DEF 14A of NETSTREIT Corp., Mar 28, 2025

DEF 14A of NETSTREIT Corp.

Filed Mar 28, 2025 · FY20240001104659-25-029089

Open on EDGAR

  1. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 15, 2025

    | Page | | | 44 | Potential Payments Upon Termination or Change in Control | | 46 | Compensation and Risk | | 47 | Pay Ratio | | 47 | Policies and Practices Related to the Grant of Certain Equity Awards | | 48 | Pay Versus Performance | | 52 | AUDIT COMMITTEE REPORT | | 53 | FEES OF INDEPENDENT ACCOUNTANTS | | 54 | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | 55 | RATIFICATION OF RETENTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 56 | ADVISORY VOTE ON EXECUTIVE COMPENSATION | | 57 | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | | 57 | Why did you send me this Proxy Statement? | | 57 | Who can vote at the Annual Meeting? | | 57 | How many shares must be present to conduct the Annual Meeting? | | 57 | What matters are to be voted on at the Annual Meeting? | | 57 | How does the Board recommend that I vote? | | 58 | How do I vote at the Annual Meeting? | | 58 | What does it mean if I receive more than one notice of internet availability of proxy materials? | | 58 | May I change my vote? | | 58 | What vote is required to elect directors and approve the other matters described in this Proxy Statement? | | 59 | What is the difference between holding shares as a stockholder of record and as a beneficial owner? | | 59 | How do I vote if my bank or broker holds my shares in “street name”? | | 59 | How many votes do I have? | | 59 | How will the votes be counted at the Annual Meeting? | | 59 | How will the Company announce the voting results? | | 60 | Who pays for the Company’s solicitation of proxies? | | 60 | What is “householding” and how does it work? | | 60 | How do I participate in the Annual Meeting? | | 61 | STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS | | 62 | OTHER MATTERS | | A-1 | APPENDIX A — RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | | B-1 | APPENDIX B — NETSTREIT CORP. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

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

  4. Director Nominees

    | = Chair of Board/Committee | = Member of Committee | Director Term: One Year | Board Meetings in 2024: 7 | | Standard Board Committee Meetings in 2024: Audit (9), Compensation (6), Nominating (9), Investment (1) | | | |

  5. Director Nominees

    | 6 | 2025 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 and for our non-employee directors was increased from three times to four times the annual board retainer in February 2025 • 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 18, 2025.

  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: 48 Board Committees: None | |

  10. Director Biographical Information

    | Lori Wittman | Ms. Wittman has served as the Chair of the Board since October 2024, a director since December 2019 and served as our Interim Chief Financial Officer and Treasurer from November 2022 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 ESG Committee. Since January 1, 2025, Ms. Wittman is the lead independent director. 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. | | | | | Chair of the Board Age: 66 Board Committees: • Audit Committee • Compensation Committee | |

  11. Director Biographical Information

    | 10 | 2025 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: 63 Board Committee: • Audit Committee (Chair) • Investment 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: 47 Board Committees: • Compensation Committee • Nominating Committee | |

  14. Director Biographical Information

    | 11 | 2025 PROXY STATEMENT | |

  15. Director Biographical Information

    | Todd Minnis | Mr. Minnis has served as a director since October 2019 and served as Chair of the Board from October 2019 until October 2024. Mr. Minnis founded EB Arrow, a real estate investment platform specializing in retail property investment, in 2009 as its Managing Partner and served as its Chief Executive Officer from May 2009 until May 2023. 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. | | | | | Director Age: 54 Board Committees: • Nominating Committee • Investment Committee (Chair) | |

  16. 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: 67 Board Committees: • Audit Committee • Compensation Committee (Chair) | |

  17. Director Biographical Information

    | 12 | 2025 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: 52 Board Committees: • Nominating Committee (Chair) • Investment Committee | |

  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. Committees of the Board

    Our Compensation Committee consists of three members, Matthew Troxell, Heidi Everett and Lori Wittman, 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. Nominating Committee In 2024, the Nominating Committee held nine meetings. The Nominating Committee charter defines the Nominating Committee’s principal functions, including oversight related to: • identifying and recommending candidates to fill vacancies on the Board and for election by the stockholders; • recommending committee assignments for members to the Board; • review and make recommendations to the Board regarding independence determinations; • consider and make recommendations to the Board regarding the Board’s leadership structure; • overseeing the development of executive succession plans; • facilitating the Board’s annual evaluation of the performance of the Board, its committees and individual directors; • overseeing environmental stewardship and social responsibility matters; and • developing and recommending to the Board appropriate corporate governance policies, practices and procedures for our company. Our Nominating Committee currently consists of three members, Robin Zeigler, Heidi Everett and Todd Minnis, with Ms. Zeigler serving as chair. Our Board has affirmatively determined that all directors who serve on the Nominating Committee are independent under NYSE listing standards. Investment Committee The Investment Committee was reconstituted in October 2024 and held one meeting in 2024. The Investment Committee’s principal functions include oversight related to investment policies and guidelines. Our Investment Committee currently consists of three members, Todd Minnis, Michael Christodolou and Robin Zeigler, with Mr. Minnis serving as chair. Our Board has affirmatively determined that all directors who serve on the Investment Committee are independent under NYSE listing standards.

  21. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table presents information regarding the compensation earned or paid during fiscal year 2024 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.

  22. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lori Wittman | 91,250(2) | 90,000 | 181,250 | | Michael Christodolou | 73,511(2) | 90,000 | 163,511 | | Heidi Everett | 75,000 | 90,000 | 165,000 | | Todd Minnis | 83,658(2) | 90,000 | 173,658 | | Matthew Troxell | 86,011 | 90,000 | 176,011 | | Robin Zeigler | 83,511 | 90,000 | 173,511 |

  23. Non-Employee Director Compensation

    (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 5,193 RSUs granted to our non-employee directors in 2024. 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, 2024. As of December 31, 2024, each non-employee director held 5,193 unvested RSUs. Effective (i) as of October 1, 2024: (a) Ms. Wittman became Chair of the Board and ceased to serve as Chair of the Audit Committee, (b) Mr. Christodolou

  24. Non-Employee Director Compensation

    | 20 | 2025 PROXY STATEMENT | |

  25. Non-Employee Director Compensation

    became Chair of the Audit Committee and (c) Mr. Minnis ceased to serve as Chair of the Board and became a member of the Nominating Committee, and (ii) as of October 18, 2024, the Investment Committee was reconstituted, Mr. Minnis became its Chair and each of Ms. Zeigler and Messrs. Christodolou and Troxell became members. Fees earned or paid in cash include fees for service for a portion of 2024 as follows: (a) for Ms. Wittman, fees for service as Chair of the Board and Chair of the Audit Committee, (b) for Mr. Christodolou, fees for service as Chair of the Audit Committee and as a member of the Investment Committee, (c) for Mr. Minnis, fees for service as Chair of the Board, a member of the Nominating Committee and Chair of the Investment Committee, and (d) for Mr. Troxell and Ms. Zeigler, as members of the Investment Committee.

  26. Director Compensation Program

    Director Compensation Program Our Board has established a compensation program for our non-employee directors. During the year ended December 31, 2024, 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, the Nominating Committee and the Investment Committee will receive additional annual cash retainers of $20,000, $15,000, $15,000 and $10,000, respectively. • Committee Fees: Non-Chair members of the Audit Committee, the Compensation Committee, the Nominating Committee and the Investment Committee will receive additional annual cash retainers of $10,000, $7,500, $7,500 and $5,000, 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. Effective January 1, 2025, our non-employee directors will receive: • Annual Cash Retainer: Annual cash retainer of $70,000, payable in quarterly installments in arrears (and prorated for partial service). • Chair Fees: The additional annual cash retainer amount of $50,000 is payable to either an independent Chair or a lead independent director. The Chairs of the Audit Committee, the Compensation Committee, the Nominating Committee and the Investment Committee will receive additional annual cash retainers of $20,000, $15,000, $15,000 and $15,000, respectively. • Committee Fees: Non-Chair members of the Audit Committee, the Compensation Committee, the Nominating Committee and the Investment Committee will receive additional annual cash retainers of $10,000, $7,500, $7,500 and $7,500, respectively. • Equity Awards: Annual award of RSUs with a value at grant of approximately $105,000 vesting on the first anniversary of the grant date, generally subject to continued service as a director through the vesting date.

  27. Why We Are Asking Our Stockholders to Approve the Restated 2019 Plan

    Why We Are Asking Our Stockholders to Approve the Restated 2019 Plan The adoption of the Restated 2019 Plan is necessary to allow us to continue to make our customary annual long-term incentive awards and other equity awards to attract, retain and motivate our officers, key employees, non-employee directors and consultants, and to continue to link the interests of participants to those of the Company’s stockholders. If this Proposal No. 2 is approved by our stockholders, the Restated 2019 Plan will become effective as of the date of the Annual Meeting. In the event that our stockholders do not approve this Proposal No. 2, the Restated 2019 Plan will not become effective, and the 2019 Plan will continue in its current form.

  28. The Size of Our Share Reserve Increase Request Is Reasonable

    The Size of Our Share Reserve Increase Request Is Reasonable • If this Proposal No. 2 is approved by our stockholders, we will have 2,200,000 new shares available for grant after the Annual Meeting for a total of approximately 2,626,573 shares available for grant after the Annual Meeting (based on shares available under the 2019 Plan as of March 18, 2025). • The proposed request, inclusive of the number of shares remaining available for grant, would not be substantially dilutive (issuance of all awards would be approximately 3.1% of shares outstanding, which is below the median of share requests in 2023 and 2024 at similarly situated equity REITs (3.4%)). • The Company anticipates these shares will be sufficient to cover equity awards for the next several years due to our reasonable grant practices, with a 3-year average burn rate of 0.46%, which is meaningfully below the ISS benchmark for our industry of 1.05%. Despite this estimate, the duration of the share reserve may be shorter or longer depending on various factors such as stock price, aggregate equity needs, and the equity award type mix.

  29. The Restated 2019 Plan Combines Compensation and Governance Best Practices

    The Restated 2019 Plan Combines Compensation and Governance Best Practices In addition to the stockholder-friendly features of our executive compensation program, the Restated 2019 Plan also includes provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices, including, without limitation: Flexibility in Designing Equity Compensation Scheme. The Restated 2019 Plan allows us to provide a broad array of equity incentives, including stock options, stock appreciation rights (“SARs”), restricted shares, restricted stock units (“RSUs”), long-term incentive plan units (“LTIP units”), performance-based awards (including performance-based restricted shares and RSUs) and other share-based awards. By providing this flexibility, we can quickly and effectively react to trends in compensation practices and continue to offer competitive compensation arrangements to attract and retain the talent necessary for the success of our business.

  30. The Restated 2019 Plan Combines Compensation and Governance Best Practices

    No “Evergreen” Provision. The Restated 2019 Plan does not provide for an automatic annual increase in shares available for grant based on the number of outstanding shares of common stock and instead fixes the maximum number of shares available for future grants. Accordingly, stockholder approval is required to issue any additional shares, allowing our stockholders to have direct input on our equity compensation program. • No Repricing Without Stockholder Approval. The Restated 2019 Plan expressly prohibits the repricing of outstanding options and stock appreciation rights and the cancellation of any outstanding options or stock appreciation rights that have an exercise or strike price greater than the then-current fair market value of our common stock in exchange for cash or other awards under the Restated 2019 Plan without prior stockholder approval. • No Liberal Change in Control Definition. The change in control definition in the Restated 2019 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the Restated 2019 Plan to be triggered. • No Liberal Share Recycling. Shares will not be added back to the available pool of shares under the Restated 2019 Plan when they are withheld to cover taxes or the exercise price of an award, or when they are subject to a stock-settled SAR that is exercised but not issued in settlement thereof. • No Automatic Grants. The Restated 2019 Plan does not provide for “reload” or other automatic grants to participants. • Awards Subject to Clawback. Awards granted under the Restated 2019 Plan will be subject to recoupment in accordance with the Company’s clawback policies, as they may be amended from time to time (and which are described in more detail in the “Compensation Discussion and Analysis” below). In addition, the Board may impose other clawback, recovery or recoupment provisions in an award agreement, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause.

  31. We Manage Our Equity Incentive Award Use Carefully and Dilution Is Reasonable

    We Manage Our Equity Incentive Award Use Carefully and Dilution Is Reasonable We continue to believe that equity incentive awards such as restricted stock units are a vital part of our overall compensation program. Our compensation philosophy reflects broad-based eligibility for equity incentive awards, and we grant awards to substantially all of our employees. However, we recognize that equity incentive awards dilute existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of equity incentive awards necessary to attract, reward, and retain employees. In addition, the vesting of some of our equity awards granted to our named executive officers are contingent on meeting pre-defined performance criteria, thereby ensuring alignment with value creation.

  32. Burn Rate

    | | Fiscal Year | | | | | 2024 | 2023 | 2022 | | Total number of shares of common stock subject to stock options granted | — | — | — | | Total number of shares of common stock subject to full value awards granted | 379,735 | 243,508 | 255,558 | | Weighted-average number of shares of common stock and OP Units outstanding | 76,942,723 | 64,402,271 | 50,031,444 | | Burn Rate(1) | 0.49% | 0.38% | 0.51% | | 3-Year Average Burn Rate | | 0.46% | |

  33. Overhang

    | | As of March 18, 2025 | | Total number of shares of common stock subject to outstanding stock options(1) | — | | Total number of shares of common stock subject to outstanding full value awards | 860,448 | | Total number of shares of common stock available for grant under the 2019 Plan(2) | 426,573 | | Total number of shares of common stock outstanding | 81,698,942 | | Total number of shares of Class A units of limited partnership of the operating partnership convertible into shares of common stock | 424,956 | | Per-share closing price of common stock as reported on The New York Stock Exchange | $15.42 |

  34. Purpose

    Purpose The primary purposes of the Restated 2019 Plan are to give us a competitive advantage in attracting, retaining and motivating employees (including prospective employees), directors and consultants, align the interests of those individuals with the Company’s stockholders and promote ownership of the Company’s equity. To accomplish these purposes, the Restated 2019 Plan provides for the grant of stock options (both stock options intended to be “incentive stock options” intended to meet the requirements under Section 422 of the Code and “nonqualified stock options” that do not meet such requirements), stock appreciation rights (“SARs”), restricted shares, RSUs, long-term incentive plan units (“LTIP units”), performance-based awards (including performance-based restricted shares and RSUs), other share-based awards, and other cash-based awards (collectively, “awards”), with each grant evidenced by an award agreement providing the terms of the award.

  35. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The maximum number of shares of our common stock that may be granted to any non-employee director during a fiscal year, taken together with any cash fees paid to such non-employee director during the fiscal year with respect to his or her service as a director, shall not exceed $750,000 in total value, or in the event such non-employee director is first appointed or elected to our Board during such fiscal year, $1,000,000 in total value (calculating the value of any such shares based on the grant date fair market value).

  36. Conditions on Awards

    Conditions on Awards All of the awards described below are subject to the conditions, limitations, restrictions, vesting and forfeiture provisions determined by the Compensation Committee, in its sole discretion, subject to certain limitations provided in the Restated 2019 Plan. Each award granted under the Restated 2019 Plan will be evidenced by an award agreement, which will govern that award’s terms and conditions. To the extent necessary to do so, in the case of any conflict or potential inconsistency between the Restated 2019 Plan and a provision of any award or award agreement with respect to an award, the Restated 2019 Plan will govern. The Compensation Committee may condition the vesting of or the lapsing of any applicable vesting restrictions or conditions on awards upon the attainment of performance goals, continuation of service, or any other term or conditions. If performance goals are established by the Compensation Committee in connection with the grant of an award, they will be based on one or more of the following criteria (“Performance Criteria”): measures

  37. Conditions on Awards

    of efficiency (including operating efficiency, productivity ratios or other similar measures); measures of achievement of expense targets, costs reductions, working capital, cash levels or general expense ratios; asset growth; earnings per share or net earnings; enterprise value or value creation targets; combined net worth; debt to equity ratio; revenue sales, net revenues or net sales measures; gross profit or operating profit measures (before or after taxes); investment performance; income or operating income measures (with or without investment income or income taxes, before or after risk adjustment, or other similar measures); cash flow; margin; net income (before or after taxes); earnings before interest, taxes, depreciation and/or amortization; return measures (including return on capital, invested capital, total capital, tangible capital, expenses, tangible expenses, equity, revenue, investment, assets or net assets or total stockholder return or similar measures); market share measures; measures of balance sheet achievements (including debt reductions, leverage ratios or other similar measures); increase in the fair market value of the Company’s common stock; changes (or the absence of changes) in the per share or aggregate fair market value of the Company’s common stock; the achievement of specific Company milestones; number of securities sold and funds from operations; and any combination of, or a specified increase or decrease in, any of the foregoing. The vesting conditions placed on any award need not be the same with respect to each grantee and the Compensation Committee will have the sole discretion to amend any outstanding award to accelerate or waive any or all restrictions, vesting provisions or conditions set forth in the award agreement.

  38. Types of Awards

    Types of Awards Stock Options. An award of a stock option gives a grantee the right to purchase a certain number of shares of our common stock during a specified term in the future, after a vesting period, at an exercise price equal to at least 100% of the fair market value of our common stock on the grant date. The term of a stock option may not exceed 10 years from the date of grant. Incentive stock options may only be granted from a plan that has been approved by our stockholders and will be exercisable in any fiscal year only to the extent that the aggregate fair market value of our common stock with respect to which the incentive stock options are exercisable for the first time does not exceed $100,000. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii) the term of the incentive stock option does not exceed five years from the date of grant. The exercise price of any stock option may be paid using (i) cash, check or certified bank check, (ii) shares of our common stock, (iii) a net exercise of the stock option, (iv) other legal consideration approved by the Company and permitted by applicable law and (v) any combination of the foregoing. Subject to adjustment as provided in the Restated 2019 Plan, the aggregate maximum number of shares of our common stock that may be issued pursuant to the exercise of incentive stock options under the Restated 2019 Plan is 4,294,976 shares. SARs. A SAR entitles the grantee to receive an amount equal to the difference between the fair market value of our common stock on the exercise date and the exercise price of the SAR (which may not be less than 100% of the fair market value of a share of our common stock on the grant date), multiplied by the number of shares subject to the SAR. The term of a SAR may not exceed ten years from the date of grant. Payment to a grantee upon the exercise of a SAR may be either in cash or shares of our common stock as determined by the Compensation Committee. Restricted Shares. A restricted share award is an award of outstanding shares of our common stock that does not vest until a specified period of time has elapsed, or other vesting conditions have been satisfied as determined by the Compensation Committee, and which will be forfeited if the conditions to vesting are not met. The Company may issue a certificate representing the shares of restricted shares, registered in the name of the grantee, and the Company may hold the certificate until the restrictions upon the award have lapsed. During the period that any restrictions apply, the transfer of stock awards is generally prohibited. Grantees have full voting rights with respect to their restricted shares. All dividend payments will be retained by the Company for the account of the relevant grantee during the vesting period. Such dividend payments will revert back to the Company if the restricted share upon which such dividends were paid reverts back to the Company. Upon vesting of the restricted share, any dividend payments will be paid to the grantee (without interest). Restricted Stock Units. An RSU is an unfunded and unsecured obligation to issue a share of common stock (or an equivalent cash amount) to the grantee in the future. RSUs become payable on terms and conditions determined by the Compensation Committee and will be settled either in cash or shares of our common stock as determined by the Compensation Committee. LTIP Units. LTIP unit awards consist of a grant of limited partnership units of our operating partnership (or any successor entity), the entity through which we will conduct substantially all our business. LTIP units can be granted either as free-standing awards or in tandem with other awards under the Restated 2019 Plan and are valued by reference to the value of shares of our common stock. LTIP unit awards will be structured to qualify as so-called “profits interests” for U.S. federal income tax purposes, meaning that no income will be recognized by the recipient upon grant or vesting, and we will not be entitled to any corresponding deduction. As profits interests, LTIP units would not initially have full parity with OP units with respect to liquidating distributions, but upon the occurrence of specified events could over time achieve such parity and thereby accrete to an economic value equivalent to shares of our common stock on a one-for-one basis. However, there are circumstances under which such parity would not be reached, in which case the value of the LTIP unit award would be reduced. If LTIP units are not disposed of within the one-year period beginning on the date of grant of the LTIP unit award, any gain (assuming the applicable tax elections are made by the grantee) realized by the recipient upon disposition should be taxed as long-term capital gain. Performance-Based Awards. Under the Restated 2019 Plan, the Compensation Committee may grant any type of award (including, but not limited to, restricted shares, RSUs and other share-based or cash-based awards) that are subject to the achievement of performance goals selected by the Compensation Committee. Such performance goals may be measured in absolute terms or relative to historic performance or the performance of other companies or an index. Other Share-Based or Cash-Based Awards. Under the Restated 2019 Plan, the Compensation Committee may grant other types of share-based, share-related or cash-based awards subject to such terms and conditions that the Compensation Committee may determine. Such awards may include the grant or offer for sale of unrestricted shares of our common stock, dividend equivalents, or cash awarded as a bonus, any of which may be subject to the attainment of performance goals or a period of continued employment or other terms or conditions.

  39. Change in Control

    Change in Control The Compensation Committee may provide in an award agreement that an award under the Restated 2019 Plan will rest on an accelerated basis upon a participant’s termination of employment in connection with a “change in control” (as defined in the Restated 2019 Plan). In the event of a change in control, the Compensation Committee may also (i) provide for the assumption of or the issuance of substitute awards, (ii) provide that for a period of at least twenty days prior to the change in control, stock options or SARs that would not otherwise become exercisable prior to a change in control will be exercisable as to all shares of common stock, as the case may be, subject thereto and that any stock options or SARs not exercised prior to the consummation of the change in control will terminate and be of no further force or effect as of the consummation of the change in control, (iii) modify the terms of such awards to add events or conditions (including the termination of employment within a specified period after a change in control) upon which the vesting of such awards will accelerate, (iv) deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the performance conditions to continue (as is or as adjusted by the Compensation Committee) after closing or (v) settle awards for an amount (as determined in the sole discretion of the Compensation Committee) of cash or securities (in the case of stock options and SARs that are settled in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards).

  40. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table summarizes the equity compensation plan under which our common stock may be issued as of December 31, 2024:

  41. Equity Compensation Plan Information

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(2) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders(1) | 617,429 | — | 737,897 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 617,429 | — | 737,897 |

  42. Equity Compensation Plan Information

    (1) Relates to restricted stock units (“RSUs”) available for issuance under our 2019 Omnibus Incentive Compensation Plan. (2) Includes 617,429 shares that employees and non-employee directors have the right to acquire upon the vesting of the equivalent RSUs that they have been awarded under our 2019 Omnibus Incentive Compensation Plan.

  43. Equity Compensation Plan Information

    | 29 | 2025 PROXY STATEMENT | |

  44. Equity Compensation Plan Information

    COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis (“CD&A”) discusses our executive compensation philosophy, objectives and programs, the compensation decisions made under those programs, and the factors considered by the Compensation Committee of our Board (the “Committee”) in making those decisions. The CD&A focuses on the compensation of our named executive officers for 2024:

  45. Equity Compensation Plan Information

    | Named Executive Officer | Title | | Mark Manheimer | President, Chief Executive Officer and Secretary | | Daniel Donlan | Chief Financial Officer and Treasurer |

  46. Equity Compensation Plan Information

    Mr. Manheimer and Mr. Donlan are our named executive officers for 2024 based on their respective positions with us as principal executive officer and principal financial officer during 2024. Because we only had two “executive officers” as defined in Exchange Act Rule 3b-7 during 2024, we only have two named executive officers.

  47. Compensation Philosophy and Objectives

    * Excludes the supplemental grant of approximately $250,000 in value of time-based RSUs awarded to Mr. Manheimer in March 2024 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.

  48. 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 | | Stockholder Alignment and Governance Enhancements | • Based on a market review of current best practices from our independent 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) | • To further strengthen the alignment between our executive officers and our stockholders: ◦ increased the CEO’s stock ownership requirement from 5X to 6X annual salary; and ◦ provided executive officers with the ability to elect to receive RSUs in lieu of up to 75% (increased from 50%) of STI compensation under the Alignment of Interest Program, which is described in the section entitled “Alignment of Interest” Program below |

  49. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant To assist with the analysis of executive compensation for fiscal year 2024, 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 2024, FP advised the

  50. Role of the Independent Compensation Consultant

    | 31 | 2025 PROXY STATEMENT | |

  51. Role of the Independent Compensation Consultant

    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 2024 fiscal year.

  52. 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. In October 2023, the Committee, after considering stockholder feedback and using information provided by FP, established the following peer group to be used in connection with making compensation decisions for 2024:

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

    | 2024 Peer Group(1) | | | Agree Realty (ADC) | Getty Realty (GTY) | | Chatham Lodging Trust (CLDT) | Peakstone Realty Trust (PKST) | | Community Healthcare Trust (CHCT) | Plymouth Industrial REIT (PLYM) | | Essential Properties Realty Trust (EPRT) | Retail Opportunity Investments (ROIC) | | Four Corners Property Trust (FCPT) | Urban Edge Properties (UE) |

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

    (1) In October 2024, the Committee approved the peer group to be used in connection with making compensation decisions for 2025. We added FrontView REIT (FVR) and Sila Realty Trust (SILA) to the 2025 peer group, but the 2025 peer group otherwise remained unchanged from the 2024 peer group. The 2024 peer group was established 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 net lease and external growth oriented REITs and secondarily on other retail REITs (excluding regional malls), other REITs and geographic competitors, 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. Based on these criteria, the Committee removed several companies included in our 2023 peer group that were relatively larger in size than the Company (including Spirit Realty Capital, Pebblebrook Hotel Trust, RLJ Loding Trust, and SITE Centers) and added three companies that 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). In addition, RPT Realty was removed following its acquisition by Kimco Realty Corporation. In addition, the Committee approved two triple-net lease free standing retail REITs as “structure peers”: National Retail Properties, Inc. and Realty Income 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.

  55. Executive Compensation Components

    Mr. Manheimer’s target total compensation for 2024 fell slightly below the 50th percentile of our peer group. (2) Mr. Donlan’s target total compensation for 2024 approximated the 50th percentile of our peer group. (3) Represents the fair value of Mr. Donlan’s new hire RSU award granted in connection with his appointment to Chief Financial Officer and Treasurer in April 2023.

  56. 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, his 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. The 2024 STI opportunities for Messrs. Manheimer and Donlan, which were determined by the Committee in early 2024, are set forth in the table below. Mr. Manheimer’s 2024 STI opportunity did not change year-over-year, and Mr. Donlan’s target STI opportunity was increased from $350,000 for fiscal year 2023 to $425,000 for fiscal year 2024, which placed Mr. Donlan’s 2024 STI opportunity at approximately the 50th percentile of our peer group.

  57. 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 | 57% | 113% | 227% | 425,000 |

  58. 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 2024 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 2024 STI program, the Committee determined to replace the occupancy performance goal that was included in the 2023 STI program with a general and administrative (“G&A”) expense performance goal to focus management on a key efficiency metric that impacts the overall profitability and value of the Company. The remaining 20% of the STI opportunity was based on the Committee’s qualitative assessment of both individual and overall Company performance during 2024. The corporate performance goals and weightings, in addition to our actual performance, are set forth in the following table:

  59. Short-Term Incentive Program

    | 33 | 2025 PROXY STATEMENT | |

  60. Short-Term Incentive Program

    | Corporate Performance Goal | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Achievement Level (% of Target) | Weighted Payout | | AFFO/Share(1) | 35% | $1.23 | $1.27 | $1.30 | $1.26 | 87.5% | 30.6% | | Portfolio Investment Grade/Investment Grade Profile %(2) | 15% | 75% | 80% | 85% | 78.8% | 88.0% | 13.2% | | Leverage(3) | 15% | 5.25x | 4.75x | 4.25x | 3.75x | 200.0% | 30.0% | | Cash G&A (in millions)(4) | 15% | $14.5 | $14.0 | $13.5 | $13.0 | 200.0% | 30.0% | | Subjective(5) | 20% | 1 | 3 | 5 | 2 | 75.0% | 15.0% | | Total: | 100% | | | | | | 118.8% |

  61. Short-Term Incentive Program

    Adjusted funds from operations (“AFFO”) per diluted share for the full year 2024. AFFO is a non-GAAP financial measure. See Appendix A for a reconciliation of full year 2024 AFFO to net (loss) income, the most comparable GAAP measure. AFFO is used by management and stockholders to assess funds available for distributions. (2) Four quarter 2024 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 a credit rating of BBB- (S&P/Fitch), Baa3 (Moody’s) or NAIC-2 (National Association of Insurance Commissioners) or higher. We define “Investment Grade Profile” tenants as tenants with metrics of more than $1.0 billion in annual sales 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 2024 average of reported adjusted net debt to EBITDA, which adjusts for the impact of the estimated cash yield on developments in process, intra-quarter acquisitions, dispositions and re-leasing activities, and includes 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) Total general and administrative expense for full year 2024 less stock compensation and non-recurring executive transition costs, severance and related charges. (5) The Committee evaluated Company overall performance during 2024 across several categories, as discussed below. In evaluating the subjective performance component, the Committee considered Company performance across several categories, including operations, acquisitions and dispositions, asset management, and culture, as well as each of Messrs. Manheimer’s and Donlan’s respective contributions to such overall performance. In determining the achievement level of the subjective performance component, the Committee considered the Company’s net investment activity, portfolio management, tenant concentration and relative stock price performance. The 2024 STI earned by each of Messrs. Manheimer and Donlan for 2024 is set forth in the following table:

  62. Short-Term Incentive Program

    | Name | 2024 Annual STI Payout Percentage (% of Target) | 2024 Annual STI ($)(1) | | Mark Manheimer | 118.8% | 831,775 | | Daniel Donlan | 118.8% | 505,006 |

  63. Short-Term Incentive Program

    (1) Pursuant to our Alignment of Interest Program, which is described below, Messrs. Manheimer and Donlan each elected to receive an award of RSUs under the Omnibus Plan (such award, “Alignment RSUs”) in lieu of 75% and 50%, respectively, of their 2024 STIs. Accordingly, 75% of Mr. Manheimer’s 2024 STI was paid in the form of Alignment RSUs, and the remaining 25% was paid in cash, and 50% of Mr. Donlan’s 2024 STI was paid in the form of Alignment RSUs, and the remaining 50% was paid in cash.

  64. 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% 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.

  65. 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 Performance Stock Unit (“PSU”) awards. For 2024, the time-based RSUs granted to our named executive officers vest over a three-year period and represent 40% of the long-term incentive opportunity, and the PSUs granted to our named executive officers 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 2024, the Committee approved the grant of the following time-based RSU awards to each of our named executive officers, which vest annually in three equal installments commencing on February 16, 2025, subject to continued service through each vesting date:

  66. Long-Term Incentive Awards

    | Name | Shares Underlying RSU Grant (#) | Aggregate Fair Value of RSU Grant ($) | | Mark Manheimer | 69,244 | 1,199,999 | | Daniel Donlan | 16,157 | 280,001 |

  67. Long-Term Incentive Awards

    In March 2024, 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, Mr. Manheimer also received a supplemental grant of 14,526 time-based RSUs with an aggregate grant date fair value of approximately $250,000. Such supplemental award vests one-third on each of the first three anniversaries of the grant date, subject to Mr. Manheimer’s continued service through each vesting date. 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 2024, the Committee approved the grant of the following PSU awards (at target) to each of our named executive officers:

  68. Long-Term Incentive Awards

    | Name | Target Shares Underlying PSU Grant (#) | Aggregate Fair Value of PSU Grant ($) | | Mark Manheimer | 114,109 | 1,799,995 | | Daniel Donlan | 26,626 | 420,008 |

  69. 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 December 31, 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 31 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:

  70. 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 |

  71. 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 Committee determined that the target performance levels underlying our Absolute TSR and Relative TSR goals were set at meaningfully rigorous levels, as they require an 8% annual return and above median relative outperformance, respectively, to earn a target level payout. Subject to the terms of the award agreements evidencing the PSUs, between zero and 200% of the target number of PSUs will vest on December 31, 2026, depending on the Company’s Absolute TSR and Relative TSR over the Performance Period. The RTSR Comparator Group for purposes of the 2024 PSU award is as follows:

  72. Long-Term Incentive Awards

    | 35 | 2025 PROXY STATEMENT | |

  73. Long-Term Incentive Awards

    | 2024 PSU Awards — RTSR Comparator Group | | | | Agree Realty | Global Medical REIT | Peakstone Realty Trust | | Alexandria Real Estate | Global Net Lease | Physicians Realty Trust | | CareTrust REIT | LTC Properties | Plymouth Industrial REIT | | Community Healthcare Trust | LXP Industrial Trust | Postal Realty Trust | | EPR Properties | Medical Properties Trust | Realty Income | | Essential Properties Realty Trust | National Health Investors | Sabra Health Care REIT | | Four Corners Property Trust | Net Lease Office Properties | Safehold | | Gaming and Leisure Properties | NNN REIT | STAG Industrial | | Getty Realty | Omega Healthcare Investors | VICI Properties | | Gladstone Commercial | One Liberty Properties | W. P. Carey | | | Orion Office REIT | |

  74. Long-Term Incentive Awards

    2021 PSU Payout. In March 2021, the Committee granted PSUs (the “2021 PSUs”) to Mr. Manheimer. Between zero and 200% of the target number of the 2021 PSUs were scheduled to vest based on the Company’s Absolute TSR and Relative TSR over the three-year performance period ending on March 8, 2024. On March 8, 2024, Mr. Manheimer vested in 35,169 PSUs, representing approximately 51.4% of the target number of the 2021 PSUs, based on the actual achievement of the performance goals as set forth below.

  75. Long-Term Incentive Awards

    | | | Performance Level(1) | | | | | | Performance Goal | Weighting | Threshold (50% Earned) | Target (100% Earned) | Maximum (200% Earned) | Actual Performance | Weighted Payout | | Absolute TSR | 60% | 21% | 27% | 33% | 6% | 0% | | Relative TSR | 40% | 35th percentile | 55th percentile | 75th percentile | 61st percentile | 51.4% | | Actual Payout (% of Target) | | | | | | 51.4% |

  76. Long-Term Incentive Awards

    (1) Linear interpolation was applied for actual performance that fell between two performance levels.

  77. 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.

  78. 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

  79. Equity Grant Practices

    | 37 | 2025 PROXY STATEMENT | |

  80. Equity Grant Practices

    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.

  81. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table discloses compensation information for fiscal years 2024, 2023 and 2022 with respect to our principal executive officer and our principal financial officer (collectively, our “named executive officers”). As explained above in the Compensation Discussion and Analysis, because we only had two “executive officers” as defined in Exchange Act Rule 3b-7 during 2024, we only have two named executive officers. Certain other information is provided in the narrative sections following the Summary Compensation Table.

  82. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark Manheimer President, Chief Executive Officer and Secretary | 2024 | 700,000 | 3,375,044 | 831,775 | 13,928 | 4,920,747 | | | 2023 | 700,000 | 2,385,917 | 978,426 | 13,872 | 4,078,215 | | | 2022 | 600,000 | 2,410,250 | 687,334 | 12,260 | 3,709,844 | | Daniel Donlan(4) Chief Financial Officer and Treasurer | 2024 | 375,000 | 700,009 | 505,006 | 13,297 | 1,593,312 | | | 2023 | 255,208 | 650,000 | 489,213 | 107,912 | 1,502,333 |

  83. Summary Compensation Table

    (1) The amounts reported in this column for 2024 reflect the aggregate fair value of time-vested RSU awards, a supplemental RSU award for Mr. Manheimer (as described below), PSUs and 2024 Additional RSUs (as described below) granted in 2024 to our named executive officers, calculated in accordance with FASB ASC Topic 718. 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 has been included in the “Stock Awards” column for 2024. 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 earned 2023 STI in the form of RSUs under the Alignment of Interest Program. The 2023 Alignment RSUs are reported in the “Non-Equity Incentive Plan Compensation” column for 2023. In addition, based on the Alignment Multiplier, Mr. Manheimer was granted 7,057 Additional RSUs in 2024 with respect to his earned 2023 STI (the “2024 Additional RSUs”), which are reported in the “Stock Awards” column for 2024. The 2024 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, 2024.

  84. Summary Compensation Table

    | | PSU Grant Date Value ($) | RSU Grant Date Value ($) | Supplemental RSU Grant Date Value ($) | 2024 Additional RSU Grant Date Value ($) | Total Grant Date Value ($) | | Mark Manheimer | 1,799,995 | 1,199,999 | 252,752 | 122,298 | 3,375,044 | | Daniel Donlan | 420,008 | 280,001 | — | — | 700,009 |

  85. Summary Compensation Table

    (2) The amounts reported for Messrs. Manheimer and Donlan in the “Non-Equity Incentive Plan Compensation” column for 2024 represent the amounts earned under the Company’s 2024 STI program, as described above in the Compensation Discussion and Analysis under the heading “Executive Compensation Components — Short-Term Incentive Program.” Seventy five percent (75%) and fifty percent (50%), respectively, of the amounts reported in this column for Messrs. Manheimer and Donlan for 2024 was paid in the form of RSUs pursuant to the Alignment of Interest Program (the “2024 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, Messrs. Manheimer and Donlan were granted 10,682 and 4,323 Additional RSUs, respectively, in 2025 with respect to their earned 2024 STIs 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 2025 Additional RSUs will be reported in the “Stock Awards” column for 2025 that will be included in the Company’s proxy statement relating to the 2026 Annual Meeting of Stockholders. (3) The amounts reported in this column for 2024 represent (i) for Mr. Manheimer, $13,800 in employer matching contributions under the Company’s 401(k) plan and $128 in life insurance premiums and (ii) for Mr. Donlan, $13,169 in employer matching contributions under the Company’s 401(k) plan and $128 in life insurance premiums. Mr. Donlan was appointed Chief Financial Officer and Treasurer, effective April 10, 2023. Mr. Donlan was not a named executive officer in 2022 and thus, only 2023 and 2024 compensation information is shown for him in this table.

  86. Summary Compensation Table

    | 40 | 2025 PROXY STATEMENT | |

  87. 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, 2024 to our named executive officers.

  88. 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 | 2/16/24 | | | | 57,055 | 114,109 | 228,218 | | 1,799,995 | | | Annual RSU Grant | 2/16/24 | | | | | | | 69,244 | 1,199,999 | | | Supplemental RSU Grant(5) | 3/8/24 | | | | | | | 14,526 | 252,752 | | | 2024 Additional RSU Grant(6) | 2/16/24 | | | | | | | 7,057 | 122,298 | | Daniel Donlan | Annual Incentive | — | 212,500 | 425,000 | 850,000 | | | | | | | | PSU Grant | 2/16/24 | | | | 13,313 | 26,626 | 53,252 | | 420,008 | | | Annual RSU Grant | 2/16/24 | | | | | | | 16,157 | 280,001 |

  89. Grants of Plan-Based Awards

    (1) 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% and 113% for Mr. Manheimer and Mr. Donlan, respectively. The target amount is generally the named executive officer’s base salary multiplied by his target opportunity. The dollar value of the actual non-equity plan incentive compensation earned for the year ended December 31, 2024 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, 2024. See “Long-Term Incentives — PSUs” below for an explanation regarding the vesting and distribution of the PSUs.

  90. Grants of Plan-Based Awards

    | 41 | 2025 PROXY STATEMENT | |

  91. Grants of Plan-Based Awards

    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 date included above, respectively, generally subject to each executive’s continued employment through each vesting date. The supplemental RSU grant made to Mr. Manheimer vests ratably on each of the first three anniversaries of the grant date included above, generally subject to his continued employment through each 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, 2024. (5) 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. (6) As described above under footnote (1) to the Summary Compensation Table, Mr. Manheimer was granted 7,057 2024 Additional RSUs. These 2024 Additional RSUs vest ratably on each of the first three anniversaries of February 16, 2024, 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.

  92. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows outstanding equity awards as of December 31, 2024 held by our named executive officers.

  93. Outstanding Equity Awards at 2024 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 | 69,244(2) | 979,803 | 57,055(3) | 807,321(3) | | | 14,526(4) | 205,543 | | | | | 28,230(5) | 399,455 | | | | | 7,057(6) | 99,857 | | | | | 30,379(7) | 429,863 | 31,984(8) | 452,574(8) | | | 11,348(9) | 160,574 | | | | | 2,837(10) | 40,144 | | | | | 13,852(11) | 196,006 | 30,837(12) | 436,344(12) | | | 6,639(13) | 93,942 | | | | | 1,661(14) | 23,503 | | | | | 6,111(15) | 86,471 | | | | Daniel Donlan | 16,157(2) | 228,622 | 13,313(3) | 188,379(3) | | | 23,361(16) | 330,558 | | |

  94. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) The value of the unvested RSU awards is shown assuming a market value of $14.15 per share, the closing market price of a share of our common stock on December 31, 2024. (2) On February 16, 2024, Messrs. Manheimer and 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 such executive’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 2024-2026 performance period, which remain subject to the achievement of the applicable performance goals, held by Messrs. Manheimer and Donlan, multiplied by a market value of $14.15 per share, the closing market price of a share of our common stock on December 31, 2024. In calculating the number of PSUs and their value, we are required by SEC rules to compare our performance through 2024 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 December 31, 2024, we have reported the PSUs at the threshold award level for this performance period. (4) On March 8, 2024, Mr. Manheimer received a supplemental time-based RSU award 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. For additional information, see Compensation Discussion and Analysis above under the heading “— Long-Term Incentive Awards.” (5) Represents 2023 Alignment RSUs. These RSUs vest ratably on each of the first three anniversaries of February 16, 2024, generally subject to Mr. Manheimer’s continued service through each vesting date. (6) Represents 2024 Additional RSUs. These RSUs vest ratably on each of the first three anniversaries of February 16, 2024, generally subject to Mr. Manheimer’s continued service through each vesting date. (7) 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. (8) 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 $14.15 per share, the closing market price of a share of our common stock on December 31, 2024. In calculating the number of PSUs and their value, we are required by SEC rules to compare our performance through 2024 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 December 31, 2024, we have reported the PSUs at the threshold award level for this performance period. (9) 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. (10) 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. 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.

  95. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 43 | 2025 PROXY STATEMENT | |

  96. Outstanding Equity Awards at 2024 Fiscal Year-End

    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 $14.15 per share, the closing market price of a share of our common stock on December 31, 2024. In calculating the number of PSUs and their value, we are required by SEC rules to compare our performance through 2024 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 December 31, 2024, we have reported the PSUs at the threshold award level for this performance period. On February 28, 2025, no PSUs subject to this award held by Mr. Manheimer vested as a result of achievement below the threshold award level for this performance period. (13) 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. (14) 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. (15) 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. (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.

  97. Stock Vested in 2024

    Stock Vested in 2024 The following table summarizes the vesting of RSUs and PSUs held by our named executive officers during 2024. The Company has never issued stock options and, therefore, no stock options were exercised in 2024 by our named executive officers.

  98. Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Mark Manheimer | 141,843 | 2,332,430 | | Daniel Donlan | 11,679 | 200,645 |

  99. Stock Vested in 2024

    (1) Represents the vesting of RSU awards granted in 2019, 2020, 2021, 2022 and 2023 and PSUs granted in 2021. (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.

  100. 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 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, 2024. 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.

  101. Potential Payments Upon Termination or Change in Control

    | 44 | 2025 PROXY STATEMENT | |

  102. 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) | 2,715,159 | 2,715,159 | 2,715,159 | | Accelerated vesting of PSUs(3) | 3,392,477 | 3,392,477 | 3,392,477 | | COBRA premiums(4) | 33,734 | 33,734 | 33,734 | | 2024 short-term incentives(5) | 831,775 | 831,775 | 831,775 | | Total payments | 9,773,144 | 11,173,144 | 7,089,811 | | Daniel Donlan | | | | | Cash severance(1) | 800,000 | 1,600,000 | 62,500 | | Accelerated vesting of RSUs(2) | 559,180 | 559,180 | 559,180 | | Accelerated vesting of PSUs(3) | 376,758 | 376,758 | 376,758 | | COBRA premiums(4) | 48,402 | 48,402 | 48,402 | | 2024 short-term incentives(5) | 505,006 | 505,006 | 505,006 | | Total payments | 2,289,345 | 3,089,345 | 1,551,845 |

  103. 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 31, 2024 closing price of a share of the Company’s common stock ($14.15), as described below. (3) The amounts in this row represent accelerated vesting of PSUs, assuming target performance, valued based on the December 31, 2024 closing price of a share of the Company’s common stock ($14.15). A description of the relevant agreements with the named executive officers is 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, 2024, the amounts in this row represent the STI awards Messrs. Manheimer and Donlan actually earned with respect to 2024. This amount has not been prorated because it assumes service through the full 2024 year.

  104. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the specified disclosure regarding the relationship of CEO total compensation to the total compensation of its median employee, referred to as “pay ratio” disclosure. For fiscal 2024: • the median of the annual total compensation of all employees of the Company (other than the CEO) was $178,800; and • the annual total compensation of the CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $4,920,747. Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was approximately 28 to 1. The pay ratio above represents the Company’s reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, based on our payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio set forth above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Set forth below is a description of the methodology the Company used to identify the median employee for purposes of this disclosure. • To determine the Company’s total population of employees as of October 1, 2024, the Company included all full-time, part-time, seasonal and temporary employees, including employees of consolidated subsidiaries, consisting of approximately 23 employees in the aggregate. None of the Company’s employees is located outside of the U.S. The Company previously used October 31 as the determination date for identifying the median employee. The change in the determination date to October 1 for the 2024 median employee determination was made for administrative ease and does not significantly affect the composition of the employee population. • To identify the “median employee” from the Company’s employee population as determined above, the Company compared the aggregate amount of each employee’s annual base salary and cash bonus. In making this determination, the Company annualized the compensation of employees who were employed by the Company for less than the entire fiscal year. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of employees. • Using this approach, the Company selected the employee at the median of its employee population, who was a salaried employee. The Company then calculated annual total compensation for this employee using the same methodology used to calculate annual total compensation for the named executive officers as set forth in the Summary Compensation Table. The Company determined that the employee’s annual total compensation for the fiscal year ended December 31, 2024 was $178,800. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table for 2024 included in this Proxy Statement.

  105. 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 and other performance measures of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company 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.

  106. 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 $100 Investment Based on: | | Net (Loss) Income (thousands)(7) ($) | Company Selected Measure — AFFO / Diluted Share(8) ($) | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(5)(6) ($) | | | | 2024 | 4,920,747 | 2,233,017 | 1,593,312 | 1,168,437 | 96.30 | 131.39 | (12,000) | 1.26 | | 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 |

  107. 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:

  108. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards(a) ($) | Add: Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2024 | 4,920,747 | (3,375,044) | 687,314 | 2,233,017 |

  109. 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. 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, and the Company’s cumulative TSR over the five years presented in the table, on the other hand. Compensation Actually Paid and Net (Loss) 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, and the Company’s net (loss) income over the five years presented in the table, on the other hand.

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

    | 50 | 2025 PROXY STATEMENT | |

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

    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, and the Company’s AFFO per diluted share over the five years presented in the table, on the other hand. Cumulative TSR of the Company and Cumulative TSR of the Peer Group The chart below shows the relationship between the Company’s five-year cumulative TSR and the five-year cumulative TSR of the companies in the NAREIT US EQUITY REIT Index for the period beginning August 13, 2020 (the date our common stock began trading on the NYSE exchange) and ending December 31, 2024. The graph assumes an investment of $100 on August 13, 2020. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

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

    | 51 | 2025 PROXY STATEMENT | |

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

    AUDIT COMMITTEE REPORT The Audit Committee is responsible for appointing, compensating, retaining and overseeing the work of our independent registered public accounting firm and reviewing and evaluating reporting processes and internal controls. The Audit Committee also oversees the audit fee negotiations associated with the retention of KPMG LLP. The Audit Committee is currently comprised of Messrs. Christodolou (Chair) and Troxell and Ms. Wittman, each a non-employee director, and operates under a written charter that was last amended by our Board in October 2024. A copy of the current charter is available on our website at www.NETSTREIT.com. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement. Our Board has affirmatively determined that all directors serving on the Audit Committee meet the definition of “independent director” based on the standards of the NYSE and satisfy the independence requirements of Rule 10A-3 of the Exchange Act. Our Board has also determined that (i) each member of the Audit Committee qualifies as an “audit committee financial expert” under SEC rules and regulations and (ii) each member of the Audit Committee is “financially literate” as the term is defined by NYSE listing standards. The Audit Committee members are neither professional accountants nor auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent auditor, nor can the Audit Committee certify that the independent auditor is “independent” under applicable rules. The Audit Committee serves a board-level oversight role in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors and the experience of the Audit Committee’s members in business, financial and accounting matters. Our management has the primary responsibility for the financial statements and reporting process, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as the report of management, for the year ended December 31, 2024, regarding the Company’s internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act. Our Audit Committee has retained KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025. KPMG LLP has been the independent registered public accounting firm for the Company since 2019. The members of the Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders. In reaching this conclusion, the Audit Committee considered KPMG LLP’s integrity, controls and processes to ensure KPMG LLP’s independence, objectivity, industry and company-specific experience, quality and effectiveness of personnel and communications, commitment to serving the Company, appropriateness of fees for audit and non-audit services and external data on audit quality and performance, including recent Public Company Accounting Oversight Board (United States) (PCAOB) reports on KPMG LLP. The Audit Committee has discussed with the KPMG LLP the overall scope and plans of its audit. The Audit Committee meets with KPMG LLP, with and without management present, to discuss the results of KPMG LLP’s procedures, their evaluations of the Company’s internal controls, including internal control over financial reporting, and the overall quality of the Company’s financial reporting. The Audit Committee reviewed with KPMG LLP its judgments as to the quality, not just the acceptability, of the Company’s accounting policies and such other matters as are required to be discussed with the Audit Committee by the Standards of the PCAOB. The Audit Committee has also received written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP its independence from the Company. The Audit Committee has considered whether the provision of non-audit services to the Company is compatible with maintaining the independence of KPMG LLP. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements for the year ended December 31, 2024 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.