policy with respect to the timing of our equity award grants, however, the Compensation Committee has historically granted such awards on a predetermined annual schedule. We do not currently issue any stock options to our employees (including our executive officers), and there are no outstanding stock options. Accounting and Tax Considerations

  19. Comparison to Twenty-five-Year Cumulative Total Return

    We have selected compensation elements that help us achieve the objectives of our compensation program and not because of preferential financial accounting or tax treatment. However, when awarding compensation, the Committee is mindful of the accounting impact of the compensation expense of each compensation element. In addition, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers that the Company may deduct on our federal income tax return for any single taxable year. The Committee believes that stockholder interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses for income tax purposes. Therefore, the Committee has approved salaries and other awards for executive officers that were not fully deductible because of Section 162(m), and expects in the future to approve additional compensation that is not deductible for income tax purposes. Benchmarking The Committee, with the assistance of Pearl Meyer, periodically reviews senior executive pay levels and practices disclosed by other comparable REITs to ensure that compensation opportunities provided to our NEOs remain competitive. For 2024, the Committee, determined that our Peer Group included Agree Realty Corporation, Brixmor Property Group, Inc., Camden Property Trust, EPR Properties, Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, Medical Properties Trust, Inc., Omega Healthcare Investors Inc., Realty Income Corporation, Regency Centers Corporation, Tanger Inc. and W. P. Carey, Inc. (collectively, the “Peer Group”).

  20. Comparison to Twenty-five-Year Cumulative Total Return

    | | Total Annual Cash Incentive Bonus Opportunity | | | | | Position | Threshold | Target | Maximum | 2024 Actual | | President & Chief Executive Officer | 75.000% | 150.000% | 300.000% | 180.000% | | EVP, CFO, Asst. Secretary & Treasurer | 57.500% | 115.000% | 230.000% | 138.000% | | EVP, General Counsel & Secretary | 50.000% | 100.000% | 200.000% | 120.000% | | EVP, Portfolio Operations | 50.000% | 100.000% | 200.000% | 127.500% | | EVP & Chief Accounting and Technology Officer | 50.000% | 100.000% | 200.000% | 120.000% |

  21. Comparison to Twenty-five-Year Cumulative Total Return

    Based on these accomplishments, the Committee approved awards for the strategic/individual objectives component ranging from 30.0% to 45.0% of base salary, and total combined payouts for our NEOs ranged from 120.0% to 180.0% of base salary. The Committee determined that these payments were consistent with the strong performance of the executive management team. All cash incentive awards, are reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table ("SCT") below. Long-Term Incentive Compensation For 2024, the Committee approved long-term incentive compensation opportunities for executive officers, provided through a 70% / 30% weighted target value mix of performance-based restricted stock and service-based restricted stock. Total target award opportunities for NEOs ranged from 125.0% to 500.0% of base salary, varying by position, as set forth in the table below.

  22. Comparison to Twenty-five-Year Cumulative Total Return

    | | 2024 Target Long-Term Incentive Award Opportunity (as % of Base Salary) | | | | Position | TSR Performance-Based Restricted Shares (70%) | Service-Based Restricted Shares (30%) | Total Target Award (100%) | | President & Chief Executive Officer | 350.0% | 150.0% | 500.0% | | EVP, CFO, Asst. Secretary & Treasurer | 192.5% | 82.5% | 275.0% | | EVP, General Counsel & Secretary | 87.5% | 37.5% | 125.0% | | EVP, Portfolio Operations | 87.5% | 37.5% | 125.0% | | EVP & Chief Accounting and Technology Officer | 87.5% | 37.5% | 125.0% |

  23. Comparison to Twenty-five-Year Cumulative Total Return

    Service-based restricted stock vests annually over a four-year period to enhance retention and promote long-term equity ownership. Performance-based restricted stock vests, if at all, at the end of three years on January 1, 2027, subject to the achievement of applicable performance goals. Vesting for TSR performance-based restricted stock is tied to our TSR relative to other companies in the NAREIT All Equity REIT Index for the three-year period ending December 31, 2026. The Committee chose this comparator group to allow for performance assessments within our applicable industry group, recognizing that we compete for investor capital with REITs across various property sectors. TSR includes stock price appreciation plus dividends over the three-year measurement period, with calculations for the Company and comparators based on ten-day average closing stock prices leading up to the start and end of the measurement period. Performance levels and corresponding award funding levels for 2024 performance-based restricted stock grants are summarized in the following table.

  24. Comparison to Twenty-five-Year Cumulative Total Return

    | | 3-Year Relative TSR and Positioning | % of Target Award Funded | | Below Threshold | Below 25th Percentile | 0% | | Threshold | 25th Percentile | 25% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile or Above | 200% |

  25. Comparison to Twenty-five-Year Cumulative Total Return

    For performance-based restricted share grants, 25% of the corresponding target award opportunity is earned for threshold performance, 100% for target performance, and 200% for maximum performance. No performance-based shares are earned for results below the threshold level. Straight-line interpolation is used to determine awards for results in between performance levels. The number of shares of service-based restricted stock and performance-based restricted stock granted was based on the average closing share price of our Common Stock for ten days prior to the grant date ($40.243 per share). Accordingly, the Committee approved grants of service-based restricted stock and target grants of performance-based restricted stock to Messrs. Horn (34,478 service-based and 80,449 performance-based shares), Habicht (13,838 service-based and 32,288 performance-based shares), and Adamo (3,494 service-based and 8,154 performance-based shares), Mses. Steffens (3,960 service-based and 9,241 performance-based shares), and Miller (3,261 service-based and 7,610 performance-based shares) as shown in the Grants of Plan-Based Awards table. Executive officers are entitled to receive dividends on unvested shares of service-based restricted stock. Dividends payable on performance-based restricted stock will accumulate and be payable to the executive officers only if and to the extent the shares vest. No tax gross-ups shall be paid to the executive officers on any service-based restricted stock nor on any performance-based restricted stock. In 2022, the executive officers were granted a performance-based restricted stock award as part of the 2022 executive compensation plan. Vesting for this award was tied to TSR relative to all Equity REITs in the NAREIT Index for the three-year period ending December 31, 2024. The Company’s TSR during this period was at the 68.7th percentile compared to all Equity REITs in the NAREIT Index. As a result, executive officers earned approximately 174.8% of the target number of shares granted. These shares are included in the Outstanding Equity Awards at Fiscal Year End table because they did not vest until January 1, 2025. Benefits and Other Perquisites We provide benefits to our executive officers under the NNN REIT, Inc. Retirement Plan. We do not sponsor a defined benefit pension plan for our executive officers or any other associates. Our NEOs are eligible to receive, on the same basis as other associates, employer matching contributions under the plan. This allows our executive officers to save for retirement on a tax-deferred basis through the Code Section 401(k) savings feature of the plan, including Company-funded matching contributions based on the individual contributions of each executive officer. Our NEOs are also eligible to participate in the other employee benefit and welfare plans that the Company maintains on similar terms as other associates who meet applicable eligibility criteria. We do not consider perquisites to be a principal component of our executive officers’ compensation. Costs attributed to the perquisites and other personal benefits afforded to the named executive officers for the fiscal year ended December 31, 2024, are shown in the “Other Compensation” column of the SCT below. We believe that the benefit and perquisite programs provided to our executive officers are reasonable and competitive with the benefits and perquisites provided to executive officers of other REITs, and are necessary to sustain a fully competitive executive compensation program.

  26. Summary Compensation Table

    Summary Compensation Table

  27. Summary Compensation Table

    | Name and Principal Position | Year | Salary $ | Stock Awards $(1) | Non- Equity Incentive Plan Compensation $ | Bonus $ | All Other Compensation $(2) | Total $ | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Stephen A. Horn, Jr. President and Chief Executive Officer | 2024 | 925,000 | 5,808,642 | 1,665,000 | - | 19,856 | 8,418,498 | | | 2023 | 825,000 | 4,385,780 | 1,964,531 | - | 19,343 | 7,194,654 | | | 2022 | 700,000 | 3,958,062 | 2,100,000 | - | 18,637 | 6,776,699 | | Kevin B. Habicht, Executive Vice President, Chief Financial Officer, Asst. Secretary and Treasurer (3) | 2024 | 675,000 | 2,331,297 | 931,500 | - | 22,730 | 3,960,527 | | | 2023 | 650,000 | 1,996,473 | 1,167,969 | - | 20,721 | 3,835,163 | | | 2022 | 620,000 | 1,779,478 | 1,426,000 | - | 20,116 | 3,845,594 | | Gina M. Steffens, Executive Vice President, General Counsel and Secretary (4) | 2024 | 425,000 | 667,182 | 510,000 | - | 15,326 | 1,617,508 | | Jonathan A. Adamo, Executive Vice President, Portfolio Operations (5) | 2024 | 375,000 | 588,692 | 478,125 | - | 103,797 | 1,545,614 | | | 2023 | 269,807 | 746,475 | 350,911 | - | 105,210 | 1,472,403 | | Michelle L. Miller, Executive Vice President and Chief Accounting and Technology Officer | 2024 | 350,000 | 549,446 | 420,000 | - | 19,511 | 1,338,957 | | | 2023 | 320,000 | 434,751 | 520,000 | - | 26,137 | 1,300,888 | | | 2022 | 290,000 | 361,889 | 435,000 | - | 33,612 | 1,120,501 |

  28. Summary Compensation Table

    (1) The amounts in column (d) represent the grant date fair value of the restricted stock awards with respect to the fiscal year in accordance with FASB ASC Topic 718 assuming "maximum" performance is achieved. Further information regarding the valuation of stock awards and any assumptions made can be found in Note 9 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. (See discussion under "Compensation and Discussion Analysis - Long-Term Incentive Compensation.") (2) The amounts in column (g) represent: • the Company’s contribution to the Company’s 401(k) plan on behalf of each of the NEOs in an amount of $17,950 in 2024, $17,550 in 2023, and $16,800 in 2022, with the exception of Ms. Steffens who received a contribution of $14,950 in 2024. group term life insurance and executive life insurance premiums paid by the Company for the benefit of the NEOs during 2024, 2023 and 2022, of $1,906, $1,793 and $1,837, respectively, for Mr. Horn, $4,780, $3,171 and $3,316, respectively, for Mr. Habicht, $1,561, $1,037 and $949, respectively, for Ms. Miller, $456 and $716 for 2024 and 2023, respectively, for Mr. Adamo, and $376 for 2024 for Ms. Steffens; and reimbursement payments for taxes incurred in connection with the vesting of restricted stock awards vested during 2024 and 2023 for Mr. Adamo of $85,392 and $86,944, respectively. Ms. Miller received reimbursement payments for taxes in 2023 and 2022 of $7,550 and $15,863, respectively. No tax reimbursements have been provided for vesting of restricted stock granted to executive officers since 2009, with the exception of Mr. Adamo and Ms. Miller who received tax reimbursements for grants received while serving in non-executive roles. Mr. Habicht will retire from the Company effective March 31, 2025. (4) Ms. Steffens became a NEO in 2024. (5) Mr. Adamo became a NEO in 2023. The following table sets forth certain information with respect to grants of plan-based awards to the NEOs of the Company during or for the fiscal year ended December 31, 2024.

  29. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  30. Grants of Plan-Based Awards

    | | Grant | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | Name | Date | Threshold | Target | Maximum | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Stephen A. Horn, Jr. | 2/14/2024(1) | - | - | - | 34,478 | 1,369,466 | | | 2/14/2024(2) | 20,112 | 80,449 | 160,898 | - | 4,439,176 | | Kevin B. Habicht (3) | 2/14/2024(1) | - | - | - | 13,838 | 549,645 | | | 2/14/2024(2) | 8,072 | 32,288 | 64,576 | - | 1,781,652 | | Gina M. Steffens | 2/14/2024(1) | - | - | - | 3,960 | 157,291 | | | 2/14/2024(2) | 2,310 | 9,241 | 18,481 | - | 509,891 | | Jonathan A. Adamo | 2/14/2024(1) | - | - | - | 3,494 | 138,782 | | | 2/14/2024(2) | 2,038 | 8,154 | 16,307 | - | 449,910 | | Michelle L. Miller | 2/14/2024(1) | - | - | - | 3,261 | 129,527 | | | 2/14/2024(2) | 1,903 | 7,610 | 15,220 | - | 419,919 |

  31. Grants of Plan-Based Awards

    (1) The amounts shown in column (f) reflect the service-based restricted stock issued under our 2017 Performance Incentive Plan in 2024. These shares are only subject to service-based vesting and vest 25% per year over a four-year period. (2) The amounts shown in columns (c), (d) and (e) reflect the performance-based stock grants issued under the Executive Compensation program. The potential stock award is based on our TSR performance relative to other REITs for the three-year period ending December 31, 2026. This performance-based stock award amount is determined in accordance with FASB ASC Topic 718, using a Monte Carlo simulation model. The following table sets forth certain information with respect to equity awards outstanding as of December 31, 2024, for each of the NEOs. All shares are valued based on the Company’s closing stock price of $40.85 per share on December 31, 2024.

  32. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End

  33. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b) | (c) | (d) | (e) | | Stephen A. Horn, Jr. | 150,104(1) | 6,131,748 | 110,637(6) | 4,519,521 | | | | | 160,898(7) | 6,572,683 | | Kevin B. Habicht (8) | 69,802(2) | 2,851,412 | 50,364(6) | 2,057,369 | | | | | 64,576(7) | 2,637,930 | | Gina M. Steffens | 13,960(3) | 570,266 | 18,481(7) | 754,949 | | Jonathan A. Adamo | 28,119(4) | 1,148,661 | 16,307(7) | 666,141 | | Michelle L. Miller | 14,694(5) | 600,250 | 10,967(6) | 448,002 | | | | | 15,220(7) | 621,737 |

  34. Outstanding Equity Awards at Fiscal Year End

    (1) The service-based restricted shares vest as follows: 103,713 in 2025, 19,226 in 2026, 18,547 in 2027 and 8,618 in 2028. (2) The service-based restricted shares vest as follows: 51,548 in 2025, 8,636 in 2026, 6,158 in 2027 and 3,460 in 2028. (3) The service-based restricted shares vest as follows: 990 in 2025, 10,990 in 2026, 990 in 2027 and 990 in 2028. (4) The service-based restricted shares vest as follows: 7,249 in 2025, 15,749 in 2026, 4,248 in 2027 and 873 in 2028. (5) The service-based restricted shares vest as follows: 10,569 in 2025, 1,907 in 2026, 1,402 in 2027 and 816 in 2028. (6) The amounts shown in columns (d) and (e) reflect the "maximum" achievement levels under the long-term performance-based stock awards issued on February 15, 2023. The amount of the performance-based stock that will vest is based on the Company's TSR performance relative to other REITs for the three-year period ending December 31, 2025. For a detailed discussion of the long-term incentive compensation, see "Compensation Discussion & Analysis - Long Term Incentive Compensation." (7) The amounts shown in columns (d) and (e) reflect the “maximum” achievement levels under the long-term performance-based stock awards issued on February 14, 2024. The amount of the performance-based stock that will vest is based on the Company’s TSR performance relative to other REITs for the three-year period ending December 31, 2026. For a detailed discussion of the long-term incentive compensation, see “Compensation Discussion and Analysis - Long-Term Incentive Compensation.” The following table sets forth certain information with respect to restricted and performance-based stock that vested during the fiscal year ended December 31, 2024.

  35. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  36. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (d) | (e) | | Stephen A. Horn, Jr. | 45,924 | 1,979,324 | | Kevin B. Habicht (1) | 45,585 | 1,964,714 | | Jonathan A. Adamo | 7,925 | 426,959 | | Michelle L. Miller | 8,251 | 355,618 |

  37. Option Exercises and Stock Vested

    (1) Mr. Habicht will retire from the Company effective March 31, 2025. The following table provides information regarding the Company's equity compensation plans as of December 31, 2024.

  38. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control For purposes of the discussion that follows, Messrs. Habicht, Horn and Adamo and Mses. Steffens and Miller are collectively referred to herein as the “Executives” and each, an “Executive.” Mr. Habicht's Retirement and Transition Agreement is discussed separately under "Payments Upon Retirement of Mr. Habicht." Employment Agreements Effective December 1, 2008, the Company entered into new employment agreements with Mr. Habicht to comply with Section 409A of the Code, which was subsequently amended effective November 8, 2010. The Company entered into an employment agreement with Ms. Miller on February 15, 2018. Each employment agreement is subject to automatic successive two-year renewals unless one party provides written notice to the other party of non-renewal 60 days prior to the expiration date of the agreement. The initial expiration date for each employment agreement was as follows: (a) August 17, 2011 for Mr. Habicht; and (b) January 2, 2019 for Ms. Miller. Each agreement contains provisions that provide for certain payments or benefits to the Executive upon the occurrence of certain events, including death or disability, termination of employment by the Company for “cause” or by the Executive without “good reason,” termination of employment by the Company without “cause” or by the Executive with “good reason,” and termination of employment upon expiration of the employment agreement. In the event the Executive is unable to perform his or her job duties due to death or disability, each agreement provides for payment of the Executive's accrued salary, a prorated performance bonus and, for a period of one year following termination of the agreement due to death, health benefits under the Company’s health plans and programs for the Executive’s dependents. In the event the Executive's employment is terminated by the Company for “cause” or the Executive terminates his or her employment agreement without “good reason,” the Executive is entitled to his accrued salary and benefits prior to the date of termination. Each agreement also contains severance provisions that call for payment to the Executive of the following amounts in the event that he or she is terminated without “cause” or he or she resigns for “good reason”: • accrued and unpaid salary through the date of termination; • a cash payment equal to 200% (with respect to Ms. Miller) or 250% (with respect to Mr. Habicht) of the respective annual salary; • a cash payment equal to 200% (with respect to Ms. Miller) or 250% (with respect to Mr. Habicht) of the respective average bonus for the last three years of employment under the agreement; • immediate vesting of the restricted stock awards, stock options and other equity awards that the Executive holds, to the extent then unvested; • for a period of one year after termination (but in no event after the Executive becomes eligible to receive benefits of the same type from another employer), health benefits under the Company’s health plans and programs generally available to senior executives of the Company; and in the event of such a termination upon or after a “change of control,” a prorated annual non-equity bonus at the target level for the year in which termination occurred. Under each employment agreement, in the event of an Executive’s termination of employment due to death or disability, the Executive (or his or her estate or legal representative, as applicable) will receive: on a termination due to death only, a cash payment equal to two months of his or her annual salary; • accrued and unpaid salary through the date of termination; • a prorated annual non-equity bonus at the target level for the year in which termination occurred; • service-based restricted stock awards will accelerate on a pro rata amount based on the date of termination; and all performance-based units and restricted stock awards will be allowed to run their course to determine the performance level and the executive officers will receive a pro rata share based on the date of termination; and • on a termination due to death only, for a period of one year after termination, health benefits for the Executive’s spouse and dependents under the Company’s health plans and programs generally available to senior executives of the Company. Under each employment agreement in the event the agreement naturally terminates at the end of its term because the Company elects not to renew, the Executive will be entitled to the following severance payments: • accrued and unpaid salary through the date of termination; • a cash payment equal to 100% of his or her annual salary; • only upon the expiration of the initial term of the agreement, service-based restricted stock awards will accelerate on a pro rata amount based on the date of termination; and all performance-based units and restricted stock awards will be allowed to run their course to determine the performance level and the executive officers will receive a pro rata share based on the date of termination; • for a period of one year after termination (but in no event after the Executive becomes eligible to receive benefits of the same type from another employer), health benefits under the Company’s health plans and programs generally available to senior executives of the Company; and • a prorated annual non-equity bonus at the target level for the year in which termination occurred. No executive other than Mr. Habicht pursuant to his employment agreement, is entitled to a gross-up payment from the Company. The Committee does not intend to provide tax gross-up payments in any future employment agreements. “Cause” is defined in each Executive’s agreement as the Executive’s: • conviction of (or pleading nolo contendere to) an indictment or information that is filed against Executive and is not discharged or otherwise resolved within 12 months thereafter, and said indictment or information charged Executive with a felony, any crime of moral turpitude, fraud or any act of dishonesty or any crime which is likely to result in material injury, either monetarily or otherwise, to the Company or any of its majority-owned subsidiaries; the continued failure by Executive substantially to perform his or her duties or to carry out the lawful written directives of the Board of Directors; material breach of a fiduciary duty, including disclosure of any conflicts of interest that are known to the Executive, or with reasonable diligence should be known, relating to Executive’s employment with the Company, or otherwise engaging in gross misconduct or willful or gross neglect (in connection with the performance of his duties) which is materially injurious, either monetarily or otherwise, to the Company or any of its majority-owned subsidiaries; or material breach of the non-competition and confidentiality clauses set forth in his or her employment agreement. “Good reason” is defined in each agreement, unless otherwise consented to by Executive, as: • a material reduction in Executive’s position, authority, duties or responsibilities; • a reduction in the annual salary of Executive; • the relocation of Executive’s office to more than 50 miles from the Company’s principal place of business in Orlando, Florida; • the Company’s material breach of his or her employment agreement; or • the Company’s failure to obtain an agreement from any successor to the business of the Company by which the successor assumes and agrees to perform his or her employment agreement. “Change of Control” is defined in each agreement as: •

  39. Potential Payments Upon Termination or Change of Control

    a “person” or “group” (which terms shall have the meaning they have when used in Section 13(d) of the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, any corporation owned directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company) becomes (other than solely by reason of a repurchase of voting securities by the Company), the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the combined voting power of the Company’s then total outstanding voting securities, provided, however, that in no event shall a change of control for purposes of each agreement be deemed to have arisen merely by virtue of a “person” or “group” having become a direct or indirect owner of Company securities (such that a change of control would otherwise have been deemed to have occurred), if the Executive is a member of such person or group; the Company consolidates with or merges with or into another corporation or partnership or conveys, transfers or leases, in any transaction or series of transactions, all or substantially all of its assets to any corporation or partnership, or any corporation or partnership consolidates with or merges with or into the Company, in any event pursuant to a transaction in which the outstanding voting stock of the Company is reclassified or changed into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding voting securities of the Company are changed into or exchanged for voting securities of the surviving corporation and (ii) the persons who were the beneficial owners of the Company’s voting securities immediately prior to such transaction beneficially own immediately after such transaction 50% or more of the total outstanding voting power of the surviving corporation, or the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution; or a change in the composition of the Board of Directors such that, during any 12-month period, the individuals who, as of the beginning of such period, constitute the Board of Directors (the “Existing Board”) cease for any reason to constitute at least 50% of the Board of Directors; provided, however, that any individual becoming a member of the Board of Directors subsequent to the beginning of such period whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors immediately prior to the date of such appointment or election will be considered as though such individual were a member of the Existing Board. In connection with the expiration of Ms. Miller's employment agreement, the Company replaced Ms. Miller's employment agreement with an employment letter and designated Ms. Miller as a participant in the Executive Severance Plan. The employment letter and Ms. Miller's participation in the Executive Severance Plan became effective on January 1, 2025. Executive Severance Plan Messrs. Horn and Adamo and Ms. Steffens are participants in the Executive Severance Plan and, effective as of January 1, 2025, Ms. Miller became a participant in the Executive Severance Plan, as described below. Each of Messrs. Horn and Adamo and Ms. Steffens and, effective as of January 1, 2025, Ms. Miller has entered into a letter agreement outlining the terms of their participation under the Executive Severance Plan. The letter agreements for Messrs. Horn and Adamo and Mses. Steffens and Miller became effective on April 29, 2022, August 14, 2023, November 30, 2023 and January 1, 2025, respectively. The letter agreements, respectively, provide for a “termination payment multiple” of two and one-half for Mr. Horn, two for Ms. Miller and one and one-half for Mr. Adamo and Ms. Steffens and a “change of control termination multiple” of three for Mr. Horn and two for Mr. Adamo and Mses. Steffens and Miller (as such terms are defined in the Executive Severance Plan). The “termination payment multiple” applies on a termination of a participant’s employment by the Company without “cause” or by the participant for “good reason” and the “change of control termination payment multiple” applies on a termination of a participant’s employment by the Company without “cause” or by the participant for “good reason”, in each case during the period beginning on the date that is three months prior to the consummation of a "change of control" of the Company and ending on the date that is 12 months after the consummation of such “change of control” of the Company (such period, the “Change of Control Protection Period”). Death or Disability Severance Benefits. If a participant’s employment is terminated due to such participant’s death or disability, such participant will be eligible to receive: (a) a lump sum cash payment equal to a prorated portion of such participant’s annual bonus at the “target” level for the year of termination; (b) in the event of such participant’s death, (i) a lump sum cash payment equal to two months of such participant’s annual base salary, and (ii) one year of continued Company-paid health coverage; (c) vesting of any unvested time-based equity awards; and (d) vesting of any unvested performance-based equity awards at the “target” level of performance. Termination without Cause or for Good Reason Severance Benefits. If a participant’s employment is terminated by the Company without “cause” or by such participant for “good reason”, such participant will be eligible to receive: (a) a cash payment equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by his or her annual base salary; (b) a cash payment equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by such participant’s average annual bonus for the three years of employment prior to termination (provided, however, if such participant serves in their current role with the Company on his or her termination date, such termination occurs on or after the consummation of a “change of control” and such participant has not been employed for three years, then the amount payable to such participant under this clause (b) will be equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by such participant’s average annual bonus for the years of employment that such participant served in their current role with the Company; (c) one year of continued Company-paid health coverage; (d) in the event of such termination during the Change of Control Protection Period, a payment equal to a prorated portion of such participant’s annual bonus at the “target” level for the year of termination; (e) vesting of any unvested time-based equity awards; and (f) vesting of a pro-rated portion of any unvested performance-based equity awards based on attainment of actual performance. The cash payments in clauses (a) and (b) are payable in equal installments over a 12-month period.

  40. Potential Payments Upon Termination or Change of Control

    Retirement Severance Benefits. If a participant’s employment is terminated due to retirement (as approved by the Board of Directors), such participant will be eligible to receive: (a) a lump sum cash payment equal to a prorated portion of such participant’s annual bonus based on attainment of actual performance for the year of termination; (b) vesting of any unvested time-based equity awards; and (c) vesting of a pro-rated portion of any unvested performance-based equity awards based on attainment of actual performance. Change of Control Equity Benefits. On a “change of control” of the Company, a participant will be eligible to receive: (a) vesting of any unvested time-based equity awards; and (b) vesting of any unvested performance-based awards at the “target” level of performance; provided that, if the participant has previously been terminated from employment without “cause” or for “good reason” and the “change of control” occurs prior to the vesting of any such unvested performance-based equity awards, then the performance-based equity awards will vest at the “target” level of performance as of the effective date of such “change of control”. Conditions to Receipt of Severance. A participant must execute a letter agreement with the Company that contains non-competition, non-solicitation, non-disclosure and non-disparagement covenants. Additionally, other than in the case of a termination of employment due to death or disability, the participant’s receipt of severance payments and benefits under the Executive Severance Plan is contingent upon such participant timely signing and not revoking a release of claims in favor of the Company and such participant complying with the restrictive covenants in his or her letter agreement. Excise Tax. In the event any of the payments or benefits provided for under the Executive Severance Plan or otherwise payable to a participant would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax, a participant will be entitled to receive either full payment of such payments or benefits or such lesser amount which would result in no portion of the payments and benefits being subject to the excise tax, which ever results in the greater amount of after-tax benefits to the participant. No excise tax gross-ups are provided for in Messrs. Horn and Adamo or Mses. Steffens and Miller letter agreements, employment agreements or in the Executive Severance Plan. “Cause” is defined in the Executive Severance Plan as the participant’s: conviction of (or pleading nolo contendere to) an indictment or information that is filed against the participant and is not discharged or otherwise resolved within 12 months thereafter, and said indictment or information charged participant with a felony, any crime of moral turpitude, fraud or any act of dishonesty or any crime which is likely to result in material injury, either monetarily or otherwise, to the Company or any of its majority-owned subsidiaries; the continued failure by the participant substantially to perform his or her duties or to carry out the lawful written directives of the Board of Directors; material breach of a fiduciary duty, including disclosure of any conflicts of interest that are known to the participant, or with reasonable diligence should be known, to the participant’s employment with the Company, or otherwise engaging in gross misconduct or willful or gross neglect (in connection with the performance of his or her duties) which is materially injurious, either monetarily or otherwise, to the Company or any of its majority-owned subsidiaries; or • material breach of the restrictive covenants set forth in his or her letter agreement under the Executive Severance Plan or any other provisions of the Executive Severance Plan or the employment letter. “Good Reason” is defined in the Executive Severance Plan as, unless otherwise consented to by the participant: • a change in the participant’s reporting responsibilities such that he or she is no longer reporting directly to (x) in the case of a participant who is the Chief Executive Officer of the Company, the Board of Directors, and (y) in the case of all other participants, the Chief Executive Officer; • a material reduction in the participant’s position, authority, duties or responsibilities (which includes in the event of a Change of Control, if the participant is no longer serving in their current role of the ultimate parent entity of the surviving entity); • a reduction in the annual salary of the participant (other than an immaterial temporary reduction in such participant’s annual salary that is in effect for 12 months or less made in connection with temporary reductions in the annual base salaries of all executive-level employees of the Company in response to events outside of the Company’s reasonable control that is either consented to by such participant or recommended by the Company’s executive management team); • the relocation of the participant’s office to more than 50 miles from the Company’s principal place of business in Orlando, Florida unless such participant is permitted to work remotely pursuant to the Company's generally applicable remote work policies; provided, however, that a relocation by such participant of his or her home office to more than 50 miles from such participant's home office at the time such individual becomes a participant in the Executive Severance Plan (if any) will not give rise to good reason; • the Company’s material breach of the Executive Severance Plan, the letter agreement under the Executive Severance Plan or any employment letter agreement; or the Company’s failure to obtain an agreement from any successor to the business of the Company by which the successor assumes and agrees to perform the Executive Severance Plan and/or the participant’s letter agreement under the Executive Severance Plan. “Change of Control” is defined in the Executive Severance Plan as: a “person” or “group” (which terms shall have the meaning they have when used in Section 13(d) of the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, any corporation owned directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company) becomes (other than solely by reason of a repurchase of voting securities by the Company), the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the combined voting power of the Company’s then total outstanding voting securities; • the Company consolidates with or merges with or into another corporation or partnership or conveys, transfers or leases, in any transaction or series of transactions, all or substantially all of its assets to any corporation or partnership, or any corporation or partnership consolidates with or merges with or into the Company, in any event pursuant to a transaction in which the outstanding voting stock of the Company is reclassified or changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding voting securities of the Company are changed into or exchanged for voting securities of the surviving corporation and (b) the persons who were the beneficial owners of the Company’s voting securities immediately prior to such transaction beneficially own immediately after such transaction 50% or more of the total outstanding voting power of the surviving corporation, or the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution; or •

  41. Potential Payments Upon Termination or Change of Control

    a change in the composition of the Board such that, during any twelve (12)-month period, the individuals who, as of the beginning of such period, constitute the Board (the “Existing Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that any individual becoming a member of the Board subsequent to the beginning of such period whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors immediately prior to the date of such appointment or election will be considered as though such individual were a member of the Existing Board. Termination Payments The amount of compensation payable to each NEO upon any termination is shown in the table. All estimates for Messrs. Horn, Habicht and Adamo, and Mses. Steffens and Miller are based on an assumed termination date of December 31, 2024. The actual payments due on terminations occurring on different dates could materially differ from the estimates in the table. All shares are valued based on the Company's closing stock price of $40.85 per share at December 31, 2024.

  42. Potential Payments Upon Termination or Change of Control

    | | Salary | Severance Payments | Bonus | Accelerated Equity Awards | Change of Control Payment | Other | Total | | NEO and Trigger | | | | | | | | | Stephen A. Horn, Jr. | | | | | | | | | Death or Disability (1) | 154,167 | - | 1,387,500 | 8,730,267 | - | 32,608 | 10,304,542 | | Other than Change in Control (2) | - | 7,087,110 | - | 11,677,830 | - | 32,608 | 18,797,548 | | Change in Control (3) | - | 8,504,532 | - | 11,677,830 | 1,387,500 | 32,608 | 21,602,470 | | Retirement Termination (5) | - | - | 1,387,500 | 8,730,267 | - | - | 10,117,767 | | Kevin B. Habicht | | | | | | | | | Death or Disability (1) | 112,500 | - | 776,250 | 3,975,889 | - | 34,645 | 4,899,284 | | Other than Change in Control (2) | - | 4,625,390 | - | 5,199,061 | - | 34,645 | 9,859,096 | | Change in Control (3) | - | 4,625,390 | - | 5,199,061 | 776,250 | 34,645 | 10,635,346 | | Employment Agreement Expiration (4) | 675,000 | - | 776,250 | 3,975,889 | - | 34,645 | 5,461,784 | | Gina M. Steffens | | | | | | | | | Death or Disability (1) | 70,833 | - | 425,000 | 694,839 | - | 32,608 | 1,223,280 | | Other than Change in Control (2) | - | 1,402,500 | - | 947,761 | - | 32,608 | 2,382,869 | | Change in Control (3) | - | 1,870,000 | - | 947,761 | 425,000 | 32,608 | 3,275,369 | | Retirement Termination (5) | - | - | 425,000 | 694,839 | - | - | 1,119,839 | | Jonathan A. Adamo | | | | | | | | | Death or Disability (1) | 62,500 | - | 375,000 | 1,258,581 | - | 39,258 | 1,735,339 | | Other than Change in Control (2) | - | 1,077,018 | - | 1,481,752 | - | 39,258 | 2,598,028 | | Change in Control (3) | - | 1,436,024 | - | 1,481,752 | 375,000 | 39,258 | 3,332,034 | | Retirement Termination (5) | - | - | 375,000 | 1,258,581 | - | - | 1,633,581 | | Michelle L. Miller | | | | | | | | | Death or Disability (1) | 58,333 | - | 350,000 | 852,903 | - | 21,975 | 1,283,211 | | Other than Change in Control (2) | - | 1,616,666 | - | 1,135,099 | - | 21,975 | 2,773,740 | | Change in Control (3) | - | 1,616,666 | - | 1,135,099 | 350,000 | 21,975 | 3,123,740 | | Employment Agreement Expiration (4) | 350,000 | - | 350,000 | 852,903 | - | 21,975 | 1,574,878 |

  43. Potential Payments Upon Termination or Change of Control

    Payable in the case of death only and represents payment of two months of the Executive’s salary. • A cash payment of the prorated annual bonus at "target" level for the year of termination, payable in a single lump sum. • Early vesting of certain service-based and performance-based stock awards. In February 2025, the Compensation Committee determined the 2022 TSR grant performance metrics met the 68.7th percentile resulting in 174.8% of target shares. • Payment of health benefits and other perquisites for spouse and dependents of Executive for one year following the event of death. (2) The amounts shown represent the following payments: • A cash payment multiple of the annual salary and a cash payment multiple of the average annual bonus for the three contract years preceding termination, both payable in equal installments over a 12-month period. Multiples are as follows: 250% for Messrs. Horn and Habicht, 200% for Ms. Miller and 150% for Ms. Steffens and Mr. Adamo. • Early vesting of certain service-based and performance-based stock awards. Certain awards that are to be paid based upon actual future performance were calculated assuming “target” performance. If “maximum” performance is achieved, the payout of early vesting for each of the NEOs would be as follows: Mr. Horn - $17,223,953; Mr. Habicht - $7,546,711; Ms. Steffens - $1,325,215; Mr. Adamo - $1,814,802; and Ms. Miller - $1,669,989. In February 2025, the Compensation Committee determined the 2022 TSR grant performance metrics met the 68.7thpercentile resulting in 174.8% of target shares. A cash payment multiple of the annual salary and a cash payment of the average annual bonus for the three contract years preceding termination, both payable in equal installments over a 12-month period. Multiples are as follows: 300% for Mr. Horn, 250% for Mr. Habicht, and 200% for Mses. Steffens and Miller and Mr. Adamo. • Early vesting of certain service-based and performance-based stock awards. Certain awards that are to be paid based upon actual future performance were calculated assuming “target” performance. If “maximum” performance is achieved, the payout of early vesting would result in: Mr. Horn - $17,223,953; Mr. Habicht - $7,546,711; Ms. Steffens - $1,325,215; Mr. Adamo - $1,814,802; and Ms. Miller - $1,669,989. In February 2025, the Compensation Committee determined the grant performance metrics met the 68.7th percentile resulting in 174.8% of target shares. • Payment of health benefits and other perquisites for one year following termination. • A cash payment of prorated annual bonus at the “target” level for the year of termination, payable in a single sum if the Executive is terminated upon or following a change of control. As calculated as of December 31, 2024, Mr. Habicht would not be subject to a golden parachute excise tax and, therefore, would not receive an excise tax gross-up. No other NEO is entitled to receive any excise tax gross-up. (4) The amounts shown represent the following payments: • A cash payment of 100% of annual salary payable in equal installments over a 12-month period. • Early vesting of certain service-based and performance-based stock awards. In February 2025, the Compensation Committee determined the 2022 TSR grant performance metrics met the 68.7th percentile resulting in 174.8% of target shares. • Payment of health benefits and other perquisites for one year following termination. • A cash payment of the prorated annual bonus at the “target” level for the year of termination, payable in a single sum. • Messrs. Horn and Adamo and Ms. Steffens are each participants in the Executive Severance Plan, and therefore, have no expiration within their employment letter. (5) The amounts shown represent the following payments: • A cash payment of a prorated annual bonus assuming "target" level based on attainment of actual performance for the year of retirement, payable in a single lump sum. • Early vesting of certain service-based and performance-based stock awards. In February 2025, the Compensation Committee determined the 2022 TSR grant performance metrics met the 68.7th percentile resulting in 174.8% of target shares. Payments Upon Retirement of Mr. Habicht On January 6, 2025, the Company announced that Mr. Habicht will retire from employment with the Company as Executive Vice President, Chief Financial Officer, Assistant Secretary, Treasurer and the Company’s principal financial officer, and as a member of the Board of Directors effective March 31, 2025 (such date, the "Effective Date"). In connection with Mr. Habicht's retirement, the Company and Mr. Habicht entered into a Retirement and Transition Agreement (the "Retirement Agreement”). Under the terms of the Retirement Agreement, Mr. Habicht will be eligible to receive the following benefits and payments: • accrued and unpaid salary and paid time off through the Effective Date; • for a period of one year after the Effective Date (but in no event after Mr. Habicht becomes eligible to receive benefits of the same type from another employer), health benefits under the Company’s health plans and programs generally available to senior executives of the Company; • an annual bonus based on actual performance for the period beginning on January 1, 2025 through the Effective Date; • accelerated vesting of his service-based restricted stock awards immediately prior to the Effective Date resulting in a fair market value of approximately $678,000; and all performance-based awards will be allowed to run their course to determine the performance level, and Mr. Habicht will receive a prorated vesting on such awards. In order to facilitate the transition, Mr. Habicht will make himself available to consult with the Company for the 20-month period following the Effective Date. In consideration for the consulting services, commencing on the Effective Date, the Company will pay Mr. Habicht a monthly fee of $45,000 for 20 months. Mr. Habicht will receive the foregoing payments and benefits provided he executes and does not revoke a release of claims in favor of the Company and he complies with the non-competition, non-solicitation non-disclosure and non-disparagement covenants described in his employment agreement and the Retirement Agreement. Because the above retirement payments are contingent on Mr. Habicht’s continued service through the Effective Date, none of the foregoing payments would have been payable to Mr. Habicht had he retired on December 31, 2024.

  44. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Horn, our President and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined our median employee based on total compensation including the base salary of, bonuses paid to and incentive stock awards issued to each of our 81 employees (excluding the Chief Executive Officer) as of December 31, 2024. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $121,201. As disclosed in the SCT, our current Chief Executive Officer’s annual total compensation for 2024 was $8,418,498. Based on the foregoing, our estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was approximately 69 to one. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  45. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (“CAP”) for our NEOs and certain financial performance of the Company. Please refer to "Compensation Discussion and Analysis" for a more complete discussion on how executive compensation relates to performance and how the Committee makes its decisions.

  46. Pay versus Performance

    | | Julian E. Whitehurst(2) | | Stephen A. Horn, Jr.(3) | | Average SCT Total for | Average CAP to | Value of Initial Fixed $100 Investment Base On: | | | | | Year | SCT Total for CEO $ | CAP to CEO $ | SCT Total for CEO $ | CAP to CEO $ | Non-CEO NEOs $ | Non-CEO NEOs $ | Company TSR $ | Peer Group TSR(1) $ | Net Income $ | Core FFO per Share $ | | 2024 | - | - | 8,418,498 | 7,051,148 | 2,115,652 | 1,923,107 | 99.27 | 87.69 | 396,835,000 | 3.32 | | 2023 | - | - | 7,194,654 | 6,320,139 | 2,308,351 | 2,101,005 | 122.12 | 118.03 | 392,340,000 | 3.26 | | 2022 | 5,010,993 | 9,118,484 | 6,776,699 | 8,868,801 | 2,544,244 | 3,624,286 | 99.13 | 100.62 | 334,626,000 | 3.14 | | 2021 | 7,785,586 | 7,727,120 | - | - | 2,591,922 | 2,682,871 | 99.22 | 134.06 | 264,217,000 | 2.86 | | 2020 | 5,594,166 | 2,108,174 | - | - | 2,344,128 | 1,166,529 | 80.65 | 94.88 | 210,859,000 | 2.59 |

  47. Pay versus Performance

    (1) NNN’s peer group TSR is based on FNER, which is the index used for purposes of the performance graphs in Part II, Item 5 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and the Compensation Discussion and Analysis. (2) The following represents the adjustments made to the SCT totals to derive the compensation actually paid to Mr. Whitehurst in his role as CEO. Mr. Whitehurst served as the CEO through the entire reporting period until his retirement on April 28, 2022.

  48. Pay versus Performance

    | Adjustments | 2022 $ | 2021 $ | 2020 $ | | Amounts reported in “Stock Awards” column of SCT | (3,413,088) | (4,306,835) | (3,704,914) | | Fair value of outstanding and unvested equity awards granted in the current year | 4,994,125 | 4,529,787 | 2,617,686 | | Change in fair value for equity awards outstanding and unvested at the end of the current year that were granted in a prior year | 2,639,640 | (814,466) | (2,769,278) | | Change in fair value for equity awards vested in the current year that were granted in a prior year | (188,929) | 72,371 | (9,880) | | Addition for the common stock dividends paid on unvested stock awards | 75,743 | 460,677 | 380,394 | | Total Adjustments | 4,107,491 | (58,466) | (3,485,992) |

  49. Pay versus Performance

    (3) The following represents the adjustments made to the SCT total to derive the compensation actually paid to Mr. Horn in his role as CEO. Mr. Horn has served as the CEO since April 29, 2022.

  50. Pay versus Performance

    | Adjustments | 2024 $ | 2023 $ | 2022 $ | | Amounts reported in “Stock Awards” column of SCT | (5,808,642) | (4,385,780) | (3,958,062) | | Fair value of outstanding and unvested equity awards granted in the current year | 5,193,551 | 3,718,014 | 5,152,995 | | Change in fair value for equity awards outstanding and unvested at the end of the current year that were granted in a prior year | (1,004,033) | (395,561) | 784,246 | | Change in fair value for equity awards vested in the current year that were granted in a prior year | (109,603) | (47,083) | (10,370) | | Addition for the common stock dividends paid on unvested stock awards | 361,377 | 235,895 | 123,293 | | Total Adjustments | (1,367,350) | (874,515) | 2,092,102 |

  51. Pay versus Performance

    The following represents the adjustments made to the SCT totals for our non-CEO named executive officers to derive the average compensation actually paid for our non-CEO named executive officers.

  52. Pay versus Performance

    | Adjustments | 2024 $ | 2023 $ | 2022 $ | 2021 $ | 2020 $ | | Amounts reported in “Stock Awards” column of SCT | (1,034,154) | (1,112,801) | (1,100,638) | (1,140,025) | (1,178,281) | | Fair value of outstanding and unvested equity awards granted in the current year | 924,656 | 973,724 | 1,511,141 | 1,199,019 | 740,821 | | Change in fair value for equity awards outstanding and unvested at the end of the current year that were granted in a prior year | (158,372) | (195,207) | 618,455 | (126,740) | (879,404) | | Fair value of stock awards granted and vested in the current year | - | - | - | - | 29,913 | | Change in fair value for equity awards vested in the current year that were granted in a prior year | (36,641) | 11,248 | (10,217) | 18,156 | (31,578) | | Addition for the common stock dividends paid on unvested stock awards | 111,966 | 115,690 | 61,301 | 140,539 | 140,930 | | Total Adjustments | (192,545) | (207,346) | 1,080,042 | 90,949 | (1,177,599) |

  53. Pay versus Performance

    (5) The named executive officers included in the non-CEO named executive average for each year are as follows:

  54. Pay versus Performance

    | 2024 | Messrs. Habicht and Adamo and Mses. Steffens and Miller | | 2023 | Messrs. Habicht, Tessitore and Adamo and Ms. Miller | | 2022 | Messrs. Habicht and Tessitore and Ms. Miller | | 2021 | Messrs. Horn, Habicht and Tessitore and Ms. Miller | | 2020 | Messrs. Horn, Habicht, Tessitore and Bayer |

  55. Pay versus Performance

    The reported amount of compensation actually paid to our CEO, and the reported average amount of compensation actually paid to our non-CEO executive officers, is primarily driven by the value of our executives’ unvested equity. Further, as discussed in the Compensation Discussion and Analysis, our TSR is a component metric in our long-term incentive plan, and Core FFO per share is a component metric of our cash incentive bonus. As a result, the TSR figures reported above have a strong correlation to our executives’ calculated CAP, while Core FFO per share has a lesser degree of impact on and correlation to the compensation actually paid figures. The following metrics represent the three most important financial performance measures as well as subjective strategic and individual goals used by the Company in setting NEO compensation for the most recent fiscal year: • Core FFO per share • Leverage ratio (total liabilities divided by gross book assets) • Subjective strategic and individual goals: • G&A expense • Acquisition volume Portfolio occupancy