DEF 14A of NETSTREIT Corp., Apr 1, 2024

DEF 14A of NETSTREIT Corp.

Filed Apr 1, 2024 · FY20230001104659-24-041411

Open on EDGAR

  1. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 16, 2024

    | 39 | Compensation Committee Report | | 40 | Audit Committee Report | | 41 | Pay Ratio | | 42 | Pay Versus Performance | | 44 | Performance Measures | | 44 | Analysis of the Information Presented in the Pay Versus Performance Table | | 46 | Fees of Independent Accountants | | 47 | Certain Relationships and Related Party Transactions | | 48 | Ratification of Retention of Independent Registered Public Accounting Firm | | 49 | Advisory Vote on Executive Compensation | | 50 | Questions and Answers About the Annual Meeting | | 50 | Why did you send me this Proxy Statement? | | 50 | Who can vote at the Annual Meeting? | | 50 | How many shares must be present to conduct the Annual Meeting? | | 50 | What matters are to be voted on at the Annual Meeting? | | 50 | How does the Board recommend that I vote? | | 51 | How do I vote at the Annual Meeting? | | 51 | What does it mean if I receive more than one notice of internet availability of proxy materials? | | 51 | May I change my vote? | | 51 | What vote is required to elect directors and approve the other matters described in this Proxy Statement? | | 52 | What is the difference between holding shares as a stockholder of record and as a beneficial owner? | | 52 | How do I vote if my bank or broker holds my shares in “street name”? | | 52 | How many votes do I have? | | 52 | How will the votes be counted at the Annual Meeting? | | 52 | How will the Company announce the voting results? | | 52 | Who pays for the Company’s solicitation of proxies? | | 53 | What is “householding” and how does it work? | | 53 | How do I participate in the Annual Meeting? | | 54 | STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS | | 55 | Other Matters | | A-1 | Appendix A — Reconciliation of Non-Gaap Financial Measures |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Director Since | Board Committees | | | | | | | Independent | Audit | Comp | Nominating | | Mark Manheimer | 2019 | | | | | | Todd Minnis | 2019 | | | | | | Michael Christodolou | 2020 | | | | | | Heidi Everett | 2020 | | | | | | Matthew Troxell | 2019 | | | | | | Lori Wittman | 2019 | | | | | | Robin Zeigler | 2020 | | | | |

  4. Director Nominees

    | = Chair of Board/Committee | = Member of Committee | Director Term: One Year | Board Meetings in 2023: 6 | | Standard Board Committee Meetings in 2023: Audit (4), Compensation (5), Nominating (4) | | | |

  5. Director Nominees

    | 6 | 2024 PROXY STATEMENT | |

  6. Director Nominees

    Business Highlights

  7. Executive Compensation Highlights

    Executive Compensation Highlights Pay program aligned with Company performance and business strategy. Our annual and long-term incentive plan performance measures are well aligned with our business strategy, correlative to total shareholder return, and intended to drive positive performance • Clawback of incentive compensation. Our clawback policy applies to all incentive-based cash and equity compensation granted to current and former executive officers • Robust stock ownership guidelines. We have adopted stock ownership guidelines that are applicable to all executive officers, including our Chief Executive Officer, and all non-employee directors. The stock ownership guideline for our CEO is six times his annual base salary • Equity retention requirement. Until an individual subject to the stock ownership guidelines satisfies the applicable stock ownership requirement, he or she must retain 50% of the net shares issued upon exercise, vesting, settlement or earn-out of an equity award • Independent compensation consultant for the Compensation Committee. Our Compensation Committee has engaged Ferguson Partners Consulting L.P. as its independent compensation consultant • Post-vest holding period required for performance awards. Any shares received upon vesting of performance stock units generally cannot be sold or transferred until one year following the vesting of such awards • Policy prohibiting hedging or pledging of Company stock. We maintain a formal policy prohibiting our directors, officers and employees from entering into hedging transactions involving Company stock and pledging Company stock as collateral for loans

  8. Director Biographical Information

    Director Biographical Information The names of our directors, certain biographical information about our directors, and the experiences, qualifications or skills that the Nominating Committee considered when recommending the directors for nomination, are set forth below. Ages are as of March 19, 2024.

  9. Director Biographical Information

    | Mark Manheimer | Mr. Manheimer has served as our President, Chief Executive Officer and director since October 2019. Prior to that, Mr. Manheimer served as Chief Investment Officer of EB Arrow and Fund Manager of EB Arrow’s Single Tenant Net Lease Group from February 2018 to October 2019. From 2012 through 2016, Mr. Manheimer was Executive Vice President — Head of Asset Management of Spirit (NYSE: SRC), a REIT that invests primarily in single tenant net leased real estate. Mr. Manheimer was a member of Spirit’s Investment Committee and Executive Committee. Prior to Spirit, Mr. Manheimer was the Head of Sale Leaseback Acquisitions at Cole, a real estate investment services company, from 2009 to 2012. Mr. Manheimer previously worked at Realty Income Corporation (NYSE: O), a REIT that invests in free standing, single tenant commercial properties that are subject to triple net leases, underwriting net lease real estate transactions, at Patriarch Partners, a private investment firm, investing and managing distressed debt and equity investments, and at First Union Securities, a financial services firm, in their Leveraged Finance department. Mr. Manheimer holds a B.S. in Finance from the University of Florida and an M.B.A. from the University of Notre Dame. Mr. Manheimer’s industry experience, leadership abilities and strategic insight make him a valued member of the Board. | | | | | Director, President, Chief Executive Officer and Secretary Age: 47 Board Committees: None | |

  10. Director Biographical Information

    | Todd Minnis | Mr. Minnis has served as the Chair of the Board since October 2019. Mr. Minnis founded EB Arrow, a real estate investment platform specializing in retail property investment, in 2009 as its Managing Partner and has served as its Chief Executive Officer since May 2009. Prior to EB Arrow, Mr. Minnis served as the Managing Director of Cypress Equities, the development subsidiary of The Staubach Company, from 2003 to 2009 and worked at The Staubach Company from 1992 to 2003. Mr. Minnis holds a B.S. in Economics and a B.A. in Foreign Languages from Southern Methodist University and an M.B.A. from the University of Texas at Austin McCombs School of Business. Mr. Minnis’ leadership, executive and business experience, along with over 25 years of experience in the commercial real estate investment industry make him a valued member of the Board. | | | | | Chair of the Board Age: 53 Board Committees: None | |

  11. Director Biographical Information

    | 10 | 2024 PROXY STATEMENT | |

  12. Director Biographical Information

    | Michael Christodolou | Mr. Christodolou has served as a director since August 2020. Mr. Christodolou is the Manager of Inwood Capital Management LLC, an investment management firm he founded in 2000. From 1988 to 1999, Mr. Christodolou was employed by Bass Brothers/Taylor & Company, an investment firm. Mr. Christodolou has served as a director of Lindsay Corporation (NYSE: LNN), a manufacturer of agricultural irrigation and transportation infrastructure products, since 1999 and served as Chair of the Board of Lindsay Corporation from 2003 to 2015. He currently serves as a member of Lindsay Corporation’s Audit Committee and Corporate Governance and Nominating Committee. From 2016 until it was acquired in 2017, Mr. Christodolou served on the Board of Directors of Omega Protein Corporation, a nutritional products company. From 2015 to 2016, Mr. Christodolou served on the Board of Directors of Farmland Partners, Inc. (NYSE: FPI), a REIT that acquires and owns high quality North American farmland. Mr. Christodolou also previously served on the Board of Directors of XTRA Corporation from 1998 until 2001 when it was acquired by Berkshire Hathaway Inc. Mr. Christodolou received an M.B.A. and a B.S. in Economics from the Wharton School. Mr. Christodolou’s knowledge of the investment and capital markets and his experience as a director of public companies make him a valued member of the Board. | | | | | Director Age: 62 Board Committee: • Audit Committee | |

  13. Director Biographical Information

    | Heidi Everett | Ms. Everett has served as a director since August 2020. Ms. Everett is the President and Chief Executive Officer of Star Cypress Partners, LLC, a management consulting company that she founded in 2012. Previously, Ms. Everett was Vice President of The Wentworth Group, a private equity firm, and a Board Director for the Stafford Family Foundation. Prior to that, Ms. Everett was Lead Associate at Booz Allen Hamilton, an information technology consulting firm, within the Strategy & Organization Team from 2004 to 2011. From 1999 to 2003, Ms. Everett served as a Captain in the United States Air Force. Ms. Everett received an M.B.A. in Strategy and Operations from Georgetown University — The McDonough School of Business and a B.S. in Biology from Duke University. Ms. Everett’s broad consulting experience, in particular in strategy and organizational development, change management and workforce development, gives her a unique perspective that makes her a valued member of the Board. | | | | | Director Age: 46 Board Committees: • Compensation Committee • Nominating Committee | |

  14. Director Biographical Information

    | 11 | 2024 PROXY STATEMENT | |

  15. Director Biographical Information

    | Matthew Troxell, CFA® | Mr. Troxell has served as a director since December 2019. From 1994 through December 2019, Mr. Troxell was a Managing Director of AEW Capital Management, LP (“AEW”), a real estate investment manager, where he served on both the Management and Risk Management Committees. He started and headed AEW’s Real Estate Securities Group, whose assets under management grew to $10 billion. As Senior Portfolio Manager, he was responsible for all of AEW’s U.S. and global REIT portfolios, and managed a team with offices in Boston, London, and Singapore. Prior to joining AEW, he was a Vice President of Landmark Land Company, a diversified real estate and financial services company, from 1984 to 1992. From 1980 to 1984, he was an equity securities analyst covering financials at A.G. Becker Paribas. Mr. Troxell received his B.A. in Economics from Tufts University and is a CFA charterholder. Mr. Troxell’s REIT investment experience and strategic insight make him a valued member of the Board. | | | | | Director Age: 66 Board Committees: • Audit Committee • Compensation Committee (Chair) | |

  16. Director Biographical Information

    | Lori Wittman | Ms. Wittman has served as a director since December 2019 and, in November 2022, was appointed to serve as our Interim Chief Financial Officer and Treasurer until April 2023. Since April 2023, Ms. Wittman has served as Executive Vice President and Chief Financial Officer of Aventine Property Group, Inc., a privately-held REIT. Ms. Wittman previously served as an advisor to Big Rock Partners Acquisition Corp. (“Big Rock”), a blank check company, from February 2020 until the closing of its business merger in May 2021. From September 2017 to February 2020, Ms. Wittman served as Chief Financial Officer and a member of the Board of Directors of Big Rock. From 2015 to 2017, Ms. Wittman was the Chief Financial Officer of Care Capital Properties, Inc. (NYSE: CCP), a public healthcare REIT with a diversified portfolio of triple net leased properties, which merged with Sabra Healthcare REIT, Inc. in 2017. Previously, Ms. Wittman was Senior Vice President of Capital Markets and Investor Relations at Ventas, Inc., a REIT focused on the healthcare sector from 2011 to 2015. Prior to her time at Ventas, Ms. Wittman served in a number of finance, accounting and capital markets related roles at various companies, including General Growth Properties, Big Rock Partners, LLC and Heitman Financial. Ms. Wittman was a director of IMH Financial Corporation (“IMH”), a real estate investment and finance company, from July 2014 until November 2020, and served as Chair of the Compensation Committee and as a member of the Audit Committee of IMH. Ms. Wittman has also served as a director of Global Medical REIT Inc. (NYSE: GMRE), a REIT engaged primarily in the acquisition of healthcare facilities, since May 2018, and currently serves as Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee. Ms. Wittman served as a director of Freehold Properties, a real estate investment company, from May 2019 until March 2023 and served as the Chair of the Audit Committee during that time. Ms. Wittman received an M.B.A., Finance and Accounting from the University of Chicago, an M.C.P., Housing and Real Estate Finance from the University of Pennsylvania and a B.A. from Clark University. Ms. Wittman’s thorough knowledge of finance, accounting, capital markets, taxes, control systems and her experience with REITs make her a valued member of the Board. | | | | | Director Age: 64 Board Committees: • Audit Committee (Chair) • Nominating Committee | |

  17. Director Biographical Information

    | 12 | 2024 PROXY STATEMENT | |

  18. Director Biographical Information

    | Robin Zeigler | Ms. Zeigler has served as a director since July 2020. Ms. Zeigler has served as the Founder and Chief Executive Officer of MURAL Real Estate Partners, a commercial real estate services firm, since May 2022. Since January 2022, Ms. Zeigler has served as a trustee of RLJ Lodging Trust (NYSE: RLJ), a lodging REIT. Ms. Zeigler has also served as a director of JLL Income Property Trust (Nasdaq: ZIPTMX), a non-traded REIT since July 2021. From March 2016 to May 2022, Ms. Zeigler served as Chief Operating Officer, Executive Vice President of Cedar Realty Investment Trust (NYSE: CDR), an equity REIT. From 2015 to 2016, Ms. Zeigler served as Executive Vice President — Head of Operations of Penzance, a commercial real estate investment company. Prior to that, Ms. Zeigler served as Chief Operating Officer, Mid-Atlantic Region of Federal Realty Investment Trust (NYSE: FRT), an equity REIT, from 2004 to 2015. Earlier in her career, Ms. Zeigler served in various roles at KeyBank Real Estate Capital, Lendlease Real Estate Investments and Ernst & Young LLP. Ms. Zeigler received an M.B.A. in Real Estate from Georgia State University and a B.S. in Accounting from Florida A&M University. Ms. Zeigler’s real estate investment experience and public company experience make her a valued member of the Board. | | | | | Director Age: 51 Board Committees: • Compensation Committee • Nominating Committee (Chair) | |

  19. Criteria for Selection of Directors

    Criteria for Selection of Directors The Nominating Committee is responsible for (i) reviewing the structure, organization, function and composition of the Board and its committees and make recommendations to the Board regarding changes to the size and composition of the Board or any committee thereof, (ii) identifying, recruiting, screening and interviewing individuals that the Nominating Committee believes are qualified to become Board members, and selecting, or recommending that the Board select, the director nominees to stand for election at each annual meeting of stockholders of the Company in which directors will be elected, (iii) considering potential director candidates validly recommended by the Company’s stockholders in the same manner as nominees identified by the Nominating Committee. Pursuant to our Corporate Governance Guidelines, directors should be able to read and understand financial statements, understand our industry and possess the highest personal and professional ethics, integrity and values. In considering candidates recommended by the Nominating Committee, the Board intends to consider such factors as: (i) current or recent experience as a senior executive of a public company or as a leader of another major complex organization; (ii) experience as a director of a public company; (iii) business and financial expertise; (iv) ability to make sound business judgements; (v) general understanding of the Company’s business; (vi) current or prior industry experience; (vii) current employment; (viii) diversity of thought, personal background, perspective, experience, skill, education, national origin, gender, race, age, culture and current affiliations; (ix) having sufficient time to devote to the affairs of the Company; and (x) ability to work constructively with other members and management (where appropriate) to accomplish and effect their duties.

  20. Compensation Committee

    annually evaluate and approve appropriate compensation for non-employee directors; • review and approve any clawback policy; • review and discuss with management our compensation discussion and analysis required by SEC regulations and recommending to the Board that such compensation discussion and analysis be included in our annual report; and • prepare the compensation committee report to be included in our proxy statement. Our Compensation Committee consists of three members, Matthew Troxell, Heidi Everett and Robin Zeigler, with Mr. Troxell serving as chair. Our Board has affirmatively determined that all directors who serve on the Compensation Committee are independent under applicable NYSE rules and that each member of our Compensation Committee meets the definition of a “non-employee trustee” for the purposes of serving on our Compensation Committee under the Exchange Act. The Compensation Committee also has the authority, in its sole discretion, to select and retain any compensation consultant to be used by the Company to assist with the execution of the Compensation Committee’s duties and responsibilities, or to engage independent counsel or other advisors as it deems necessary or appropriate to carry out its duties. The Compensation Committee engaged Ferguson Partners Consulting L.P. (“FP”), a nationally recognized compensation consulting firm, as an independent compensation consultant in the last fiscal year to assist with advice on executive compensation, director compensation, and incentive plan design. The Compensation Committee has the sole authority to hire, fire and direct the work of FP. The mandate of the consultant is to serve the Company and work with the Compensation Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, program design, market trends and technical considerations. As part of this process, the Compensation Committee reviewed a comprehensive analysis of peer group companies provided by FP. See “Compensation Discussion and Analysis — Peer Group Development Process and How We Used the Data.” Other than with respect to consulting on executive and director compensation matters, FP has performed no other services for the Compensation Committee or the Company. The Compensation Committee has reviewed the independence of FP in light of, among other things, SEC rules and NYSE listing standards regarding compensation consultants and has concluded that FP’s work for the Compensation Committee does not raise any conflict of interest.

  21. Director Compensation Program

    Director Compensation Program The following table presents information regarding the compensation earned or paid during fiscal year 2023 to our non-employee directors who served on the Board during the year. Directors who are employees of us or any of our subsidiaries do not receive any compensation for their services as directors. Ms. Wittman served as Interim Chief Financial Officer and Treasurer through April 7, 2023. On April 7, 2023, Ms. Wittman voluntarily resigned as Interim Chief Financial Officer and Treasurer and continued as a director of the Company. Information about her compensation information is reported in the “Executive Compensation” section below.

  22. Director Compensation Program

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Todd Minnis | 88,791(2) | 90,000 | — | 178,791 | | Matthew Troxell | 95,000(3) | 90,000 | — | 185,000 | | Robin Zeigler | 87,500(3) | 90,000 | — | 177,500 | | Heidi Everett | 75,000 | 90,000 | — | 165,000 | | Michael Christodolou | 78,791(2)(3) | 90,000 | — | 168,791 |

  23. Director Compensation Program

    (1) The amounts reported in this column represent for each non-employee director, the grant date fair value of the annual restricted stock unit (“RSU”) awards of 4,458 RSUs granted to our non-employee directors in 2023. The grant date fair value of each award was calculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the RSU awards, please see Note 10 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As of December 31, 2023, each non-employee director held 4,458 unvested RSUs. (2) Effective at the annual meeting of stockholders held in 2023, Mr. Minnis ceased to serve as a member of the Audit Committee, Mr. Christodolou ceased to serve as Chair of the Audit Committee and Ms. Wittman became Chair of the Audit Committee and a member of the Nominating Committee. Fees earned or paid in cash for Mr. Minnis include fees for service on the Audit Committee and for Mr. Christodolou include fees for service as Chair of the Audit Committee for a portion of 2023. Includes fees paid for service on a former committee of the Board.

  24. Director Compensation Program

    | 20 | 2024 PROXY STATEMENT | |

  25. Director Compensation Program

    Director Compensation Program Our Board has established a compensation program for our non-employee directors. Effective January 1, 2022, our non-employee directors received the following: • Annual Cash Retainer: Annual cash retainer of $60,000, payable in quarterly installments in arrears (and prorated for partial service). • Chair Fees: The additional annual cash retainer amount of $25,000 is payable to either an independent Chair or a lead independent director. The Chairs of the Audit Committee, the Compensation Committee and the Nominating Committee will receive additional annual cash retainers of $20,000, $15,000 and $15,000, respectively. • Committee Fees: Non-Chair members of the Audit Committee, the Compensation Committee and the Nominating Committee will receive additional annual cash retainers of $10,000, $7,500 and $7,500, respectively. • Equity Awards: Annual award of RSUs with a value at grant of approximately $90,000 vesting on the first anniversary of the grant date, generally subject to continued service as a director through the vesting date. We also reimburse our directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including without limitation travel expenses in connection with their attendance in-person at Board and committee meetings. The Company has stock ownership guidelines with respect to non-employee directors. See “Compensation Discussion and Analysis — Governance and Other Considerations — Stock Ownership Requirements” for additional information.

  26. Say on Pay Advisory Vote Results and Stockholder Outreach

    | Compensation Factor | Feedback and Analysis | Actions Taken | | Peer Group Composition | • Peer group should include better size comparisons to ensure the Company makes appropriate pay level decisions | • Removed 4 of the largest companies from our peer group • Added 3 additional REITs, all of whom are smaller than us in terms of implied equity market capitalization | | Severance Benefits | • The Board should not provide severance benefits to executive officers for voluntary resignations | • The Board confirmed that it does not intend to provide severance benefits to executive officers under such circumstances in the future, consistent with market best practices • The Board also affirmed its commitment to enhance and provide greater transparency in disclosure regarding executive severance arrangements | | Stockholder Alignment and Governance Enhancements | • Based on a market review of current best practices from our independent | • To further strengthen the alignment between our executive officers and our |

  27. Say on Pay Advisory Vote Results and Stockholder Outreach

    | Compensation Factor | Feedback and Analysis | Actions Taken | | | compensation consultant, it was noted that best practice includes strong alignment between stockholder and management interests and a transparent, pay-for-performance structure (no stockholder feedback was negative about any of our current practices) | stockholders, in February 2024, the Board (i) increased the CEO’s stock ownership requirement from 5X to 6X annual salary and (ii) provided executive officers with the ability to elect to receive RSUs in lieu of up to 75% of their STI compensation under the Alignment of Interest Program (an increase from 50% previously), which is described in the section entitled “Alignment of Interest” Program below |

  28. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant To assist with the analysis of executive compensation for fiscal year 2023, the Committee engaged FP as its independent compensation consultant. FP reports directly to the Committee, and the Committee has the sole authority to hire, fire and direct the work of FP. For fiscal year 2023, FP advised the Committee on a variety of compensation-related issues, including: (1) evaluating the current executive compensation program design and assisting in structuring an executive compensation program that meets the objectives described above; (2) identifying the appropriate mix of compensation components, including base salary, short-term incentives and long-term incentives to ensure proper incentive alignment; (3) reviewing the compensation practices of other REITs in order to evaluate market trends and compare our executive compensation program and compensation for other senior employees with our competitors; and (4) assisting with developing a peer group of companies for formal compensation benchmarking purposes. Through review and consultation with FP, the Committee assessed the independence of FP in light of, among other factors, the independence factors established by the NYSE. As a result of this assessment, the Committee has determined that FP’s work raised no conflict of interest currently or during the 2023 fiscal year.

  29. Peer Group Development Process and How We Used the Data

    Peer Group Development Process and How We Used the Data The Committee reviews and makes adjustments to the composition of the peer group on an annual basis, or more often as deemed necessary, to account for changes in both our business and the businesses of the companies in the peer group. The Committee does not have a specific target compensation level for the named executive officers. Instead, we review data concerning practices at our peer group companies and within the REIT industry as a reference point to assist in developing programs that will attract and retain talent and drive company performance. The peer groups established by the Committee in consultation with FP and used for 2023 and 2024 compensation decisions are set forth in the table below.

  30. Peer Group Development Process and How We Used the Data

    | Peer Company | Reviewed in 2022 for Setting 2023 Compensation(1) | Reviewed in 2023 for Setting 2024 Compensation(2) | | Agree Realty (ADC) | ✓ | ✓ | | Chatham Lodging Trust (CLDT) | ✓ | ✓ | | Essential Properties Realty Trust (EPRT) | ✓ | ✓ | | Four Corners Property Trust (FCPT) | ✓ | ✓ | | Getty Realty (GTY) | ✓ | ✓ | | Pebblebrook Hotel Trust (PEB) | ✓ | | | Retail Opportunity Investments (ROIC) | ✓ | ✓ | | RLJ Lodging Trust (RLJ) | ✓ | | | RPT Realty (RPT) | ✓ | | | SITE Centers (SITC) | ✓ | | | Spirit Realty Capital (SRC) | ✓ | | | Urban Edge Properties (UE) | ✓ | ✓ | | Community Healthcare Trust (CHCT) | | ✓ | | Peakstone Realty Trust (PKST) | | ✓ | | Plymouth Industrial REIT (PLYM) | | ✓ |

  31. Peer Group Development Process and How We Used the Data

    (1) Retail Opportunity Investments Corp. was added to our peer group for 2023 because it met the selection criteria set forth below under “2023 Peer Group Development Process.” Kite Realty Group Trust was removed from our peer group for 2023 because it became part of another organization through an acquisition. RPT Realty was removed from our peer group for 2024 because it became part of another organization through an acquisition.

  32. Peer Group Development Process and How We Used the Data

    | 25 | 2024 PROXY STATEMENT | |

  33. 2023 Peer Group Development Process

    2023 Peer Group Development Process In October 2022, the Committee, using information provided by FP, established the peer group shown above to be used in connection with making compensation decisions for 2023 based on two parameters: (1) industry focus; and (2) size, as measured by a company’s total enterprise value and implied equity market capitalization. Specifically, the Committee’s selection process focused primarily on triple-net lease free standing retail REITs and secondarily on other retail (excluding regional malls) and hospitality REITs, in each case of comparable size, with both total enterprise value and implied equity market capitalization generally between 0.25x and 3.0x of the Company’s then-current total enterprise value and implied equity market capitalization. In addition, the Committee approved three triple-net lease free standing retail REITs as “structure peers”: National Retail Properties, Inc., Realty Income Corporation and STORE Capital Corporation. The Committee uses both the peer group and the structure peers to assess the alignment of our executive compensation program structure with current market practices, but only the peer group is used to assess magnitude of compensation.

  34. 2024 Peer Group Development Process

    2024 Peer Group Development Process In October 2023, after considering stockholder feedback and using information provided by FP, the Committee established the peer group presented above to be used in connection with making compensation decisions for 2024, which, after removing several companies that were relatively larger in size than the Company (including Spirit Realty Capital, Pebblebrook Hotel Trust, and SITE Centers, each of whom had a total enterprise value more than 2.5 times the Company’s then-current total enterprise value) and adding three companies who were relatively closer in size to the Company (namely, Community Healthcare Trust, Peakstone Realty Trust, and Plymouth Industrial REIT, each of whom had a lower implied equity market capitalization than the Company’s then-current total enterprise value), is more reflective of the Company’s size. The Committee continued to use the structure peers identified above in 2024.

  35. Base Salary

    Base Salary We generally provide our named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salaries established for our named executive officers are intended to reflect each individual’s responsibilities, experience, historical performance and other discretionary factors deemed relevant by the Committee and have generally been set at levels deemed necessary to attract and retain talented individuals. Base salaries are also designed to provide our named executive officers with steady income during the course of the fiscal year that is not contingent on short-term variations in the Company’s operating performance. The initial base salary for our named executive officers is generally established in an employment agreement. Salary levels are reviewed annually as part of our performance review process as well as upon a promotion or other material change in job responsibility. Merit-based increases to salaries of the executives are based on the Committee’s assessment of the individual’s performance. When setting the annual base salaries of our executives, the Committee primarily considers the scope of an executive’s responsibilities, internal pay equity, the executive’s individual performance, and competitive market data. The Committee reviews these criteria collectively but does not assign a weight to any criterion when setting base salaries. Each base salary adjustment is made by the Committee subjectively based upon the foregoing. In early 2023, after considering the criteria described above and the fact that Mr. Manheimer received no base salary increase in 2022, the Committee determined to increase Mr. Manheimer’s 2023 base salary rate from its 2021 and 2022 level by approximately 17% to $700,000, which placed Mr. Manheimer’s 2023 base salary between the 25th and 50th percentiles of comparable salaries within our peer group for 2023. Further, in connection with Mr. Donlan’s appointment to Chief Financial Officer and Treasurer in April 2023 and after considering the criteria described above, the Committee set his base salary at $350,000, which placed Mr. Donlan’s 2023 base salary below the 25th percentile of comparable salaries within our peer group for 2023. Accordingly, the 2023 base salary rates for Messrs. Manheimer and Donlan were as follows:

  36. Short-Term Incentive Program

    Short-Term Incentive Program Our executive officers generally are eligible for STI based on Company performance, with payment amounts determined by the Committee based on the Committee’s assessment of performance for the applicable year. The STI program is intended to focus the entire organization on meeting or exceeding the annual performance goals that are set during the early part of each year and approved by the Committee, while also providing significant opportunity to reward individual contributions. An executive officer’s STI opportunity under our STI program is tied to such executive’s base salary rate in effect at the time of grant, and such opportunity generally increases as their ability to affect the Company’s performance increases. Consequently, as an executive’s responsibilities increase, their variable compensation in the form of STI opportunity, which is dependent on Company performance, generally makes up a larger portion of the executive’s total compensation.

  37. Short-Term Incentive Program

    | 26 | 2024 PROXY STATEMENT | |

  38. Short-Term Incentive Program

    The 2023 STI opportunities for Messrs. Manheimer and Donlan are set forth in the table below. Mr. Manheimer’s 2023 STI opportunity was determined by the Committee in early 2023 and did not change year-over-year. Mr. Donlan’s 2023 STI opportunity was determined by the Committee in connection with his appointment to Chief Financial Officer and Treasurer in April 2023.

  39. Short-Term Incentive Program

    | | Short-Term Incentive Opportunity as % of Base Salary(1) | | | | | Name | Threshold | Target | Maximum | Target STI ($) | | Mark Manheimer | 50% | 100% | 200% | 700,000 | | Daniel Donlan | 50% | 100% | 200% | 350,000 |

  40. Short-Term Incentive Program

    (1) Linear interpolation is applied between the specified performance levels for all metrics described below. Further, for each metric, there is no payout for performance below threshold and no increased payout for performance above maximum. For our 2023 STI program, the Committee determined to use the pre-established corporate performance goals noted in the table below, which comprised 80% of the award opportunity. The Committee believed these corporate performance goals reflected commonly recognized measures of financial and operating performance within our industry and were key drivers of sustained value creation for our stockholders. For our 2023 STI program, the Committee determined to (i) exclude the net investments performance goal that was included in the 2022 STI program in light of macroeconomic conditions creating a challenging investment environment and the Committee’s desire to incentivize management to make intentional investments consistent with the Company’s short- and long-term objectives and (ii) increase the weightings of the portfolio investment grade percentage, leverage, and occupancy performance goals each by 5% year-over-year. The remaining 20% of the STI opportunity was based on the Committee’s qualitative assessment of both individual and overall Company performance during 2023. The corporate performance goals and weightings, in addition to our actual performance, are set forth in the following table:

  41. Short-Term Incentive Program

    | Corporate Performance Goal | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Achievement | | AFFO/Share(1) | 35% | $1.17 | $1.22 | $1.29 | $1.22 | 100.0% | | Portfolio Investment Grade/Investment Grade Profile %(2) | 15% | 75% | 80% | 85% | 82.9% | 158.5% | | Leverage(3) | 15% | 6.00x | 5.25x | 4.50x | 4.95x | 140.0% | | Occupancy(4) | 15% | 97.75% | 98.50% | 99.25% | 100.0% | 200.0% | | Subjective(5) | 20% | 1 | 3 | 5 | 4 | 150.0% | | Total: | 100% | | | | | 139.8% |

  42. Short-Term Incentive Program

    (1) Adjusted funds from operations (“AFFO”) per diluted share for full year 2023. AFFO is a non-GAAP financial measure. See Appendix A for a reconciliation for full year 2023 AFFO to net income, the most comparable GAAP measure. AFFO is used by management and stockholders to determine funds available for payment of distributions. (2) Four quarter 2023 average of percentage of portfolio defined as Investment Grade and/or Investment Grade Profile. We define “Investment Grade” tenants as tenants, or tenants that are subsidiaries of a parent entity (with such subsidiary making up at least 50% of the parent company’s total revenue), with a credit rating of BBB- (S&P), Baa3 (Moody’s) or NAIC-2 (National Association of Insurance Commissioners) or higher. We define “Investment Grade Profile” tenants as tenants with investment grade credit metrics (more than $1.0 billion in annual revenue and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Moody’s or NAIC. This goal reflects the Company’s continued ability to source and close acquisition opportunities that meet its stated credit objectives. (3) Four quarter 2023 average of reported net debt to EBITDA for real estate, which reflects the impact of intra-quarter acquisitions and dispositions and excludes the settlement of forward shares pursuant to outstanding forward sales agreements. This goal reflects the Company’s ability to effectively finance our acquisitions within our stated targeted leverage range of 4.5x to 5.5x. (4) Four quarter 2023 average of reported economic occupancy on a square foot basis. (5) The Committee evaluated Company overall performance during 2023 across several categories, including (i) investments/portfolio performance, (ii) financing/balance sheet and (iii) team and culture performance, as well as each of Messrs. Manheimer’s and Donlan’s respective contributions to such overall performance. As set forth in the table above, the Company achieved above target performance on four of the five STI performance goals (portfolio investment grade percentage, leverage occupancy and subjective performance) and target performance on the other STI performance goal (AFFO per share). In evaluating the subjective performance component, the Committee considered Company performance in the areas of (i) investments/portfolio performance, (ii) financing/balance sheet and (iii) team and culture performance, as well as each of Messrs. Manheimer’s and Donlan’s respective contributions to such overall performance. With respect to financing and balance sheet matters, the Committee noted the Company’s execution under its at-the-market sales program resulting in over $229 million of new issuances during 2023, allowing the Company to execute its investment objectives for 2023 and position the Company to raise equity in a follow-on offering in January 2024. Additionally, the Committee noted the Company’s successful debt refinancing activities during 2023 as well as the issuance of a new $250 million delayed draw term loan in 2023. With respect to investments and portfolio performance, the Committee noted that the Company completed $431.0 million in net investment activity in 2023 at capitalization rates better than 2022 and significantly greater than the Company’s investment grade focused peers. The Committee also noted the portfolio’s continued 100% occupancy, decreased exposure to assets with the weakest customer foot traffic, as well as increased investment grade rated tenants. The Committee also noted the increase in AFFO per share despite a difficult macroeconomic climate. Finally, with respect to team and culture performance, the Committee noted the completion of a successful CFO search during 2023. The Company also undertook a process efficiency analysis during 2023

  43. Short-Term Incentive Program

    | 27 | 2024 PROXY STATEMENT | |

  44. Short-Term Incentive Program

    to better lay out all processes and reward higher achieving employees across the organization as well as implement outsourcing capabilities to further augment efficiency and improve employee morale. The Committee further considered each of Messrs. Manheimer’s and Donlan’s respective contributions to the Company’s overall performance, noting their important roles in such successes. Based on the foregoing evaluation, the Committee determined to ascribe above target performance to the subjective STI performance goal. The 2023 STI earned by each of Messrs. Manheimer and Donlan for 2023 is set forth in the following table:

  45. Short-Term Incentive Program

    | Name | 2023 Annual STI Payout Percentage (% of Target) | 2023 Annual STI ($)(1) | | Mark Manheimer | 139.8% | 978,425 | | Daniel Donlan | 139.8% | 489,213 |

  46. Short-Term Incentive Program

    (1) Pursuant to our Alignment of Interest Program, which is described below, Mr. Manheimer elected to receive an award of RSUs under the Omnibus Plan (such award, “Alignment RSUs”) in lieu of 50% of his 2023 STI. Accordingly, 50% of Mr. Manheimer’s 2023 STI was paid in the form of Alignment RSUs, and the remaining 50% was paid in cash.

  47. Alignment of Interest Program

    Alignment of Interest Program In March 2021, the Committee adopted an Alignment of Interest Program (the “Program”) pursuant to the Omnibus Plan. Messrs. Manheimer and Donlan, along with all other employees of the Company, are eligible to participate in the Program. The Program allows individuals who are eligible to receive awards under the Omnibus Plan, as selected by the Committee from time to time, to elect to receive RSUs under the Omnibus Plan in lieu of a specified percentage of cash compensation, which election must be made by the end of the prior fiscal year. The amount of compensation that a participant elects to reduce will be applied to the issuance of an award of Alignment RSUs under the Omnibus Plan and the participant will receive an additional award of RSUs under the Omnibus Plan based upon a multiple of the Alignment RSUs (the “Alignment Multiplier”) (the “Additional RSUs,” and collectively with the Alignment RSUs, the “Awarded RSUs”). The number of Alignment RSUs will be determined as of the second business day following the release of the Company’s fourth quarter earnings for the most recently completed fiscal year, or, if such date is not a trading day, then the trading day immediately following such date, and the Awarded RSUs will be granted to a participant as soon as administratively feasible following such date. The Committee will determine the minimum and maximum percentage of each compensation type that may be reduced and applied to Alignment RSUs, the lengths of the vesting periods and the corresponding Alignment Multipliers that may apply under the Program. Currently, executive officers may elect to receive Alignment RSUs in lieu of up to 75% (increased from 50% in December 2023) of STI compensation that is earned with respect to a fiscal year, with the number of Additional RSUs being determined by application of an Alignment Multiplier of 0.25x. Awarded RSUs will vest over three years, in substantially equal annual installments, generally subject to continued provision of services. As set forth in the form of RSU agreement governing the Awarded RSUs, in the event of a termination by the Company without “cause” or a resignation for “good reason” (each as defined in the Omnibus Plan), the Awarded RSUs will immediately vest in full. The Committee believes that this deferral program reinforces a long-term focus on stockholder value creation, promotes the retention of our management team, and is appropriate relative to other REITs that utilize similar cash deferral programs. Furthermore, the 0.25x Alignment Multiplier is factored into each executive officer’s pay opportunity to ensure that the program benefit would not result in excessive compensation relative to our peers.

  48. Long-Term Incentive Awards

    Long-Term Incentive Awards We utilize long-term incentive awards under the Omnibus Plan to align executive compensation and performance, incentivize the advancement of our critical business objectives, promote long-term stockholder value creation, and reward and retain key employees. Consistent with this approach, the majority of our named executive officers’ annual compensation is generally provided in the form of long-term incentive awards that emphasize these objectives through a balanced mix of time-based RSUs and PSUs. For 2023, the time-based RSUs granted to Mr. Manheimer vest over a three-year period and represent 40% of the long-term incentive opportunity, and the PSUs granted to Mr. Manheimer vest in three years based on performance achieved against pre-determined performance goals and represent 60% of the long-term incentive opportunity. Time-Based RSUs. RSU awards with time-based vesting align the interests of our executive officers with the interests of our stockholders by promoting the stability and retention of an effective executive team over the longer term. In February 2023, the Committee approved the grant of the following time-based RSU award to Mr. Manheimer, which vests annually in three equal installments commencing on February 28, 2024, subject to Mr. Manheimer’s continued service through each vesting date:

  49. Long-Term Incentive Awards

    | Name | Shares Underlying RSU Grant (#) | Aggregate Fair Value of RSU Grant ($) | | Mark Manheimer(1) | 45,567 | 920,000 |

  50. Long-Term Incentive Awards

    Mr. Manheimer received a supplemental grant of 14,526 time-based RSUs in March 2024 (which will be disclosed as 2024 compensation in our 2025 proxy statement) with an aggregate grant date fair value of approximately $250,000 to correct an inadvertent administrative error that resulted in Mr. Manheimer’s 2023 long-term incentive awards having an aggregate target grant value that was $300,000 less than the Committee had originally intended. Such supplemental award will vest one-third on each of the first three anniversaries of the grant date, subject to Mr. Manheimer’s continued service through each vesting date.

  51. Long-Term Incentive Awards

    | 28 | 2024 PROXY STATEMENT | |

  52. Long-Term Incentive Awards

    Performance-Based RSUs. PSUs are generally a substantial, at-risk component of our executive officers’ compensation tied to the Company’s long-term performance. In February 2023, the Committee approved the grant of the following PSU awards (at target) to Mr. Manheimer:

  53. Long-Term Incentive Awards

    | Name | Target Shares Underlying PSU Grant (#) | Aggregate Fair Value of PSU Grant ($) | | Mark Manheimer | 63,968 | 1,380,000 |

  54. Long-Term Incentive Awards

    The number of PSUs that will vest depends on (1) the Company’s total stockholder return (“TSR”), which assumes reinvestment of dividends on the ex-dividend date over the three-year performance period ending on February 28, 2026 (the “Performance Period”), which represents 60% of the performance-based, long-term incentive opportunity (“Absolute TSR”), and (2) the Company’s TSR relative to a custom peer group of 30 companies (as set forth below, the “RTSR Comparator Group”) over the Performance Period, which represents 40% of the performance-based, long-term incentive opportunity (“Relative TSR”). The threshold, target and maximum performance levels for the Absolute TSR and Relative TSR goals are set forth in the following table:

  55. Long-Term Incentive Awards

    | | | Performance Level(1) | | | | Performance Goal | Weighting | Threshold (50% Earned) | Target (100% Earned) | Maximum (200% Earned) | | Absolute TSR | 60% | 18% | 24% | 30% | | Relative TSR | 40% | 35th percentile | 55th percentile | 75th percentile |

  56. Long-Term Incentive Awards

    (1) There is no payout for performance below threshold and no increase for performance above maximum. Further, to the extent actual performance falls between two performance levels, linear interpolation is applied. The PSUs are intended to provide an above-target payout only if the Company delivers significant value to our stockholders. The TSR-based performance goals are reviewed annually by the Committee, taking into consideration (i) peer group market data, (ii) current best governance practices, and (iii) investor expectations based on economic conditions. The threshold and target performance levels underlying our Absolute TSR and Relative TSR goals are set higher than most REITs, with the average threshold and target performance levels underlying Absolute TSR goals in the REIT industry equal to 15% and 21%, respectively (as compared to 18% and 24%, respectively, for the Company), and the average threshold and target performance levels underlying Relative TSR goals in the REIT industry equal to the 25th percentile and the 50th percentile, respectively (as compared to the 35th percentile and the 55th percentile, respectively, for the Company). Subject to the terms of the award agreements evidencing the PSUs, between zero and 200% of the target number of PSUs will vest on February 28, 2026, depending on the Company’s Absolute TSR and Relative TSR over the Performance Period. The RTSR Comparator Group for purposes of the 2023 PSU award is as follows:

  57. Long-Term Incentive Awards

    | 2023 PSU Awards — RTSR Comparator Group | | | | Agree Realty | Global Medical REIT | Plymouth Industrial REIT | | Alexandria Real Estate | Global Net Lease | Postal Realty Trust | | CareTrust REIT | Lexington Realty Trust | Realty Income | | CorEnergy Infrastructure Trust | LTC Properties | Sabra Health Care REIT | | EPR Properties | Medical Properties Trust | Safehold | | Essential Properties Realty Trust | National Health Investors | Spirit Realty Capital | | Four Corners Property Trust | National Retail Properties | STAG Industrial | | Gaming and Leisure Properties | Omega Healthcare Investors | STORE Capital | | Getty Realty | One Liberty Properties | VICI Properties | | Gladstone Commercial | Physicians Realty Trust | W. P. Carey |

  58. Daniel Donlan New Hire Compensation

    Daniel Donlan New Hire Compensation Mr. Donlan commenced serving as our Chief Financial Officer and Treasurer in April 2023. In connection with his hire, we granted Mr. Donlan a new hire RSU award in order to incentivize Mr. Donlan to join the Company and to make up for compensation he would forfeit in connection with leaving his prior employer. The RSU award had an aggregate grant date fair value of $650,000, which vests annually in three equal installments commencing on April 10, 2024, subject to Mr. Donlan’s continued service through each vesting date. In addition, to assist with Mr. Donlan’s relocation to the Dallas, Texas area, we reimbursed Mr. Donlan for certain relocation and related travel expenses and provided a tax gross-up on such expenses.

  59. Employment Agreements and Severance Benefits

    Employment Agreements and Severance Benefits We generally provide our named executive officers with certain severance protections in their employment agreements in order to attract and retain an appropriate caliber of talent for such positions. Our employment agreements with named executive officers and the severance provisions set forth therein are summarized below under “— Employment Agreements” and “— Potential Payments upon Termination or Change in Control.” We intend to periodically review the level of the benefits in these agreements.

  60. Equity Grant Practices

    Equity Grant Practices Our equity incentive grant policy generally provides that annual grants to executive officers pursuant to our long-term incentive program occur on the second trading day following the filing date of our Annual Report on Form 10-K that occurs after the date on which such grants are approved by our compensation committee. Accordingly, our long-term incentive equity incentive grant policy generally requires that grants to our executive officers be made shortly after we have released information about our financial performance to the public for the applicable annual period. As a result, the timing of equity awards is not coordinated in a manner that intentionally benefits our executive officers.

  61. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table discloses compensation information for fiscal years 2023, 2022 and 2021 with respect to our principal executive officer, our principal financial officer and our former principal financial officer (collectively, our “named executive officers”). As explained above in the Compensation Discussion and Analysis, because we only had three “executive officers” as defined in Exchange Act Rule 3b-7 during 2023, we only have three named executive officers. Certain other information is provided in the narrative sections following the Summary Compensation Table.

  62. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark Manheimer President, Chief Executive Officer and Secretary | 2023 | 700,000 | — | 2,385,917(4) | 978,426 | 13,872 | 4,078,215 | | | 2022 | 600,000 | — | 2,410,250 | 687,334 | 12,260 | 3,709,844 | | | 2021 | 600,000 | — | 2,385,950 | 882,000 | 11,600 | 3,879,550 | | Daniel Donlan(5) Chief Financial Officer and Treasurer | 2023 | 255,208 | — | 650,000 | 489,213 | 107,912 | 1,502,333 | | Lori Wittman(6) Former Interim Chief Financial Officer and Treasurer | 2023 | 249,230 | — | 90,000 | — | 54,326 | 393,556 | | | 2022 | 136,364 | — | — | — | 164,423 | 300,786 |

  63. Summary Compensation Table

    (1) The amounts reported in this column for 2023 reflect the aggregate fair value of time-vested RSU awards, PSUs, and 2023 Additional RSUs (as described below) granted in 2023 to our named executive officers, calculated in accordance with FASB ASC Topic 718. Under the Alignment of Interest Program, a participant may elect to reduce cash compensation in exchange for the issuance of an award of RSUs under the Omnibus Plan (“Alignment RSUs”), and the participant will receive an additional award of RSUs under the Omnibus Plan of 0.25x the number of Alignment RSUs (the “Alignment Multiplier”), as described in the Compensation Discussion and Analysis above under the heading “Executive Compensation Components — Alignment of Interest Program” (such RSUs issued as a result of the Alignment Multiplier, the “Additional RSUs”). Mr. Manheimer elected to receive 50% of his 2022 STI payments in the form of RSUs under the Alignment of Interest Program. The 2022 Alignment RSUs are reported in the “Non-Equity Incentive Plan Compensation” column for 2022. In addition, based on the Alignment Multiplier, Mr. Manheimer was granted 4,255 Additional RSUs in 2023 with respect to his 2022 STI payments (the “2023 Additional RSUs”), which are reported in the “Stock Awards” column for 2023. The 2023 grant date values by award type are shown below. There can be no assurance that these values will ever be realized. For a discussion of the assumptions and methodologies used in calculating the grant date values, please see Note 10 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  64. Summary Compensation Table

    | | RSU Grant Date Value | PSU Grant Date Value | 2023 Additional RSU Grant Date Value | Total Grant Date Value | | Mark Manheimer | 920,000 | 1,380,000 | 85,917 | 2,385,917 | | Daniel Donlan | 650,000 | — | — | 650,000 | | Lori Wittman | 90,000 | — | — | 90,000 |

  65. Summary Compensation Table

    (2) The amount reported for Mr. Manheimer in the “Non-Equity Incentive Plan Compensation” column for 2023 represent the amounts earned under the Company’s 2023 STI program, as described above in the Compensation Discussion and Analysis under the heading “Executive Compensation Components — Short-Term Incentive Program.” Fifty percent (50%) of the amount reported in this column for Mr. Manheimer for 2023 was paid in the form of RSUs pursuant to the Alignment of Interest Program (the “2023 Alignment RSUs”), as described in the Compensation Discussion and Analysis above under the heading “Executive Compensation Components — Alignment of Interest Program.” Based on the Alignment Multiplier, Mr. Manheimer was granted 7,057 Additional RSUs in 2024 with respect to his 2023 STI payment pursuant to the Alignment of Interest Program (the “2024 Additional RSUs”) described in the Compensation Discussion and Analysis above under the heading “Executive Compensation Components — Alignment of Interest Program.” The 2024 Additional RSUs will be reported in the “Stock Awards” column for 2024 that will be included in the Company’s proxy statement relating to the 2025 Annual Meeting of Stockholders. (3) The amounts reported in this column for 2023 represent (i) for Mr. Manheimer, $13,800 in employer matching contributions under the Company’s 401(k) plan made of $13,800 and $72 in life insurance premiums, (ii) for Mr. Donlan, $65,809 for certain relocation and related travel expenses related to his relocation to the Dallas, Texas area, a $42,032 tax gross-up on such expenses and $72 in life insurance premiums and (iii) for Ms. Wittman, represent non-employee director compensation paid in cash. (4) As described in the Compensation Discussion and Analysis above under the heading “— Long-Term Incentive Awards,” due to an inadvertent administrative error, Mr. Manheimer’s 2023 RSU and PSU awards were smaller than the Compensation Committee had originally intended. Mr. Manheimer received a supplemental time-based RSU award in March 2024 to correct this error. In accordance with SEC rules, this supplemental RSU award will be reported as 2024 compensation. Mr. Donlan was appointed Chief Financial Officer and Treasurer, effective April 10, 2023. Mr. Donlan was not a named executive officer in 2021 or 2022 and thus, only 2023 compensation information is shown for him in this table.

  66. Summary Compensation Table

    | 32 | 2024 PROXY STATEMENT | |

  67. Summary Compensation Table

    Ms. Wittman voluntarily resigned as Interim Chief Financial Officer and Treasurer, effective April 7, 2023. Ms. Wittman was not a named executive officer in 2021 and thus, only 2022 and 2023 compensation information is shown for her in this table.

  68. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows certain information regarding grants of plan-based awards during the fiscal year ended December 31, 2023 to our named executive officers.

  69. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mark Manheimer | Annual Incentive | — | 350,000 | 700,000 | 1,400,000 | | | | | | | | PSU Grant | 2/28/23 | | | | 31,984 | 63,968 | 127,936 | | 1,380,000 | | | Annual RSU Grant | 2/28/23 | | | | | | | 45,567 | 920,000 | | | 2023 Additional RSU Grant(5) | 2/28/23 | | | | | | | 4,255 | 85,917 | | Daniel Donlan | Annual Incentive | — | 175,000 | 350,000 | 700,000 | | | | | | | | Annual RSU Grant | 4/10/23 | | | | | | | 35,040 | 650,000 | | Lori Wittman | Annual RSU Grant | 2/28/23 | | | | | | | 4,458 | 90,000 |

  70. Grants of Plan-Based Awards

    | 33 | 2024 PROXY STATEMENT | |

  71. Grants of Plan-Based Awards

    The threshold, target, and maximum annual incentive amounts represent 50%, 100% and 200%, respectively, of the target STI opportunity for each named executive officer. If actual performance falls between threshold and target or between target and maximum, the award would be calculated using linear interpolation. The annual incentive awards are also based on a percentage of base salary, which is 100% each of the named executive officers. The target amount is generally the named executive officer’s base salary multiplied by his or her target opportunity. The dollar value of the actual non-equity plan incentive compensation earned for the year ended December 31, 2023 for each named executive officer is set forth in the Summary Compensation Table above. As such, the amounts set forth in this column do not represent either additional or actual compensation earned by the named executive officers for the year ended December 31, 2023. (2) See “Long-Term Incentives — PSUs” below for an explanation regarding the vesting and distribution of the PSUs. (3) The annual RSU awards were granted pursuant to our Omnibus Plan. The RSUs granted to Messrs. Manheimer and Donlan vest ratably on each of the first three anniversaries of the grant dates included above, respectively, generally subject to each executive’s continued employment through each vesting date. The RSUs granted to Ms. Wittman vest 100% on the first anniversary of the grant date, generally subject to continued service as a director through the vesting date. (4) For a discussion of the assumptions and methodologies used in calculating the grant date values, please see Note 10 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (5) As described above under footnote (1) to the Summary Compensation Table, Mr. Manheimer was granted 4,255 2023 Additional RSUs. These 2023 Additional RSUs vest ratably on each of the first three anniversaries of February 28, 2023, generally subject to Mr. Manheimer’s continued employment through each vesting date. See the Compensation Discussion and Analysis above under the heading “Executive Compensation Components — Alignment of Interest Program” for more detail.

  72. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows outstanding equity awards as of December 31, 2023 held by our named executive officers.

  73. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(h)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(j) | | Mark Manheimer | 45,567(2) | 813,371 | 31,984(3) | 570,914(3) | | | 17,022(4) | 303,842 | | | | | 4,255(5) | 75,951 | | | | | 27,703(6) | 494,499 | 30,837(7) | 550,440(7) | | | 13,279(8) | 237,024 | | | | | 3,320(9) | 59,262 | | | | | 17,555(10) | 313,357 | 38,829(11) | 693,098(11) | | | 6,559(12) | 117,078 | | | | | 1,640(13) | 29,274 | | | | | 12,222(14) | 218,163 | | | | | 30,379(15) | 542,625 | | | | Daniel Donlan | 35,040(16) | 625,464 | | | | Lori Wittman | 4,458(17) | 79,575 | | |

  74. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) The value of the unvested RSU awards is shown assuming a market value of $17.85 per share, the closing market price of a share of our common stock on December 29, 2023. (2) On February 28, 2023, Mr. Manheimer received an annual award of RSUs under the Omnibus Plan. These RSUs vest ratably on each of the first three anniversaries of the grant date, generally subject to Mr. Manheimer’s continued service through each vesting date. (3) The total amounts and values in columns (i) and (j) represent the total number of PSUs at the threshold level for the 2023-2026 performance period, which remain subject to the achievement of the applicable performance goals, held by Mr. Manheimer multiplied by a market value of $17.85 per share, the closing market price of a share of our common stock on December 29, 2023. In calculating the number of PSUs and their value, we are required by SEC rules to compare our performance through 2023 under the PSU grant against the threshold, target and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Based on performance through the end of the first year of the 2023-2026 performance period, we have reported the PSUs at the threshold award level for this performance period. (4) Represents 2022 Alignment RSUs. These RSUs vest ratably on each of the first three anniversaries of February 28, 2023, generally subject to Mr. Manheimer’s continued service through each vesting date. (5) Represents 2023 Additional RSUs. These RSUs vest ratably on each of the first three anniversaries of February 28, 2023, generally subject to Mr. Manheimer’s continued service through each vesting date. (6) On February 28, 2022, Mr. Manheimer received an annual award of RSUs under the Omnibus Plan. These RSUs vest ratably on each of the first three anniversaries of the grant date, generally subject to Mr. Manheimer’s continued service through each vesting date. (7) The total amounts and values in columns (i) and (j) represent the total number of PSUs at the threshold level for the 2022-2025 performance period, which remain subject to the achievement of the applicable performance goals, held by Mr. Manheimer multiplied by a market value of $17.85 per share, the closing market price of a share of our common stock on December 29, 2023. In calculating the number of PSUs and their value, we are required by SEC rules to compare our performance through 2023 under the PSU grant against the threshold, target and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Based on performance through the end of the first year of the 2022-2025 performance period, we have reported the PSUs at the threshold award level for this performance period. (8) Represents 2021 Alignment RSUs. These RSUs vest ratably on each of the first three anniversaries of February 28, 2022, generally subject to Mr. Manheimer’s continued service through each vesting date. (9) Represents 2022 Additional RSUs. These RSUs vest ratably on each of the first three anniversaries of February 28, 2022, generally subject to Mr. Manheimer’s continued service through each vesting date. (10) On March 8, 2021, Mr. Manheimer received annual awards of RSUs under the Omnibus Plan. These RSUs vest ratably on each of the first three anniversaries of the grant date, generally subject to Mr. Manheimer’s continued employment through each vesting date. The total amounts and values in columns (i) and (j) represent the total number of PSUs at the threshold level for the 2021-2024 performance period, which remain subject to the achievement of the applicable performance goals, held by each named executive officer multiplied by a market value of

  75. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 35 | 2024 PROXY STATEMENT | |

  76. Outstanding Equity Awards at 2023 Fiscal Year-End

    $17.85 per share, the closing market price of a share of our common stock on December 29, 2023. In calculating the number of PSUs and their value, we are required by SEC rules to compare our performance through 2023 under the PSU grant against the threshold, target and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Based on performance through the end of the second year of the 2021-2024 performance period, we have reported the PSUs at the threshold award level for this performance period. Represents 2020 Alignment RSUs. These RSUs vest ratably on each of the first three anniversaries of March 8, 2021, generally subject to Mr. Manheimer’s continued employment through each vesting date. (13) Represents 2021 Additional RSUs. These RSUs vest ratably on each of the first three anniversaries of March 8, 2021, generally subject to Mr. Manheimer’s continued employment through each vesting date. (14) Mr. Manheimer received awards of RSUs under the Omnibus Plan in connection with our initial public offering. These RSUs vest ratably on each of the first five anniversaries of August 17, 2020, generally subject to Mr. Manheimer’s continued employment through each vesting date. (15) Mr. Manheimer received awards of RSUs under the Omnibus Plan in connection with a private offering of our common stock that occurred prior to our initial public offering. These RSUs vest ratably on each of the first five anniversaries of December 23, 2019, generally subject to Mr. Manheimer’s continued employment through each vesting date. (16) On April 10, 2023, Mr. Donlan received an annual award of RSUs under the Omnibus Plan. These RSUs vest ratably on each of the first three anniversaries of the grant date, generally subject to Mr. Donlan’s continued service through each vesting date. (17) On February 28, 2023, Ms. Wittman received an annual award of RSUs under the Omnibus Plan. These RSUs vest 100% on the first anniversary of the grant date, generally subject to continued service as a director through the vesting date.

  77. Stock Vested in 2023

    Stock Vested in 2023 The following table summarizes the vesting of RSUs held by our named executive officers during 2023. The Company does not issue stock options and, therefore, no stock options were exercised in 2023 by our named executive officers.

  78. Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Mark Manheimer | 84,394 | 1,595,886 | | Daniel Donlan | — | — | | Lori Wittman | 4,065 | 82,072 |

  79. Stock Vested in 2023

    (1) Represents the vesting of RSU awards granted in 2019, 2020, 2021 and 2022. (2) The value realized on vesting is equal to the number of shares multiplied by the closing price of the shares of common stock at the time of vesting.

  80. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables below show estimates of the compensation payable to each of our named executive officers (other than Ms. Wittman) upon their termination of employment with the Company and/or upon a change in control, calculated as if the triggering event had occurred effective December 31, 2023. The actual amounts due to any one of the named executive officers upon termination of employment can only be determined at the time of the termination. There can be no assurance that a termination or change in control would produce the same or similar results as those described below if it occurs on any other date or at any other stock price, or if any assumption is not, in fact, correct. Ms. Wittman voluntarily resigned as Interim Chief Financial Officer and Treasurer, effective April 7, 2023, and as such, she is not included in the table below. Ms. Wittman did not receive any payments or benefits in connection with her resignation.

  81. Potential Payments Upon Termination or Change in Control

    | | Potential Amounts Payable on Termination Without Cause and/or Resignation for Good Reason | | | | Name | Without a Change in Control | With a Change in Control | Potential Amount Payable on Death or Disability | | Mark Manheimer | | | | | Cash severance(1) | 2,800,000 | 4,200,000 | 116,667 | | Accelerated vesting of RSUs(2) | 3,204,093 | 3,204,093 | 3,204,093 | | Accelerated vesting of PSUs(3) | 3,628,905 | 3,628,905 | 3,628,905 | | COBRA premiums(4) | 31,766 | 31,766 | 31,766 | | 2023 short-term incentives(5) | 978,425 | 978,425 | 978,425 | | Total payments | 10,643,189 | 12,043,189 | 7,959,856 |

  82. Potential Payments Upon Termination or Change in Control

    | 36 | 2024 PROXY STATEMENT | |

  83. Potential Payments Upon Termination or Change in Control

    | | Potential Amounts Payable on Termination Without Cause and/or Resignation for Good Reason | | | | Name | Without a Change in Control | With a Change in Control | Potential Amount Payable on Death or Disability | | Daniel Donlan | | | | | Cash severance(1) | 700,000 | 1,400,000 | 58,333 | | Accelerated vesting of RSUs(2) | 625,464 | 625,464 | 625,464 | | COBRA premiums(4) | 49,714 | 49,714 | 49,714 | | 2023 short-term incentives(5) | 489,213 | 489,213 | 489,213 | | Total payments | 1,864,391 | 2,564,391 | 1,222,724 |

  84. Potential Payments Upon Termination or Change in Control

    A description of the cash severance obligations under the employment agreements with the named executive officers is set forth below. (2) The amounts in this row represent accelerated vesting of RSUs, valued based on the December 29, 2023 closing price of a share of the Company’s common stock ($17.85), as described below. (3) The amounts in this row represent accelerated vesting of PSUs, assuming target performance, valued based on the December 29, 2023 closing price of a share of the Company’s common stock ($17.85). A description of the relevant agreements with Mr. Manheimer are set forth below. (4) The amounts in this row represent continued payment for the cost of Messrs. Manheimer’s and Donlan’s premiums for health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), as described below. (5) Assuming a hypothetical termination on December 31, 2023, the amounts in this row represent the STI awards Messrs. Manheimer and Donlan actually earned with respect to 2023. This amount has not been prorated because it assumes service through the full 2023 year.

  85. 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 executive compensation actually paid and certain financial performance and other of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” above. Our Chief Executive Officer is our principal executive officer, which we refer to as “PEO” in the tables below. The named executive officers are referred to as “NEOs” in the tables below.

  86. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compen sation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (thousands)(7) ($) | Company Selected Measure — AFFO / Diluted Share(8) ($) | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(5)(6) ($) | | | | 2023 | 4,078,215 | 3,121,888 | 947,945 | 934,652 | 115.61 | 125.23 | 6,890 | 1.22 | | 2022 | 3,709,844 | 1,865,221 | 1,286,794 | 768,210 | 113.24 | 112.46 | 8,117 | 1.16 | | 2021 | 3,879,550 | 6,002,432 | 1,992,528 | 3,092,593 | 136.05 | 149.84 | 3,046 | 0.94 | | 2020 | 1,798,890 | 2,049,176 | 2,843,423 | 2,869,203 | 111.58 | 106.04 | 688 | 0.69 |

  87. PAY VERSUS PERFORMANCE

    (1) Represents amounts of total compensation reported for Mr. Manheimer (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” (2) Represents the amount of “compensation actually paid” to Mr. Manheimer, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Manheimer during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Manheimer’s total compensation for each year to determine the compensation actually paid:

  88. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards(a) ($) | Add: Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 4,078,215 | (2,385,917) | 1,429,590 | 3,121,888 |

  89. 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 following descriptions of the relationships between information presented in the Pay versus Performance table.

  90. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The chart below shows the relationship between the compensation actually paid to Mr. Manheimer and the average compensation actually paid to our other named executive officers (besides Mr. Manheimer), on the one hand, to the Company’s cumulative TSR over the four years presented in the table, on the other hand.

  91. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The chart below shows the relationship between the compensation actually paid to Mr. Manheimer and the average compensation actually paid to our other named executive officers (besides Mr. Manheimer), on the one hand, to the Company’s net income over the four years presented in the table, on the other hand.

  92. Compensation Actually Paid and Net Income

    | 44 | 2024 PROXY STATEMENT | |

  93. Compensation Actually Paid and AFFO per Diluted Share

    Compensation Actually Paid and AFFO per Diluted Share The chart below shows the relationship between the compensation actually paid to Mr. Manheimer and the average compensation actually paid to our other named executive officers (besides Mr. Manheimer), on the one hand, to the Company’s AFFO per diluted share over the three years presented in the table, on the other hand.