DEF 14A of Broadstone Net Lease, Inc., Mar 21, 2025

DEF 14A of Broadstone Net Lease, Inc.

Filed Mar 21, 2025 · FY20240000950170-25-043197

Open on EDGAR

  1. Table of Contents

    | CEO PAY RATIO | 59 | | PAY VERSUS PERFORMANCE DISCLOSURE | 60 | | Pay Versus Performance Table | 60 | | Analysis of the Information Presented in the Pay Versus Performance Table | 61 | | BENEFICIAL OWNERSHIP | 65 | | Security Ownership of Certain Beneficial Owners and Management | 65 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 67 | | AUDIT COMMITTEE REPORT | 68 | | PROPOSAL NO. 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 69 | | OTHER MATTERS | 71 | | HOUSEHOLDING OF PROXY MATERIALS | 72 | | PROPOSALS FOR NEXT ANNUAL MEETING | 73 | | ANNUAL REPORT | 74 |

  2. Identification of Director Nominees

    Identification of Director Nominees The Governance Committee may identify potential candidates for our Board of Directors from other members of the Board of Directors, executive officers, and other contacts. Further, the Governance Committee may engage the services of an independent third-party search firm to assist it in identifying and evaluating potential director candidates who will bring to the Board of Directors specific skill sets as established by the Governance Committee. While we do not have any minimum qualifications with respect to director nominees, the Governance Committee considers many factors in connection with each candidate, including but not limited to the candidate’s character, wisdom, judgment, ability to make independent analytical inquiries, business experiences, understanding of our business environment, acumen, and ability to devote the time and effort necessary to fulfill his or her responsibilities, all in the context of the perceived needs of our Board of Directors at that time. While individual diversity as well as diversity in experience and areas of expertise are factors that are considered by the Governance Committee in its assessment of candidates, neither the Board of Directors nor the Governance Committee has adopted any specific diversity-driven criteria or composition requirements. Our Board of Directors seeks individuals who have knowledge and experience in finance and accounting, corporate governance, risk management, and senior leadership. The Governance Committee also considers factors such as experience in the Company’s industry and experience as a board member of another corporation. The Board of Directors also seeks individuals who bring unique and varied perspectives and life experiences to the Board of Directors. As such, the Governance Committee assists the Board of Directors by selecting or recommending candidates who it believes will enhance the overall composition of the Board of Directors. The Governance Committee does not have a policy with regard to the consideration of any director candidates recommended by stockholders. The Governance Committee believes that such a policy is not necessary because the members of our Board of Directors have access to a sufficient number of qualified candidates from which to select a nominee if and when a vacancy occurs on the Board of Directors. However, the Governance Committee will consider stockholder recommendations for candidates for our Board of Directors. Nominations by stockholders must be provided in a timely manner and must include sufficient biographical information so that the Governance Committee can appropriately assess the proposed nominee’s background and qualifications. For a stockholder to have his or her candidate considered by the Governance Committee for inclusion as a director nominee at the 2026 annual meeting of stockholders, stockholder submissions of candidates for nomination to the Board of Directors must be received in writing at our offices by the Company’s Secretary, 207 High Point Drive, Suite 300, Victor, New York 14564 no earlier than October 22, 2025 and no later than 5:00 p.m., Eastern Time, on November 21, 2025; provided, however, that in the event that the date of the 2026 annual meeting of stockholders is advanced or delayed by more than thirty days from the first anniversary of the date of the Annual Meeting, written notice of a stockholder proposal must be delivered not earlier than the 150th day prior to the date of the 2026 annual meeting of stockholders and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of the 2026 annual meeting of stockholders or the tenth day following the day on which public announcement of the date of the 2026 annual meeting of stockholders is first made. Potential nominees recommended by a stockholder in accordance with these procedures will be considered and evaluated in the same manner as other potential nominees.

  3. Director Nominee Biographies

    Director Nominee Biographies

  4. Director Nominee Biographies

    | | Career Highlights • Various roles at American Residential Properties, Inc. (NYSE: ARPI) from 2008 through 2016, including co-founder, director, and President and Chief Operating Officer. • Various roles at U.S. Realty Advisors, LLC, a single-tenant real estate investment and asset management firm, including partner from 1997 through 2007 and President from 2003 through 2007. • Former Managing Director in Real Estate Investment Banking of CS First Boston Corp. from 1993 through 1995. • Former Director of Real Estate Investment Banking of Salomon Brothers Inc. from 1979 through 1993. • Service on numerous other public, private, and nonprofit boards. • Ms. Hawkes holds a B.A. from Bowdoin College and an M.B.A. from Cornell University. Committee Membership(s) • Compensation Qualifications We believe that Ms. Hawkes’ investment and business experience, including her service as the President, Chief Operating Officer, and board member of a publicly traded REIT, as well as her extensive net leased investment experience, are invaluable to the Company. | | | Laurie A. Hawkes Chairman of the Board Independent Director Director since 2016 Chairman since 2021 Age 69 | | | | | Other Current Public Directorships • None | Other Public Directorships (Past Five Years) • Appreciate Holdings, Inc. (NASDAQ: SFR) | | John D. Moragne Chief Executive Officer and Director Director since 2023 Age 42 | Career Highlights • Chief Executive Officer of Broadstone Net Lease, Inc. since March 2023. • Former Executive Vice President and Chief Operating Officer of Broadstone Net Lease, Inc. from 2018 through 2023. • Former Secretary of Broadstone Net Lease, Inc. from 2016 through 2021. • Former General Counsel and Chief Compliance Officer of Broadstone Net Lease, Inc. from 2016 through 2018. • Former corporate, securities and M&A attorney from 2007 through 2016. • Mr. Moragne holds a B.A. from SUNY Geneseo and a J.D. from The George Washington University Law School. Committee Membership(s) • None Qualifications We believe that Mr. Moragne’s familiarity with our operations and investment and corporate strategies, having worked with or for the Company since its inception, as well as his management and leadership skills, qualify him to serve on our Board of Directors and provides the Board of Directors with invaluable insight into our operations. | | | | Other Current Public Directorships • None | Other Public Directorships (Past Five Years) • None |

  5. Director Nominee Biographies

    | | 17 | 2025 Proxy Statement |

  6. Director Nominee Biographies

    | | Career Highlights • President and Co-Founder of Terreno Realty Corp. (NYSE: TRNO), a publicly traded REIT focusing on industrial real estate properties in six major U.S. coastal markets. • Former President and Chief Financial Officer of Terreno Realty Corp. from 2010 through 2013. • Former President and CEO of IAT Aviation Facilities from 2005 through 2007. • Various roles at AMB Property Corporation (now known as Prologis) (NYSE: PLD) from 1997 through 2007, including Chief Financial Officer and Executive Vice President from 1999 through 2007. • Former real estate auditor for Arthur Anderson, LLP from 1990 through 1997. • Member of the board of trustees of the California State University East Bay Educational Foundation. • Mr. Coke holds a B.A. in Business Administration and Accounting from California State University, Hayward. Committee Membership(s) • Audit (Chair) Qualifications We believe that Mr. Coke’s extensive financial and business experience, including his role as the president of a publicly traded REIT, his current and prior service as a board member of publicly traded companies, and expertise in the industrial sector of the REIT space provide great value to the Board of Directors and the Company. | | | Michael A. Coke Independent Director Director since 2021 Age 58 | | | | | Other Current Public Directorships • Terreno Realty Corp. | Other Public Directorships (Past Five Years) • Digital Realty Trust (NYSE: DLR) |

  7. Director Nominee Biographies

    | Jessica Duran Independent Director Director since 2023 Age 50 | Career Highlights • Managing Director and Chief Financial Officer of TSG Consumer Partners since 2017. • Various roles at Deloitte & Touche, LLP, including Tax Senior Manager from 2009 through 2012 and Partner from 2012 through 2017. • Vice President, Tax at AMB Property Corporation (now known as Prologis) (NYSE: PLD) from 2004 through 2009. • Ms. Duran holds a B.S. in Business Administration with a concentration in Accounting from Sonoma State University and a Master of Laws from the University of Edinburgh. • Ms. Duran is a Certified Public Accountant. Committee Membership(s) • Audit • Compensation Qualifications We believe that Ms. Duran’s in-depth knowledge of the private equity industry and her extensive tax and REIT experience are extremely beneficial to the Board of Directors and the Company. | | | | Other Current Public Directorships • None | Other Public Directorships (Past Five Years) • None |

  8. Director Nominee Biographies

    | | 18 | 2025 Proxy Statement |

  9. Director Nominee Biographies

    | | Career Highlights • Executive Vice President, Chief Financial Officer of BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) (“BJ’s”) since 2021. • Senior Vice President, Controller of BJ’s from 2016 through 2021. • Various roles at Clarks Americas, Inc., a British shoe manufacturer and retailer, from 2008 through 2016, including Senior Vice President of Finance from 2015 through 2016. • Various roles at PricewaterhouseCoopers LLP from 2003 through 2008. • Chair of the Board of Directors Massachusetts Society of CPAs, and past Chair of its Finance Committee. • Member of the Board of Advisors of the Boston Ballet. • Ms. Felice holds a Master's degree in Accounting and a B.S. with a double major in Finance and Accounting from Boston College. • Ms. Felice is a Certified Public Accountant. Committee Membership(s) • Audit • Nominating and Corporate Governance Qualifications We believe that Ms. Felice’s wide-ranging knowledge of the retail industry and her service as the chief financial officer of a publicly traded company provide valuable insight to the Board of Directors and the Company. | | | Laura Felice Independent Director Director since 2023 Age 43 | | | | | Other Current Public Directorships • None | Other Public Directorships (Past Five Years) • None | | Richard Imperiale Independent Director Director since 2025 Age 65 | Career Highlights • Founding member of Uniplan Investment Counsel, Inc. in 1984, its Chief Investment Officer since 2011, current Chairman of its Investment Policy Committee, and active member of its Compliance Committee. • Former Corporate Credit Analyst with B.C. Ziegler from 1982 through 1984. • Former Credit Analyst at First Wisconsin Bank (now U.S. Bank) from 1978 through 1982. • Mr. Imperiale holds a B.S. in Finance and MBA from Marquette University. • Mr. Imperiale is a National Association of Corporate Directors (NACD) Board Fellow. Committee Membership(s) • None Qualifications We believe Mr. Imperiale’s extensive experience investing in REITs and managing alternative asset strategies, and his previous service as a director for multiple publicly traded REITs, will provide invaluable insight to the Board of Directors and the Company. | | | | Other Current Public Directorships • None | Other Public Directorships (Past Five Years) • Retail Properties of America Inc. (NYSE: RPAI) |

  10. Director Nominee Biographies

    | | 19 | 2025 Proxy Statement |

  11. Director Nominee Biographies

    | | Career Highlights • Provider of real estate consulting services since 2009. • Former member of the Board of Directors of Corporate Office Properties Trust, now known as COPT Defense Properties (NYSE: CDP) (“COPT”) from 2009 through 2022. • Former senior advisor to the real estate industry group at Deloitte & Touche LLP from 2007 through 2009. • Former President and Chief Operating Officer of Developers Diversified Realty Corp., now known as SITE Centers (NYSE: SITC) (“DDR”) from 1999 through 2007. • Former member of the Board of Directors of DDR from 2000 through 2004. • Former Vice Chairman and Chief Operating Officer of Wilmorite, Inc. from 1986 through 1999. • Mr. Jacobstein holds a B.A. from Colgate University and a J.D. from The George Washington University Law School. Committee Membership(s) • Compensation (Chair) • Nominating and Corporate Governance Qualifications We believe that Mr. Jacobstein’s extensive financial and business experience, including his service as the chief operating officer of DDR and a board member of DDR and COPT, two large publicly traded REITs, as well as his legal background, provide the Board of Directors with a unique perspective that is beneficial to the Board of Directors and the Company. | | | David M. Jacobstein Independent Director Director since 2013 Age 78 | | | | | Other Current Public Directorships • None | Other Public Directorships (Past Five Years) • Corporate Office Properties Trust, now known as COPT Defense Properties (NYSE: CDP) | | Joseph Saffire Independent Director Director since 2025 Age 55 | Career Highlights • Chief Executive Officer (2019 to 2023) and Chief Investment Officer (2017 to 2019) of Life Storage, Inc. (formerly NYSE: LSI). • EVP and Head of Commercial Banking at First Niagara Bank from 2014 to 2016. • EVP and Head of Global Banking, EMEA at Wells Fargo between 2012 and 2014. • Served in numerous leadership roles at HSBC Bank between 1992 and 2012. • Current board member of Extra Space Storage Inc. (NYSE: EXR). • Mr. Saffire holds a B.A. in Finance and International Management from the University at Buffalo, a B.S. in Finance from Boston College, and attended Masters and Undergrad abroad programs at the London School of Economics and Czech Management Centre. Committee Membership(s) • None Qualifications We believe that Mr. Saffire’s experience as a publicly traded REIT CEO, and his deep knowledge of the publicly traded REIT space from an operational, capital markets, and executive perspective, will be extremely beneficial to the Board of Directors and the Company. | | | | Other Current Public Directorships • Extra Space Storage, Inc. (NYSE: EXR) | Other Public Directorships (Past Five Years) • Life Storage Inc. (formerly NYSE: LSI) |

  12. Director Nominee Biographies

    | | 20 | 2025 Proxy Statement |

  13. Director Nominee Biographies

    | | Career Highlights • Senior Vice President and Treasurer, Finance, and Administration of Rochester Institute of Technology (“RIT”) since 1997. • Vice Chairman of RIT’s global subsidiary, where he negotiates business models and real estate transactions for RIT’s global campuses. • Various roles at the University of Pittsburgh from 1981 through 1997, including Assistant Vice Chancellor for Finance and Business and Assistant Vice Chancellor for Real Estate and Management. • Service on various profit and nonprofit boards throughout Rochester, New York, including Canandaigua National Corporation. • Dr. Watters holds a B.S., M.S., and Ph.D. from the University of Pittsburgh. Committee Membership(s) • Compensation • Nominating and Corporate Governance (Chair) Qualifications We believe that Mr. Watters’ extensive financial and business experience, leadership skills, and experience in strategic planning are of great benefit to the Board of Directors and the Company. Further, Mr. Watters’ tenure on the Board of Directors since the Company’s inception provides institutional knowledge and insights that are invaluable to the Board of Directors and the Company. | | | Dr. James H. Watters Independent Director Director since 2007 Age 71 | | | | | Other Current Public Directorships • None | Other Public Directorships (Past Five Years) • None |

  14. Director Nominee Biographies

    | | 21 | 2025 Proxy Statement |

  15. Director Nominee Biographies

    | PROPOSAL NO. 2: SAY ON PAY |

  16. Director Nominee Biographies

    Section 14A of the Exchange Act requires the Company to request stockholder approval, on an advisory basis, of the compensation paid to our NEOs as disclosed pursuant to the SEC’s compensation disclosure rules. This proposal is commonly known as a “say-on-pay” proposal. As part of the Compensation Committee’s efforts to ensure that the interests of our NEOs are aligned with those of our stockholders, the Compensation Committee considers the results of the Company’s stockholder advisory votes on executive compensation. The Committee considers these results to reflect substantial stockholder support of the Company’s executive compensation program, and has continued to consider stockholder feedback when reviewing, designing, and implementing our executive compensation program. The Compensation Discussion and Analysis beginning on page 28 of this Proxy Statement sets forth detailed information about our executive compensation program. Our executive compensation program is designed to (i) attract, engage, and retain a high-quality workforce that helps achieve immediate and longer-term success for the Company, and (ii) motivate and inspire behavior that fosters a high-performing culture and is focused on delivering business objectives. We believe that our executive compensation program accomplishes these objectives while remaining strongly aligned with the long-term interests of our stockholders. At our 2022 Annual Meeting of Stockholders, our stockholders voted in support of annual advisory votes on future executive compensation proposals. The Board of Directors expects that the next say-on-pay vote will occur in 2026.

  17. Board Recommendation

    | COMPENSATION OF DIRECTORS |

  18. Director Compensation Program for 2024

    Director Compensation Program for 2024 During 2024, our non-employee directors each received compensation pursuant to the Company's Non-Employee Director Compensation Policy (the "Compensation Policy") including an annual cash retainer of $60,000 for their service as our directors, payable in arrears in equal quarterly installments. The following additional annual cash retainers were paid to directors in arrears in quarterly installments: (a) $70,000 to the Chairman of the Board; (b) $20,000 to the chairperson of the Audit Committee; (c) $15,000 to each of the chairpersons of the Compensation Committee and Governance Committee; (d) $10,000 to each non-chairperson member of the Audit Committee; and (e) $7,500 to each non-chairperson member of each of the Compensation Committee and Governance Committee. In addition to the cash retainers discussed above, each non-employee director received an annual equity grant in the form of restricted stock with a fair market value on the date of grant equal to $100,000 (each an “Annual Equity Award”). Non-employee directors received an Annual Equity Award on the close of business on the date of the Company’s 2024 annual meeting of stockholders. Shares of restricted stock issued pursuant to the 2024 Annual Equity Award will vest on the earlier of (i) the one-year anniversary of the date of grant; and (ii) the date of the next annual meeting of stockholders, provided that the next annual meeting of stockholders is at least 50 weeks after the applicable date of grant. We also reimburse our directors for reasonable travel and other reasonable expenses incurred in connection with attending meetings of our Board of Directors and committees thereof and otherwise performing their duties as directors. The table below sets forth certain information regarding the compensation earned by or paid to our directors during the fiscal year ended December 31, 2024.

  19. Director Compensation in Fiscal 2024

    Director Compensation in Fiscal 2024

  20. Director Compensation in Fiscal 2024

    | Name | Fees Earned or Paid-In Cash | Stock Awards (1) | Total | | John D. Moragne | $- | $- | $- | | Denise Brooks-Williams (2) | 67,500 | 100,000 | 167,500 | | Michael A. Coke (2) | 80,000 | 100,000 | 180,000 | | Jessica Duran (2) | 77,500 | 100,000 | 177,500 | | Laura Felice (2) | 77,500 | 100,000 | 177,500 | | Laurie A. Hawkes (2) | 137,500 | 100,000 | 237,500 | | David M. Jacobstein (2) | 88,462 | 100,000 | 188,462 | | Shekar Narasimhan (2) | 67,500 | 100,000 | 167,500 | | James H. Watters (2) | 82,500 | 100,000 | 182,500 | | Totals | $678,462 | $800,000 | $1,478,462 |

  21. Director Compensation in Fiscal 2024

    (1) The amounts shown in this column reflect the aggregate fair value of shares of our Common Stock computed as of the grant date in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 2 – Summary of Significant Accounting Policies – Stock-Based Compensation to the audited consolidated financial statements of the Company included in the Annual Report on Form 10-K for the year ended December 31, 2024. 2024 non-employee directors.

  22. Director Compensation in Fiscal 2024

    | | 23 | 2025 Proxy Statement |

  23. Director Compensation in Fiscal 2024

    | EXECUTIVE OFFICERS OF THE COMPANY |

  24. Director Compensation in Fiscal 2024

    The biographical descriptions of our executive officers are set forth below. See the biography of Mr. Moragne under “Director Nominee Biographies” above.

  25. Director Compensation in Fiscal 2024

    | | Current Role • President and Chief Operating Officer since March 2023. Career Highlights • Joined the Company in 2013 and previously served as the Company’s Executive Vice President and Chief Financial Officer from February 2017 to March 2023 and Vice President of Finance from 2013 to February 2017. • Served in various roles at Manning & Napier, Inc. (NYSE: MN), including Assistant CFO of the company’s mutual fund division, and assisted in the successful execution of the company’s IPO from 2011 to 2013. • Held multiple positions at KPMG LLP serving both public and private companies from 2004 to 2011. • Mr. Albano holds an M.B.A. in finance and competitive strategy from the Simon Graduate School of Business at the University of Rochester and a B.S. in accounting from St. John Fisher College. Responsibilities • Leads and manages the Company's acquisitions, build-to-suit development, dispositions, real estate underwriting and strategy, leasing, and property management functions and affairs. | | Ryan M. Albano | | | President and Chief Operating Officer Age 43 | |

  26. Director Compensation in Fiscal 2024

    | | Current Role • Executive Vice President and Chief Financial Officer since March 2023. • Treasurer since September 2024. Career Highlights • Joined the Company in 2019 and previously served as the Company’s Senior Vice President, Capital Markets & Credit Risk from March 2019 to March 2023. • Served in various positions at BMO Capital Markets/BMO Harris Bank, including Real Estate Corporate Banking, where he focused on debt financing for private and public REITs and real estate operating companies, from 2009 to 2019. • Mr. Fennell holds a B.S. in Finance from the University of Illinois at Urbana-Champaign. Responsibilities • Leads and manages the Company's accounting, tax, internal audit, finance, capital markets, investor relations, and IT/IS functions. | | Kevin M. Fennell | | | Executive Vice President, Chief Financial Officer, and Treasurer Age 39 | |

  27. Director Compensation in Fiscal 2024

    | | 24 | 2025 Proxy Statement |

  28. Director Compensation in Fiscal 2024

    | John D. Callan, Jr. Senior Vice President, General Counsel, and Secretary Age 40 | Current Role • General Counsel since August 2018. • Senior Vice President since February 2020. • Secretary since July 2021. Career Highlights • Joined the Company in 2017 and previously served as the Company’s Associate Counsel from November 2017 to August 2018. • Former Corporate Counsel at Kodak Alaris from 2015 to 2017. • Former Corporate and Securities attorney at Harter Secrest & Emery from 2011 to 2015. • Mr. Callan holds a B.A. from SUNY Oneonta and a J.D. from Albany Law School. Responsibilities • Leads and manages the Company's legal, corporate governance, and risk management functions, and oversees the Company's Enterprise Risk Management Committee and sustainability matters. |

  29. Director Compensation in Fiscal 2024

    | Michael B. Caruso | Current Role • Senior Vice President, Underwriting and Strategy since October 2023. Career Highlights • Joined the Company in 2015 and previously served as the Company’s Senior Vice President, Corporate Strategy and Investor Relations, Senior Vice President, Corporate Finance and Investor Relations, and Vice President, Finance. • Mr. Caruso holds a B.S. in Finance and a B.A. in Economics from St. Joseph’s University. Responsibilities • Oversees real estate underwriting, investment return modeling, property valuations, and market and industry research. | | Senior Vice President, Underwriting and Strategy Age 31 | |

  30. Director Compensation in Fiscal 2024

    | | 25 | 2025 Proxy Statement |

  31. Director Compensation in Fiscal 2024

    | William D. Garner Senior Vice President, Acquisitions Age 40 | Current Role • Senior Vice President, Acquisitions since March 2024. Career Highlights • Joined the Company in 2018 and previously served as the Company’s Vice President, Acquisitions. • Former Vice President at SunTrust Robinson Humphrey (now Truist Securities) and a member of the firm's Structured Real Estate group from 2012 to 2018. • Served in various positions at Marsh in its property practice from 2007 to 2010. • Mr. Garner holds a B.A.A. in Risk Management and M.B.A in Finance from the University of Georgia. Responsibilities • Oversees all acquisition and build-to-suit development activities of the Company, including identifying, analyzing, and acquiring investment opportunities. | | Jennie O'Brien Senior Vice President and Chief Accounting Officer Age 42 | Current Role • Senior Vice President and Chief Accounting Officer since September 2024. Career Highlights • Joined the Company in 2014 and previously served as the Company’s Senior Vice President, Accounting and Controller; Vice President, Accounting and Controller; and Controller. • Served in various roles at a regional public accounting firm in Rochester, New York, most recently serving as an Assurance Manager providing audit and tax services to companies in various industries. • Ms. O’Brien is a certified public accountant and holds a B.S. in Accounting from SUNY Geneseo. Responsibilities • Oversees the Company's SEC reporting, accounting, tax, and treasury management functions. |

  32. Director Compensation in Fiscal 2024

    | | 26 | 2025 Proxy Statement |

  33. Director Compensation in Fiscal 2024

    | Molly Kelly Wiegel | Current Role • Senior Vice President, Human Resources and Administration since March 2023. Career Highlights • Joined the Company in 2013 and previously served as the Company's Senior Vice President, Human Resources from February 2020 to March 2023, and in various roles for Broadstone Real Estate, LLC, including as its Senior Vice President, Human Resources from August 2018 to February 2020. • Former Human Resources Director of Rochester Optical from 2012 to 2013. • Former Director of Staff Professional Development, and Director of Human Resources Operations at Nixon Peabody LLP from 2002 to 2011. • Ms. Wiegel holds a M.S. in Career and Human Resource Development from the Rochester Institute of Technology and a B.A. in Psychology from the University of Rochester. Responsibilities • Leads and manages the Company’s human resources and administration functions, including talent acquisition, integration, and development, performance management, compensation, benefits, payroll, internal and external communications, and office operations and services. | | Senior Vice President, Human Resources and Administration Age 54 | |

  34. Director Compensation in Fiscal 2024

    | | 27 | 2025 Proxy Statement |

  35. Director Compensation in Fiscal 2024

    | EXECUTIVE COMPENSATION |

  36. 2024 Executive Compensation Highlights

    Based on our annual assessment of market practices and our compensation objectives, we have implemented a pay-for-performance annual compensation structure that includes: • Salary – Provides a fixed level of compensation • Bonus – Cash bonus opportunities to our NEOs that are calculated based on the achievement of pre-established performance factors • LTIP – Annual stock grants are allocated 40% to time-based restricted shares and 60% to performance-based restricted stock units for our CEO, President, and CFO, and 60% to time-based restricted shares and 40% to performance-based restricted stock units for our Senior Vice Presidents (each an “SVP” and collectively the “SVPs”) Additionally, in 2024 the Company granted certain one-time, long-term retention and promotion restricted shares that represent non-recurring elements of compensation. The retention awards include five-year cliff vesting that provide strong long-term alignment with our stockholders and are discussed in more detail under “2024 Equity Retention Awards”. The charts below illustrate the allocation of the principal compensation components at target for our CEO and for other NEOs, as an average, for fiscal 2024. The charts exclude the one-time, equity retention award granted to each of Messrs. Moragne, Albano, Fennell, Caruso, and Garner and the one-time, equity awards granted to each of Messrs. Caruso and Garner in connection with their promotions.

  37. Compensation Philosophy

    Compensation Philosophy Our executive compensation program is designed to attract and retain the leadership needed for the success of our business. The Compensation Committee, working with Ferguson Partners Consulting, L.P. (“FPC”) as its independent compensation consultant, has reviewed, approved, and implemented an overall philosophy and framework for executive compensation matters. The Compensation Committee maintains a framework that sets forth a compensation strategy intended to support the Company’s strategic plan, business objectives, and competitive outlook. The pillars of the Company’s philosophy, used as guideposts for the Compensation Committee’s work in selecting and evaluating executive compensation elements and design, include the following: • Competitive in the Marketplace: Attract, retain, and motivate highly skilled executives by providing a total compensation package that is competitive in the market, taking into account the size and characteristics of the Company. • Alignment of Stockholder Interests: Align the interests of management and the Company’s stockholders through the use of performance-based restricted stock units (a performance incentive) and restricted stock awards (a retention incentive) and by encouraging executives to accumulate substantial ownership in the Company. • Balance of Elements: Encourage management to balance short-term goals against longer-term objectives and to take risks consistent with the Company’s financial and strategic goals. • Pay-for-Performance Culture: Emphasize variable performance-based compensation, with metrics aligned to the Company’s short-term and long-term financial results and business strategy, ensuring a high degree of performance orientation in our executive compensation program. Elements of Annual Compensation Our executive compensation program consists of a mix of fixed and variable pay elements, with the latter tied to both short- and long-term company success. Performance-based pay elements are linked to goals that we believe will deliver both year-to-year and long-term increases in stockholder value. The elements of total direct executive compensation include:

  38. Peer Group Data

    Peer Group Data

  39. Peer Group Data

    | Key Actions The Compensation Committee approved a 2024 Peer Group using objective selection criteria such that BNL approximates the median of the peer set in terms of size. |

  40. Peer Group Data

    The Compensation Committee, working with FPC, considers competitive market compensation data as one of many factors in determining the types of compensation in its executive compensation program and the level of compensation paid to each of the NEOs. In addition, with the support of FPC, the Compensation Committee reviews peer group data on an annual basis to ensure it remains valid for benchmarking purposes and evaluating whether to make any changes to the levels of compensation or compensation pay mix in respect of compensation for the NEOs. We establish our peer group based on the following criteria: • Size Parameters: REITs within an appropriate size range in terms of implied equity market capitalization and total capitalization, which we define as approximately 0.5x to no more than 2.5x relative to BNL • Asset Focus: Net lease REITs that use similar lease structures and who we most directly compete with for investment opportunities and talent • Overall Composition: Aim to approximate the median of the peer group in term of implied equity market capitalization and total capitalization Following the review of the peer group in July 2024, the Compensation Committee determined it was appropriate to remove three companies from the prior year’s peer group – Physicians Realty Trust, RPT Realty, and Spirit Realty Capital. Physicians Realty Trust merged with Healthpeak Properties in March 2024, RPT Realty was acquired by Kimco Realty in January 2024, and Spirit Realty Capital was acquired by Realty Income in January 2024. Additionally, two companies of a similar size and scope were added to the group – Sila Realty Trust, Inc. and Plymouth Industrial REIT, Inc. The resulting group of peer companies (the “Compensation Peer Group”) consists of 14 real estate investment trusts operating primarily in the net lease sector and also includes companies in the free standing industrial, retail, healthcare, and diversified NAREIT investment sectors. In establishing the Compensation Peer Group, the Company considered total capitalization and implied equity market capitalization according to S&P Global Market Intelligence data, seeking a peer group in which the Company falls at approximately the midpoint of both measurement ranges. The Compensation Peer Group for the 2024 fiscal year included:

  41. Peer Group Data

    | Compensation Peer Group (2024) | | | | Agree Realty Corporation (ADC) | Essential Properties Realty Trust, Inc. (EPRT) | NNN REIT, Inc. (NNN) | | CareTrust REIT, Inc. (CTRE) | First Industrial Realty Trust, Inc. (FR) | Plymouth Industrial REIT, Inc. (PLYM) | | Easterly Government Properties, Inc. (DEA) | Four Corners Property Trust, Inc. (FCPT) | Sila Realty Trust, Inc. (SILA) | | EastGroup Properties, Inc. (EGP) | LTC Properties, Inc. (LTC) | STAG Industrial, Inc. (STAG) | | EPR Properties (EPR) | LXP Industrial Trust (LXP) | |

  42. Peer Group Data

    | | 34 | 2025 Proxy Statement |

  43. Peer Group Data

    The Compensation Committee utilized data from the Compensation Peer Group in connection with 2024 compensation matters. A second group of peer companies has been adopted as part of the Company’s long-term incentive program performance-based awards, as discussed more fully below.

  44. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation Committee does not believe that any of the Company’s compensation programs expose the Company to excessive risk, but instead encourage behavior that supports sustainable value creation for stockholders by appropriately balancing risk and reward. In approving compensation programs, the Compensation Committee considers whether the compensation programs encourage unnecessary or excessive risk taking. Our Compensation Committee designed our compensation programs to mitigate any potential risks by utilizing compensation vehicles with the following characteristics: • A mix of compensation elements that provide focus on both short- and long-term goals, as well as cash and equity-based compensation so as not to inappropriately emphasize one measure of our performance; • Caps on the maximum payouts available and minimum thresholds required before payment under certain incentive programs, including our annual and long-term incentive programs; • Stock ownership guidelines that require our executive officers to accumulate and maintain a significant ownership interest in the Company; • Oversight of programs (or components of programs) by a broad-based group of individuals, including human resources, finance, internal audit, and an independent compensation consultant; • Setting performance goals that are intended to be challenging yet provide employees with a reasonable opportunity to reach the threshold amount, while requiring meaningful performance to reach the target level and substantial performance to reach the maximum level; • Final awards under the annual incentive program are subject to the discretion of the Compensation Committee which may consider both quantitative and qualitative factors in respect of Company and individual achievements; • Our insider trading policy prohibits all employees (including officers) and directors and certain of their respective family members and controlled entities from engaging in transactions in our securities that are speculative in nature, including, but not limited to prohibiting short selling, purchasing options, taking out margin loans against stock options, hedging or engaging in any other type of speculative arrangement that has a similar economic effect without the full risk or benefit of ownership, and transacting in the securities of any entity with which the Company is discussing significant business matters; • All shares awarded under the equity awards are payable in the form of performance-based restricted stock units that are earned and become vested at the end of a three-year performance period or time-based restricted shares that vest annually over a period of three or four years based on the executive’s continued employment on the applicable vesting date. Specifically, the performance-based restricted stock units are based on performance criteria relative to total shareholder return ensuring that our executives’ interests align with those of our stockholders over the long term; and FPC assists with the review of the executive compensation policies and practices.

  45. Annual Bonus

    Annual Bonus

  46. Annual Bonus

    | Key Actions The Company approved a bonus program that was based on the achievement of pre-established financial and strategic goals, with actual payouts determined in accordance with the approved scorecard. No increases were made to 2024 bonus opportunities for our NEOs, except in connection with promotions. |

  47. Annual Bonus

    During 2024, our NEOs were eligible for annual cash bonus payments based in part upon: • Achieving objective financial performance goals during the year, and • The achievement of certain strategic priorities. We believe that the above annual cash bonus programs are important incentive tools for motivating achievement of the Company’s goals for the forthcoming fiscal year. We believe that the Company’s 2024 annual bonus program is consistent with market and best practices.

  48. Annual Bonus

    | | 36 | 2025 Proxy Statement |

  49. Annual Bonus

    Cash bonus opportunities are determined at the beginning of each year by the Compensation Committee based on the review of competitive market data and internal pay considerations.

  50. Annual Bonus

    | NEO | Threshold Bonus (as a % of Base Salary) | Target Bonus (as a % of Base Salary) | Maximum Bonus (as a % of Base Salary) | | John D. Moragne | 60% | 120% | 240% | | Ryan M. Albano | 50% | 100% | 200% | | Kevin M. Fennell | 50% | 100% | 200% | | Michael B. Caruso | 30% | 52.5% | 75% | | William D. Garner | 30% | 65% | 100% |

  51. 2024 Bonus Measures

    2024 Bonus Measures For 2024, our bonus program for all NEOs and SVPs was structured with 75% of the bonus opportunity being based on objective corporate metrics and 25% being based on the achievement of applicable key strategic priorities (the “Structured Discretionary Bonus Program”). We generally do not provide for guaranteed bonus payouts under our annual bonus program. In March 2024, the Compensation Committee approved metrics and goals for the annual cash bonus program in respect of 2024, with 2024 scorecard objective components that are weighted as follows:

  52. 2024 Bonus Measures

    | Metric | Weighting | Threshold | Target | Maximum | Actual Performance Payout | | AFFO per Share | 50% | $1.390 | $1.410 | $1.430 | $1.428 | | Net Debt to Annualized Adjusted EBITDAre | 15% | 5.75x | 5.5x | 5.25x | 5.03x | | Economic Occupancy | 10% | 97.0% | 98.0% | 99.0% | 99.1% | | Structured Discretionary Bonus Program (1) | 25% | 78 (out of 130 possible points) | 104 (out of 130 possible points) | 130 (out of 130 possible points) | 124 (out of 130 possible points) |

  53. 2024 Bonus Measures

    (1) For the assessment of the Structured Discretionary Bonus Program, the Compensation Committee reviewed performance as compared to strategic priorities that had an impact on the Company’s overall performance for the year (with each priority providing the ability to earn a set number of points that varies based on the importance and effort required under each category), including: (a) portfolio strategy and enhancements to investment process: (i) substantial completion of healthcare portfolio simplification strategy; (ii) successful redeployment of proceeds from healthcare asset sales; (iii) strategic review of office assets; and (iv) ongoing review and enhancements to investment and portfolio review processes; (b) stakeholder engagement: (i) increased stockholder engagement; (ii) increased tenant engagement; and (iii) improvements to external communication materials; (c) additional strategic priorities: (i) internal reporting and data storage enhancements; (ii) evaluation of treasury management and financial reporting platforms; and (iii) ongoing financial reporting and SOX compliance; and (d) Culture of Inclusion and Belonging and Sustainability: (i) second annual sustainability report; (ii) culture enhancements including review of Mission, Vision, and Values project; (iii) support of BNL women’s group; and (iv) development and implementation of various training programs, including programs dedicated to management, functional areas of expertise, and ongoing inclusivity training. Based on its assessment of performance in these areas, the Compensation Committee approved a 95% achievement on the program. In February 2025, the Compensation Committee approved annual cash awards calculated under the annual bonus plan as follows:

  54. 2024 Bonus Measures

    | Name | 2024 Actual Bonus Awarded | | John D. Moragne | $1,392,785 | | Ryan M. Albano | $967,212 | | Kevin M. Fennell | $725,409 | | Michael B. Caruso | $208,558 | | William D. Garner | $277,472 |

  55. 2024 Bonus Measures

    | | 37 | 2025 Proxy Statement |

  56. Annual Long-Term Incentive Program

    Annual Long-Term Incentive Program

  57. Annual Long-Term Incentive Program

    | Key Actions Performance-based equity awards continue to use outperformance goals with performance hurdles calibrated above our peers. Beginning with rTSR grants made in 2024, payouts will be reduced by 25% (but in no case less than target) if absolute total shareholder return is negative. For the 2021 rTSR grants with a performance period that concluded in 2024, only 41% of the target award was earned. |

  58. Annual Long-Term Incentive Program

    The main objectives of our long-term equity incentive program are to (1) incentivize our executives to work toward the achievement of our long-term performance goals, (2) provide competitive compensation opportunities in order to attract and retain key individuals, (3) promote retention of executives through multi-year vesting periods with a combination of performance-based and time-based equity awards, and (4) create strong alignment with stockholders’ interests by fostering an “ownership mentality” among our executives. We believe these objectives are accomplished through the equity compensation program described below. Our long-term equity incentive program is generally consistent with standard REIT industry practice and reflects a pay-for-performance structure. Equity-based awards granted to our CEO are determined and approved by the Compensation Committee, equity-based awards granted to our President and CFO are made based on the recommendation of the CEO, and equity-based awards granted to our SVPs are made based on the recommendation of the applicable SVP's direct supervisor, which is ultimately reviewed and approved by the CEO, President, and CFO. All awards granted to our CEO, President, CFO, and SVPs are subject to Compensation Committee approval in all cases. For 2024, the Company’s long-term incentive program as applied to the NEOs consisted of grants with a set grant date fair value, 40% of which is granted in the form of time-based restricted shares (60% for Messrs. Caruso and Garner) vesting in substantially equal installments over four years (which is a longer time-based vesting schedule as compared to most of our Compensation Peer Group companies), and 60% of which is granted in the form of performance-based restricted stock units (40% for Messrs. Caruso and Garner). During fiscal 2024, Mr. Caruso received a promotion grant worth $300,000, consisting of time-based restricted stock that vests ratably over three years in connection with his promotion to SVP, Underwriting and Strategy. Mr. Garner received promotion grants with a total worth of $300,000, consisting of time-based restricted stock that vests ratably over three-to-four years in connection with his promotion to SVP, Acquisitions. The Compensation Committee determined that the performance criteria for the performance-based restricted stock units would be relative total shareholder return (“rTSR”), which is a metric prevalent in the marketplace in which the Company operates as well as with publicly traded companies generally. The following table summarizes the mix of grants made in 2024 (excluding the promotion grants described above).

  59. Annual Long-Term Incentive Program

    | Type of Equity Award | Weighting | Description | | Time-Based Restricted Shares | 40% (60% for Messrs. Caruso and Garner) | The time-based awards vest 25% per year over four years. | | Performance-Based Restricted Stock Units | 60% (40% for Messrs. Caruso and Garner) | The entire performance award vests based 50% on rTSR against a group of net lease peer companies and 50% on rTSR against the MSCI US REIT Index, as applicable, over a three-year performance period. |

  60. Annual Long-Term Incentive Program

    The table below shows the long-term incentive award values granted for fiscal 2024 for each of the NEOs (as presented in the Grants of Plan-Based Awards Table). We increased and enhanced overall compensation

  61. Annual Long-Term Incentive Program

    | | 38 | 2025 Proxy Statement |

  62. Annual Long-Term Incentive Program

    for our SVPs through higher stock awards to retain and motivate the SVPs through a total compensation package that is competitive in the market (approximately at or above median of our peer group). The increased long-term incentive awards provide incentives for long-term value creation, which encourages retention. Vesting may be accelerated in the case of certain involuntary termination events, as more fully described under Potential Payments in Event of Termination or Change in Control. The breakdown of the 2024 long-term incentive awards is as follows:

  63. Annual Long-Term Incentive Program

    | NEO | Four-Year Restricted Stock Award (Standard time-based award) | | Performance-Based Restricted Stock Units (rTSR performance-based award) | | | | Value | Number of Shares | Value | Number of Shares | | John D. Moragne (1) | $800,000 | 51,631 | $1,200,000 | 77,447 | | Ryan M. Albano (1) | $600,000 | 38,724 | $900,000 | 58,085 | | Kevin M. Fennell (1) | $300,000 | 19,362 | $450,000 | 29,043 | | Michael B. Caruso (1)(2) | $180,000 | 11,617 | $120,000 | 7,745 | | William D. Garner (1)(3) | $150,000 | 9,830(4) | $100,000 | 6,752 |

  64. Annual Long-Term Incentive Program

    (1) Messrs. Moragne, Albano, Fennell, Caruso, and Garner all received one-time 2024 equity retention awards, which are described below in “2024 Equity Retention Awards.” (2) Mr. Caruso also received a promotion grant, with a value of $300,000 (or 19,362 restricted shares), which vests ratably over three years. (3) Mr. Garner also received a promotion grant, with a value of $250,000 (or 16,879 restricted shares), which vests ratably over three years. (4) This amount reflects an issuance of 6,454 restricted shares subject to a 4-year annual vesting schedule, as well as the one-time issuance of 3,376 restricted shares subject to a 4-year annual vesting schedule granted at the time of Mr. Garner’s promotion.

  65. Relative Total Shareholder Return Grants

    | Relative rTSR Performance Peer Group | | | Agree Realty Corporation* | Global Net Lease, Inc. | | EPR Properties* | LXP Industrial Trust* | | Essential Properties Realty Trust, Inc.* | NETSTREIT Corp. | | Four Corners Property Trust, Inc.* | NNN REIT, Inc.* | | Getty Realty Corp | Realty Income Corporation | | Gladstone Commercial Corporation | STAG Industrial, Inc.* | | Global Medical REIT, Inc. | W.P. Carey, Inc. |

  66. Relative Total Shareholder Return Grants

    * Indicates that the company is also in our Compensation Peer Group Payouts can range from 0% to 200% for each component of the performance-based award based on the Company’s rTSR achievement versus that of the rTSR Peer Group and the constituents of the MSCI US REIT

  67. Relative Total Shareholder Return Grants

    | Performance Level | Relative Ranking (vs. rTSR Peer Group) | Relative Ranking (vs. MSCI US REIT) | 50% of Shares Earned as a Percentage of Target (rTSR Peer Group) | 50% of Shares Earned as a Percentage of Target (MSCI US REIT) | | < Threshold | <30th Percentile | <30th Percentile | 0% | 0% | | Threshold | 30th Percentile | 30th Percentile | 50% | 50% | | Target | 55th Percentile | 55th Percentile | 100% | 100% | | Maximum | 80th Percentile | 80th Percentile | 200% | 200% |

  68. Relative Total Shareholder Return Grants

    The rTSR performance period for the rTSR RSUs granted in 2021 ended, and the performance-based RSUs have vested in the following amounts as of February 28, 2024.

  69. Relative Total Shareholder Return Grants

    (1) None of Messrs. Fennell, Caruso, or Garner received rTSR RSUs granted in 2021. (2) Includes 2,022 shares representing accrued dividends during the applicable performance period. The performance period for the rTSR RSUs granted in 2024, 2023, and 2022 had not yet ended as of December 31, 2024. Therefore, the rTSR RSUs granted in 2024, 2023, and 2022 remain outstanding and are eligible to vest at the end of the performance period. Beginning with rTSR grants made in 2024, the Company has incorporated an absolute total shareholder return modifier. Payouts will be reduced by 25% if total shareholder return during an applicable performance period exceeds target on a relative basis but is negative on an absolute basis; provided, however, that in such instances payouts will never be reduced below target.

  70. 2024 Equity Retention Awards

    | NEO | Five-Year Restricted Stock Award (Retention award) | | | | Value | Number of Shares | | John D. Moragne | $2,500,000 | 161,346 | | Ryan M. Albano | $1,250,000 | 80,673 | | Kevin M. Fennell | $1,250,000 | 80,673 | | Michael B. Caruso | $575,000 | 37,110 | | William D. Garner (1) | $500,000 | 33,757 |

  71. Summary Compensation Table

    Summary Compensation Table The following table sets forth the portion of compensation paid to the NEOs that is attributable to services performed during the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022.

  72. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | John D. Moragne | 2024 | 600,000 | - | 4,361,782 | 1,392,785 | 259,155(4) | 6,613,722 | | Chief Executive Officer | 2023 | 575,000 | - | 2,393,189 | 1,143,692 | 83,706 | 4,195,587 | | | 2022 | 450,000 | - | 1,044,241 | 693,836 | 57,333 | 2,245,410 | | Ryan M. Albano | 2024 | 500,000 | - | 2,677,590 | 967,212 | 166,483(5) | 4,311,285 | | President and Chief Operating Officer | 2023 | 491,667 | - | 1,794,897 | 794,231 | 75,125 | 3,155,920 | | | 2022 | 450,000 | - | 1,044,241 | 693,836 | 53,895 | 2,241,972 | | Kevin M. Fennell | 2024 | 375,000 | - | 1,932,556 | 725,409 | 139,828(6) | 3,172,793 | | Executive Vice President and Chief Financial Officer | 2023 | 354,821 | - | 1,197,449 | 595,673 | 53,431 | 2,201,374 | | Michael B. Caruso | 2024 | 285,000 | - | 1,124,951 | 208,558 | 87,709(7) | 1,706,218 | | Senior Vice President, Underwriting and Strategy | | | | | | | | | William D. Garner | 2024 | 279,792 | - | 1,008,894 | 277,472 | 75,987(8) | 1,642,145 | | Senior Vice President, Acquisitions | | | | | | | |

  73. Summary Compensation Table

    (1) Mr. Garner’s base salary was increased from $260,000 to $285,000 on March 15, 2024 in connection with his promotion. (2) The amounts included in the “Stock Awards” column represent the grant date fair value of the restricted shares, including the 2024 equity retention awards (which are time-based awards), and the restricted stock units granted (which are performance-based awards) in 2024 computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 2 – Summary of Significant Accounting Policies – Stock-Based Compensation to the audited consolidated financial statements of Broadstone Net Lease, Inc. included in our Form 10-K for the fiscal year ended December 31, 2024. The grant date fair value of the performance-based restricted stock unit awards in this column is based on the Monte Carlo value of $15.84 per share and at the target level of performance, which for each of Messrs. Moragne, Albano, Fennell, Caruso, and Garner is $1,226,760, $460,041, $920,066, $122,681, and $106,952, respectively. The grant date fair value of the performance-based restricted stock unit awards based on the maximum level of performance for each of Messrs. Moragne, Albano, Fennell, Caruso, and Garner is $2,453,521, $920,082, $1,840,133, $245,362, and $213,903, respectively. (3) The amounts included in the “Non-Equity Incentive Plan Compensation” column include the amount of the 2024 annual bonus paid to each of the NEOs in February 2025. (4) This amount includes (i) $13,800 in matching contributions made to the 401(k) Plan on behalf of Mr. Moragne, (ii) $242,855 in dividends received with respect to unvested restricted shares (iii) $1,300 in employer contributions made to a health savings account, and (iv) $1,200 for a monthly mobile phone stipend or fees. (5) This amount includes (i) $13,800 in matching contributions made to the 401(k) Plan on behalf of Mr. Albano, (ii) $151,483 in dividends received with respect to unvested restricted shares and (iii) $1,200 for a monthly mobile phone stipend or fees. (6) This amount includes (i) $13,800 in matching contributions made to the 401(k) Plan on behalf of Mr. Fennell, (ii) $121,328 in dividends received with respect to unvested restricted shares (iii) $518 in a true-up matching contribution made to the 401(k) Plan in 2024 in respect of contributions made in 2023, (iv) $1,300 in employer contributions made to a health savings account, (v) $782 in respect of the Service Anniversary Award for 2024, (vi) $1,200 for a monthly mobile phone stipend or fees, and (vii) $900 for a monthly internet stipend or fees. (7) This amount includes (i) $8,119 in matching contributions made to the 401(k) Plan on behalf of Mr. Caruso, (ii) $72,053 in dividends received with respect to unvested restricted shares, (iii) $5,262 in a true-up matching contribution made to the 401(k) Plan in 2024 in respect of contributions made in 2023, (iv) $1,075 in employer contributions made to a health savings account and (v) $1,200 for a monthly mobile phone stipend or fees. (8) This amount includes (i) $8,499 in matching contributions made to the 401(k) Plan on behalf of Mr. Garner, (ii) $59,893 in dividends received with respect to unvested restricted shares, (iii) $4,645 in a true-up matching contribution made to the 401(k) Plan in 2024 in respect of contributions made in 2023, (iv) $850 in employer contributions made to a health savings account, (v) $1,200 for a monthly mobile phone stipend or fees and (vi) $900 for a monthly internet stipend or fees.

  74. Summary Compensation Table

    | | 43 | 2025 Proxy Statement |

  75. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table summarizes the awards granted to each of the NEOs during the fiscal year ended December 31, 2024.

  76. Grant of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(1) | Target (#)(1) | Maximum (#)(1) | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($)(4) | | John D. Moragne | 2/28/24 | — | — | — | — | — | — | 51,631(2) | 760,008 | | | 2/28/24 | — | — | — | — | — | — | 161,346(3) | 2,375,013 | | | 2/28/24 | — | — | — | 38,724 | 77,447 | 158,894 | — | 1,226,760 | | | — | 360,000 | 720,000 | 1,440,000 | — | — | — | — | — | | Ryan M. Albano | 2/28/24 | — | — | — | — | — | — | 38,724(2) | 570,017 | | | 2/28/24 | — | — | — | — | — | — | 80,673(3) | 1,187,507 | | | 2/28/24 | — | — | — | 29,043 | 58,085 | 116,170 | — | 920,066 | | | — | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | Kevin M. Fennell | 2/28/24 | — | — | — | — | — | — | 19,362(2) | 285,009 | | | 2/28/24 | — | — | — | — | — | — | 80,673(3) | 1,187,507 | | | 2/28/24 | — | — | — | 14,522 | 29,043 | 58,086 | — | 460,041 | | | — | 187,500 | 375,000 | 750,000 | — | — | — | — | — | | Michael B. Caruso | 2/28/24 | — | — | — | — | — | — | 30,979(2) | 456,011 | | | 2/28/24 | — | — | — | — | — | — | 37,110(3) | 546,259 | | | 2/28/24 | — | — | — | 3,873 | 7,745 | 15,490 | — | 122,681 | | | — | 85,500 | 149,625 | 213,750 | — | — | — | — | — | | William D. Garner | 2/28/24 | — | — | — | — | — | — | 6,454(2) | 95,003 | | | 3/19/24 | — | — | — | — | — | — | 20,255(2) | 252,172 | | | 3/19/24 | — | — | — | — | — | — | 33,757(3) | 504,330 | | | 3/19/24 | — | — | — | 3,376 | 6,752 | 13,504 | — | 106,952 | | | — | 85,500 | 185,250 | 285,000 | — | — | — | — | — |

  77. Grant of Plan-Based Awards

    (1) Represents grant of performance-based restricted stock units made on February 28, 2024 with market vesting conditions. Under the terms of the award agreement, the restricted stock units are scheduled to vest on February 28, 2027, with the ability to earn shares of the Company’s Common Stock in a range of 0% to 200% of the awarded number of restricted stock units based on linear interpolation of the relative total shareholder return of shares of the Company’s Common Stock relative to the total shareholder return of other publicly traded REIT companies in a selected peer group identified in the award agreement and the MSCI US REIT index. (2) Represents grant of time-based restricted shares made on February 28, 2024 (and March 19, 2024 for Mr. Garner) other than the 2024 equity retention awards. Under the terms of the award agreement, the restricted shares (excluding the one-time grants for Messrs. Caruso and Garner) are scheduled to vest in equal installments on each of February 28, 2025, February 28, 2026, February 28, 2027, and February 28, 2028. The one-time grants for Messrs. Caruso, and Garner are each scheduled to vest in equal installments on each of February 28, 2025, February 28, 2026, and February 28, 2027. (3) Represents grant of the one-time cliff-vesting 2024 equity retention awards made in the form of restricted shares on February 28, 2024 (March 19, 2024 for Mr. Garner). Under the terms of the award agreement, the restricted shares are scheduled to vest in full on February 28, 2029. (4) Grant date fair value of restricted stock units with market vesting conditions assumes that awards will vest at target. If highest levels of market conditions are achieved, grant date fair value would be higher.

  78. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  79. Outstanding Equity Awards Table for Fiscal Year End

    Outstanding Equity Awards Table for Fiscal Year End

  80. Outstanding Equity Awards Table for Fiscal Year End

    | Name | Year of Grant | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Yet Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | John D. Moragne | 2021 | 3,761(3) | 59,649 | — | — | | | 2022 | 8,166(3) | 129,513 | 12,249 | 194,269 | | | 2023 | 33,498(3) | 531,278 | 33,499 | 531,286 | | | 2024 | 212,977(3) | 3,377,815 | 154,894 | 2,456,619 | | Ryan M. Albano | 2021 | 3,761(4) | 59,649 | — | — | | | 2022 | 8,166(4) | 129,513 | 12249 | 194,269 | | | 2023 | 25,124(4) | 398,467 | 25124 | 398,467 | | | 2024 | 119,397(4) | 1,893,636 | 116,170 | 1,842,456 | | Kevin M. Fennell | 2021 | 1,477(5) | 23,425 | — | — | | | 2022 | 1,747(5) | 27,707 | 749 | 11,879 | | | 2023 | 23,728(5) | 376,326 | 12,562 | 199,233 | | | 2024 | 100,035(5) | 1,586,555 | 58,086 | 921,244 | | Michael B. Caruso | 2021 | 1,477(6) | 23,425 | — | — | | | 2022 | 1,905(6) | 30,213 | 817 | 12,958 | | | 2023 | 6,281(6) | 99,617 | 2792 | 44,281 | | | 2024 | 68,089(6) | 1,079,892 | 15,490 | 245,671 | | William D. Garner | 2021 | 537(7) | 8,517 | — | — | | | 2022 | 1,134(7) | 17,985 | — | — | | | 2023 | 4,188(7) | 66,422 | — | — | | | 2024 | 60,466(7) | 958,991 | 13,504 | 214,173 |

  81. Outstanding Equity Awards Table for Fiscal Year End

    (1) Value based on the per-share closing market price of the Company’s Common Stock on December 31, 2024, which was $15.86. (2) The number of performance-based restricted stock units with respect to the Company’s Common Stock included in this column includes the maximum number of performance-based restricted stock units for the 2024 grants, the threshold number of performance-based restricted stock units for the 2023 grants, and the threshold number of performance-based restricted stock units for the 2022 grants, each subject to vesting based on total shareholder return as described in the Grants of Plan-Based Awards Table. (3) Mr. Moragne’s restricted shares are scheduled to vest as follows: (i) 28,157 restricted shares will vest on February 28, 2026, (ii) 24,074 restricted shares will vest on February 28, 2027, (iii) 12,907 restricted shares will vest on February 28, 2028, and (iv) 161,346 restricted shares will vest on February 28, 2029. 31,918 of Mr. Moragne’s restricted shares vested in February 2025. (4) Mr. Albano’s restricted shares are scheduled to vest as follows: (i) 22,139 restricted shares will vest on February 28, 2026, (ii) 18,055 restricted shares will vest on February 28, 2027, (iii) 9,681 restricted shares will vest on February 28, 2028, and (iv) 80,673 restricted shares will vest on February 28, 2029. 25,900 of Mr. Albano’s restricted shares vested in February 2025. (5) Mr. Fennell’s restricted shares are scheduled to vest as follows: (i) 15,484 restricted shares will vest on February 28, 2026, (ii) 9,028 restricted shares will vest on February 28, 2027, (iii) 4,840 restricted shares will vest on February 28, 2028, and (iv) 80,673 restricted shares will vest on February 28, 2029. 16,962 of Mr. Fennell’s restricted shares vested in February 2025. (6) Mr. Caruso’s restricted shares are scheduled to vest as follows: (i) 12,404 restricted shares will vest on February 28, 2026, (ii) 11,451 restricted shares will vest on February 28, 2027, (iii) 2,904 restricted shares will vest on February 28, 2028, and (iv) 37,110 restricted shares will vest on February 28, 2029. 13,883 of Mr. Caruso’s restricted shares vested in February 2025. (7) Mr. Garner’s restricted shares are scheduled to vest as follows: (i) 10,046 restricted shares will vest on February 28, 2026, (ii) 9,480 restricted shares will vest on February 28, 2027, (iii) 2,457 restricted shares will vest on February 28, 2028, and (iv) 33,757 restricted shares will vest on February 28, 2029. 10,585 of Mr. Garner’s restricted shares vested in February 2025.

  82. Outstanding Equity Awards Table for Fiscal Year End

    | | 47 | 2025 Proxy Statement |

  83. Stock Vested and Settled

    Stock Vested and Settled The following table summarizes the number of securities underlying the equity awards held by each of the NEOs as of the fiscal year ended December 31, 2024.

  84. Stock Vested and Settled

    | Name | Number of shares Acquired on Vesting (#)(1) | Value Realized on Settlement or Vesting ($)(2) | | John D. Moragne | 22,426 | 334,372 | | Ryan M. Albano | 19,634 | 292,743 | | Kevin M. Fennell | 13,342 | 198,929 | | Michael B. Caruso | 7,169 | 106,890 | | William D. Garner | 2,988 | 44,551 |

  85. Stock Vested and Settled

    (1) For each of Messrs. Moragne, Albano, Fennell, Caruso, and Garner, an aggregate of 11,449, 8,116, 4,810, 2,585, and 876 restricted shares, respectively, were withheld to cover taxes. (2) Represents the fair value of the shares of the Company’s Common Stock following the lapse of the vesting conditions for the restricted shares.

  86. Potential Payments in Event of Termination or Change in Control

    Potential Payments in Event of Termination or Change in Control

  87. Description of the 2020 Omnibus Equity Incentive Plan

    | CEO PAY RATIO |

  88. Description of the 2020 Omnibus Equity Incentive Plan

    | PAY VERSUS PERFORMANCE DISCLOSURE |

  89. Pay Versus Performance Table

    Pay Versus Performance Table As required by the Securities and Exchange Commission, the following table is intended to illustrate compensation “actually paid” to our NEOs as compared to (i) our total shareholder return (“TSR”) performance (on an absolute and relative basis), (ii) net income, and (iii) AFFO per share, the company’s selected measure. Differences in our summary compensation table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, and the probability assessment of performance under our performance share plan (“PSP”) at the end of each fiscal year. The tabular and narrative disclosures provided below are intended to be calculated in a manner consistent with the applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate. The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation (calculated in the same manner as used for the Summary Compensation Table for our principal executive officer (“PEO”) and, as an average, for our other NEOs (“Non-PEO NEOs”), (ii) a measure of compensation referred to as “compensation actually paid” (or “CAP”) and calculated in accordance with the available SEC guidance for our PEO and, as an average, for our Non-PEO NEOs, and (iii) certain financial performance measures, in each case, for our four most recently completed fiscal years.

  90. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO (Mr. Czarnecki) ($)(1) | Compensation Actually Paid to PEO (Mr. Czarnecki) ($) | Summary Compensation Table Total for PEO (Mr. Moragne) ($)(1) | Compensation Actually Paid to PEO (Mr. Moragne) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) | Company TSR ($)(3) | MSCI US REIT TSR ($)(3) | Net Income (Loss) ($ in thousands) | AFFO per Share ($) | | 2024 | - | - | 6,613,722 | 7,479,764 | 2,708,110 | 2,748,950 | 127.50 | 143.91 | 168,989 | 1.43 | | 2023 | 944,354 | 1,141,357 | 4,195,587 | 4,328,743 | 1,854,801 | 1,940,204 | 129.11 | 132.33 | 163,312 | 1.41 | | 2022 | 4,464,584 | 2,089,127 | - | - | 1,522,899 | 1,018,133 | 113.34 | 116.34 | 129,475 | 1.40 | | 2021 | 4,428,205 | 5,989,430 | - | - | 1,475,820 | 1,615,407 | 163.55 | 154.12 | 109,528 | 1.31 | | 2020 | 3,321,219 | 3,269,024 | - | - | 1,654,863 | 1,636,608 | 123.29 | 107.73 | 56,276 | 1.41 |

  91. Pay Versus Performance Table

    (1) In accordance with applicable SEC rules, since Mr. Czarnecki and Mr. Moragne each served as CEO during 2023, they are both included in the table above as a PEO. (2) Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  92. Pay Versus Performance Table

    | Year | PEO 1 | PEO 2 | Non-PEO NEOs | | 2024 | - | John D. Moragne | Ryan M. Albano, Kevin M. Fennell, Michael B. Caruso, William D. Garner | | 2023 | Christopher J. Czarnecki | John D. Moragne | Ryan M. Albano, Roderick A. Pickney, John D. Callan, Jr., Kevin M. Fennell | | 2022 | Christopher J. Czarnecki | - | Ryan M. Albano, John D. Moragne, Roderick A. Pickney, John D. Callan, Jr. | | 2021 | Christopher J. Czarnecki | - | Ryan M. Albano, John D. Moragne, Roderick A. Pickney, Andrea T. Wright, Sean T. Cutt | | 2020 | Christopher J. Czarnecki | - | Ryan M. Albano, John D. Moragne, Sean Cutt |

  93. Pay Versus Performance Table

    Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined based on the stock price at the end of each fiscal year taking into account the probable outcome as of the end of the year for outstanding performance awards. The following table sets forth the adjustments we made in the pay-versus-performance table in order to arrive at the amount of compensation “actually paid” to our NEOs:

  94. Pay Versus Performance Table

    | | 60 | 2025 Proxy Statement |

  95. Pay Versus Performance Table

    | Adjustments to Determine Compensation “Actually Paid” for PEO1 (Mr. Czarnecki) | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | | 0 | (2,552,546) | (2,373,361) | (2,000,000) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | | 0 | 1,762,157 | 3,433,452 | 1,910,244 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | | (87,815) | (1,713,018) | 357,855 | 0 | | Increase for Fair Value of Awards Granted during year that Vested | | 0 | 0 | 0 | 0 | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | | 76,995 | (126,447) | (36,878) | 0 | | Increase based on Dividends paid or accrued prior to Vesting Date of Award | | 207,823 | 254,397 | 180,157 | 37,561 | | Total Adjustments | | 197,003 | (2,375,457) | 1,561,225 | (52,195) | | Adjustments to Determine Compensation “Actually Paid” for PEO2 (Mr. Moragne) | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (4,361,782) | (2,393,189) | | | | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 4,791,223 | 2,333,846 | | | | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | 435,130 | (39,104) | | | | | Increase for Fair Value of Awards Granted during year that Vested | 0 | 0 | | | | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 371,124 | 27,857 | | | | | Increase based on Dividends paid or accrued prior to Vesting Date of Award | (369,653) | 203,746 | | | | | Total Adjustments | 866,042 | 133,156 | | | | | Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs (Average) | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (1,685,998) | (973,182) | (639,825) | (577,410) | (700,000) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 1,843,433 | 970,537 | 444,440 | 586,055 | 668,598 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | (145,465) | (8,607) | (336,188) | 58,534 | 0 | | Increase for Fair Value of Awards Granted during year that Vested | 0 | 0 | 0 | 55,068 | 0 | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | (108,736) | 13,349 | (30,821) | (15,831) | 0 | | Increase based on Dividends paid or accrued prior to Vesting Date of Award | 137,606 | 83,306 | 57,629 | 33,171 | 13,147 | | Total Adjustments | (40,840) | 85,403 | (504,766) | 139,587 | (18,255) |

  96. Pay Versus Performance Table

    The reported cumulative TSR is calculated by the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s closing share price at the end of the first trading day, September 17, 2020 ($16.30), and at the end of the measurement period, based on an initial $100 investment on this date.

  97. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the descriptions below of the relationships between the reported CAP amounts and each of the financial performance measures presented in the Pay Versus Performance Table. While the Company utilizes several financial performance measures to provide incentives to the executives with a goal of aligning executive compensation with Company

  98. Analysis of the Information Presented in the Pay Versus Performance Table

    | | 61 | 2025 Proxy Statement |

  99. Analysis of the Information Presented in the Pay Versus Performance Table

    performance, all of these performance measures are not presented in the Pay Versus Performance Table. Moreover, the Company makes compensation decisions based on a number of factors, as more fully described in the section of this Proxy Statement entitled “Compensation Discussion and Analysis,” and has not, specifically evaluated the performance measures reported in the Pay Versus Performance Table with the NEOs’ CAP amounts (as calculated in accordance with Item 402(v) of Regulation S-K) for a particular year. Therefore, the alignment outcomes reported below may not accurately reflect the Company’s goals of linking pay with performance and aligning the interests of NEOs with those of our stockholders.

  100. Compensation Actually Paid and AFFO Per Share

    Compensation Actually Paid and AFFO Per Share While the Company also uses other financial performance measures for the purpose of evaluating performance for the Company’s executive compensation programs, the Company has determined that AFFO Per Share is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the NEOs, for 2024, to the Company’s performance. We believe that AFFO Per Share is a useful supplemental measure for investors to consider both because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses, and because it is the most significant financial measure used for determination of bonus amounts pursuant to the Company’s 2024 annual incentive program. Notably, the trajectory of AFFO Per Share performance since 2020 is greatly impacted by the initial public offering (“IPO”) of the Company’s Common Stock in September 2020, which had a dilutive impact on AFFO Per Share. Even though the Company’s reported AFFO Per Share decreased from 2020 to 2021, our reported AFFO Per Share in 2021 represents a 9.2% increase over our Q4 2020 (post-IPO) annualized results. Over 2022 and 2023, the Company maintained AFFO per Share of $1.40 and $1.41, respectively, matching the historical four-year high in 2020. In 2024, the Company reported AFFO per Share of $1.43, reflecting a historical high since 2020. Accordingly, while the following graph demonstrates that the CAP amounts for our PEO and other NEOs are not fully aligned with the Company’s “company-selected measure” of AFFO Per Share over the four years presented in the Pay Versus Performance Table, we believe that the AFFO Per Share performance is aligned with the Company’s compensation practices. Further, because AFFO Per Share is only one of several factors used in our annual incentive program, and a significant portion of each NEO’s compensation is tied to long-term incentive awards, CAP values are more directly influenced by fluctuations in our share price than by our AFFO Per Share results when considered as a single measure.

  101. Compensation Actually Paid and AFFO Per Share

    | | 62 | 2025 Proxy Statement |

  102. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) As is typical for a company in the REIT industry, the Company does not consider net income (loss) as a key indicator of Company performance or stockholder value creation, and as such, it is not used directly as a performance metric in either the annual incentive program or the long-term incentive program. Therefore, there is no specific relationship between the Company’s net income (loss) outcome for a particular year and our compensation decisions.

  103. Compensation Actually Paid and Net Income (Loss)

    | | 63 | 2025 Proxy Statement |

  104. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the CAP amounts for our executives are generally aligned with the Company’s cumulative TSR over the five years presented in the Pay Versus Performance Table. In 2024, the increase in CAP is driven by the fair value of equity awards granted in 2024, including those granted for retention and promotion as previously described. The alignment of CAP amounts with the Company’s cumulative TSR over the period presented reflects the fact that a significant portion of compensation to our PEO and other NEOs is comprised of equity awards.