SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.      )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to § 240.14a-12

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NETSTREIT Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2025

NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
AND PROXY STATEMENT

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of NETSTREIT Corp. (the “Company” or “NETSTREIT”) to be held through a virtual web conference at www.virtualshareholdermeeting.com/NTST2025 on May 15, 2025, at 9:00 a.m. Central Daylight Time. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit questions in advance of and during the meeting by logging in to the website listed above using the 16-digit control number included in your notice of internet availability of proxy materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are admitted when the meeting starts.

We have included with this letter a proxy statement that provides you with detailed information about the Annual Meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about NETSTREIT from documents we have filed with the United States Securities and Exchange Commission (the “SEC”).

We have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules. As a result, we are mailing to our stockholders a notice instead of paper copies of this proxy statement and our 2024 Annual Report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2024 Annual Report and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.

You are being asked at the Annual Meeting to elect directors named in the accompanying proxy statement, to approve the amendment and restatement of the NETSTREIT Corp. 2019 Omnibus Incentive Compensation Plan, to ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025, to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement and to conduct any other business properly brought before the Annual Meeting.

As always, we encourage you to vote your shares prior to the Annual Meeting. You may vote your shares through one of the methods described in the accompanying proxy statement. We strongly urge you to read the accompanying proxy statement carefully and to vote FOR the nominees proposed by the Board of Directors and FOR the other proposals by following the voting instructions contained in the proxy statement.

Sincerely,

Mark Manheimer

President, Chief Executive Officer and Secretary

This proxy statement is dated March 28, 2025 and is first being made available to stockholders on March 28, 2025.

 

 

NOTICE OF 2025 ANNUAL
MEETING OF STOCKHOLDERS

To Be Held on May 15, 2025

Items to be Voted On:

How to Vote:

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE THAT YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. VOTING NOW VIA PROXY WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING.

Our Board has fixed the close of business on March 18, 2025 as the record date for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.

Mark Manheimer
President, Chief Executive Officer and Secretary

 

 

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

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a notice of internet availability of proxy materials to certain of our stockholders. This notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the notice of internet availability of proxy materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.

 

 

TABLE OF CONTENTS

​	Page	​	​	​	​
​	6	​	​	2025 PROXY STATEMENT SUMMARY	​
​	6	​	​	2025 Annual Meeting of Stockholders	​
​	7	​	​	Business Highlights	​
​	8	​	​	Executive Compensation Highlights	​
​	8	​	​	Corporate Responsibility Highlights	​
​	9	​	​	ELECTION OF DIRECTORS	​
​	10	​	​	DIRECTORS AND MANAGEMENT	​
​	10	​	​	Director Biographical Information	​
​	13	​	​	Board Experience, Qualifications and Skills	​
​	14	​	​	Executive Officer Biographical Information	​
​	15	​	​	CORPORATE GOVERNANCE	​
​	15	​	​	Criteria for Selection of Directors	​
​	15	​	​	Recommendation of Nominees by Stockholders	​
​	15	​	​	Board and Committee Self-Evaluations	​
​	15	​	​	Independence of Directors	​
​	16	​	​	Board’s Role in Risk Oversight	​
​	16	​	​	Corporate Responsibility	​
​	18	​	​	Other Board Information	​
​	20	​	​	Non-Employee Director Compensation	​
​	21	​	​	Security Ownership of Certain Beneficial Owners, Directors and Management	​
​	23	​	​	APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE 2019 OMNIBUS PLAN	​
​	23	​	​	Why We Are Asking Our Stockholders to Approve the Restated 2019 Plan	​
​	23	​	​	Why You Should Vote for the Restated 2019 Plan	​
​	25	​	​	Description of the Restated 2019 Plan	​
​	27	​	​	Certain U.S. Federal Income Tax Effects	​
​	28	​	​	New Plan Benefits	​
​	29	​	​	Plan Benefits	​
​	29	​	​	Equity Compensation Plan Information	​
​	30	​	​	COMPENSATION DISCUSSION AND ANALYSIS	​
​	30	​	​	Overview of the Compensation Program	​
​	30	​	​	Compensation Philosophy and Objectives	​
​	30	​	​	Say on Pay Advisory Vote Results and Stockholder Outreach	​
​	31	​	​	Setting Executive Compensation	​
​	32	​	​	Executive Compensation Components	​
​	36	​	​	Other Benefits	​
​	36	​	​	Governance and Other Considerations	​
​	39	​	​	COMPENSATION COMMITTEE REPORT	​
​	40	​	​	EXECUTIVE COMPENSATION	​
​	40	​	​	Summary Compensation Table	​
​	41	​	​	Grants of Plan-Based Awards	​
​	43	​	​	Outstanding Equity Awards at 2024 Fiscal Year-End	​
​	44	​	​	Stock Vested in 2024	​

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​	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	​

 

 

2025 PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2024 performance, please review our 2024 Annual Report on Form 10-K.

2025 Annual Meeting of Stockholders

* The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement.

Items to be Voted on

Director Nominees

 

 

Business Highlights

Portfolio Highlights

Financial Highlights

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Net loss of $12.0 million for the full year 2024.

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Net loss per diluted share of $0.16, core funds from operations (“Core FFO”)(8) per diluted share of $1.26(9) and adjusted funds from operations (“AFFO”)(8) per diluted share of $1.26(9) for the full year 2024.

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(1)

ABR is annualized base rent as of December 31, 2024, for all leases that commenced, and annualized cash interest on mortgage loans receivable in place as of that date.

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(2)

Includes acquisitions, mortgage loans receivable, and completed developments.

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(3)

Excludes investments that secure mortgage loans receivable.

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(4)

Weighted by ABR; excludes lease extension options and investments that secure mortgage loans receivable.

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(5)

Investments, or investments that are subsidiaries of a parent entity (with such subsidiary making up at least 50% of the parent company total revenue), with a credit rating of BBB- (S&P/Fitch), Baa3 (Moody’s) or NAIC2 (National Association of Insurance Commissioners) or higher.

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(6)

Investments with investment grade credit metrics (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, Fitch, Moody’s, or NAIC.

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(7)

Investments, or investments that are subsidiaries of a parent entity (with such subsidiary making up at least 50% of the parent company total revenue), with a credit rating of BB+ (S&P), Ba1 (Moody’s) or NAIC3 (National Association of Insurance Commissioners) or lower.

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(8)

Core FFO per diluted share and AFFO per diluted share are considered non-GAAP financial measures by the SEC. See Appendix A to this Proxy Statement for more information about these non-GAAP financial measures and for reconciliations from the most comparable GAAP financial measures.

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(9)

Per share amounts include weighted average common shares of 76,517,767 for the twelve months ended December 31, 2024.

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Executive Compensation Highlights

Corporate Responsibility Highlights

We are committed to fulfilling our obligations as corporate citizens. As we grow, we intend to integrate environmental, social, and governance (“ESG”) considerations into our strategy and processes. We intend to leverage this commitment to deepen our ESG approach, using ESG frameworks to identify material risks and opportunities, analyzing data to refine our strategy, policies, and practices, and providing transparency to our investors and stakeholders. We encourage you to review our Inaugural Corporate Responsibility Report, which can be found at www.NETSTREIT.com/corporateresponsibility. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement.

 

 

ELECTION OF DIRECTORS

(PROPOSAL NO. 1)

Upon the recommendation of our Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has nominated the seven individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2026 or until their successors, if any, are elected or appointed. Our Articles of Amendment and Restatement (“Charter”) and Amended and Restated Bylaws (“Bylaws”) provide for the annual election of directors. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). In addition, our Corporate Governance Guidelines contain a resignation policy which provides that in the event an incumbent director fails to receive a majority of the votes cast in an uncontested election, such director shall promptly tender his or her resignation to the Board for consideration. The Board has determined that each director nominee, other than Mr. Manheimer, if elected, would be an independent director, as further described below in “Corporate Governance — Independence of Directors.”

All of the director nominees listed below have consented to being named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board, or alternatively, the Board may may leave a vacancy on the Board or reduce the number of directors to be elected at the Annual Meeting.

Biographical information relating to each of the director nominees is set forth below under “Directors and Management” and incorporated by reference herein.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

 

 

DIRECTORS AND MANAGEMENT

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.

 

 

 

 

 

 

Board Experience, Qualifications and Skills

 

 

Executive Officer Biographical Information

The names and certain biographical information about our executive officers are set forth below (other than Mr. Manheimer, whose information is set forth above under “— Directors”). Ages are as of March 18, 2025.

 

 

CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our Board. Our directors have been elected to serve a term ending at the Annual Meeting. Pursuant to our Charter and Bylaws, the number of our directors may not be fewer than the minimum number required by Maryland law, which is one, and may not be greater than fifteen, and will generally be determined from time to time by resolution of the Board. Our Board currently consists of seven members.

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.

Recommendation of Nominees by Stockholders

In accordance with its charter, the Nominating Committee will consider candidates for election as a director of the Company that are recommended by any stockholder. Recommendations of individuals to be considered by the Nominating Committee should be sent to NETSTREIT Corp., 2021 McKinney Avenue, Suite 1150, Dallas, Texas 75201, Attention: Secretary. All recommendations for nomination received by our Secretary that are made in accordance with the requirements in our Bylaws relating to director nominations will be considered.

Pursuant to Article II, Section 11 of the current Bylaws, nominations of persons for election to the Board at a meeting of stockholders may be made by any stockholder of the Company who was a stockholder of record as of the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the meeting, at the time of giving of notice of such nomination and at the time of the meeting, who entitled to vote for the election of directors at the meeting who sends a timely notice in writing to our Secretary containing the information, representations, consents and certifications required by our Bylaws. To be timely, a stockholder’s notice must be delivered to our Secretary at the Company’s principal executive offices not earlier than 150 days nor less than 120 days prior to the first anniversary of the date of the Proxy Statement for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. See “Stockholder Proposals and Nominations for 2026 Annual Meeting of Stockholders.”

A copy of our Bylaws, as amended, has been filed as Exhibit 3.2 to our Annual Report on Form 10-K filed with the SEC on February 23, 2023.

Board and Committee Self-Evaluations

Each year our Board undertakes a self-evaluation process to critically evaluate its performance and effectiveness. Additionally, each committee conducts a self-evaluation to monitor its performance and effectiveness. The process is coordinated by the Nominating Committee using an independent third-party to conduct the evaluation process. Board and committee members are asked to provide commentary regarding a variety of topics, including the following: overall Board performance, including strategy, challenges and opportunities; Board and committee meeting logistics and materials; Board and committee culture; risk oversight; and succession planning. The results of the evaluations are aggregated and summarized by the independent third party and discussed at Board and committee meetings. As part of the review of the results of the evaluations for 2024, the Board concluded that the Board and its committees are operating effectively.

In addition to the formal annual assessments, the Board evaluates and modifies its oversight of the Company’s operations on an ongoing basis. During their regular meetings, independent directors consider agenda topics that they believe deserve additional focus and raise new topics to be discussed at future meetings.

Independence of Directors

Our Corporate Governance Guidelines provide that a majority of the members of the Board, and each member of the Audit Committee, Compensation Committee and Nominating Committee, must meet the criteria for independence set forth under applicable law and the New York Stock Exchange (“NYSE”) listing standards. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In addition to considering the NYSE independence criteria, the Board will consider all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director.

 

 

The Board, following consultation with the Nominating Committee, has made director independence determinations with respect to each of our current directors. Based on the NYSE independence guidelines, the Board has affirmatively determined that (i) Messrs. Christodolou, Minnis and Troxell and Mses. Everett, Wittman and Zeigler (A) have no relationships or only immaterial relationships with us, (B) meet the NYSE independence guidelines with respect to any such relationships and (C) are independent; and (ii) Mr. Manheimer is not independent. Mr. Manheimer is our President, Chief Executive Officer (the “CEO”) and Secretary.

Board’s Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its four standing committees, the Audit Committee, the Compensation Committee, the Nominating Committee and the Investment Committee, each of which addresses risks specific to its respective areas of oversight. In particular, as more fully described below, our Audit Committee has the responsibility to consider and discuss our major financial, accounting, operational, litigation, tax, privacy and cybersecurity risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk taking. Our Nominating Committee provides oversight with respect to governance, social responsibility and environmental-related risks and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability creating conduct. Our Investment Committee, which was reconstituted in October 2024, provides oversight with respect to the Company’s investments and strategy.

Corporate Responsibility

We are committed to fulfilling our obligations as corporate citizens. As we grow, we intend to integrate environmental, social, and governance (“ESG”) considerations into our strategy and processes. We intend to leverage this commitment to deepen our ESG approach, using ESG frameworks to identify material risks and opportunities, analyzing data to refine our strategy, policies, and practices, and providing transparency to our investors and stakeholders.

 

 Environmental

Most of our properties operate under a “triple-net” lease structure, which means our tenants have operational control of the property, including environmental management programs, such as those that conserve resources. To that end, as part of our process for evaluating a potential acquisition, we incorporate information about a tenant’s commitment to ESG into our investment committee memorandum and take into consideration environmental and climate risks that might subject us to financial liabilities or regulatory actions. We are committed to identifying sustainable practices that are financially responsible and operationally feasible when working with our tenants or managing capital improvement projects.

Our top tenants have corporate sustainability programs that govern their business operations, including policies designed to reduce resource consumption and implement practical conservation policies at their retail locations. As of December 31, 2024, 18 of our top 20 tenants had ESG commitments, representing 92% of ABR of our top 20 tenants and 63% of our total ABR.

In 2022, we developed green lease clauses, which assist the Company and its tenant companies in delivering sustainability benefits to their respective stakeholders. As a result, our form lease now contains green lease provisions that include, among other items, certain reporting as to tenant energy and water use. We have executed green leases with numerous tenants and are pursuing collaborative sharing of utility data to identify opportunities that reduce energy consumption.

Our corporate headquarters in Dallas, TX is operated at the highest level of efficiency and sustainability, obtaining a LEED v4 O+M: EB Gold certification, meaning it meets both LEED criteria as well as strict EPA guidelines to achieve an Energy Star rating. Elements of our headquarters, such as building automation systems, lighting controls, green cleaning, and recycling programs, significantly decrease natural resource use by conserving energy and water, minimizing waste, and reducing CO2 emissions. We complete our Scope 1 and Scope 2 greenhouse gas inventory and calculation annually, and we will continue to monitor for opportunities to reduce our emissions.

We participate annually in GRESB public disclosure submission, and will use the results to identify areas of improvement.

 

 Social

As of December 31, 2024, we have 22 full-time employees. Our staff is mostly comprised of professional employees engaged in origination, underwriting, closing, financial reporting, portfolio management and capital markets activities essential to our business.

We are committed to creating a strong internal culture that promotes inclusion and employee well-being. Our past and continued success relies on our ability to attract, develop, engage, and retain a team of highly motivated and talented employees. In order to meet this objective, we are committed to the following:

 

 

We believe when the Company does well, it is equally important for us to give back to the community. Each quarter, employees select a charitable organization to sponsor, either through fundraising or in-kind donations, where NETSTREIT matches 100% of all donations. Additionally, the Company reinforces its commitment to community involvement by offering two annual volunteer days, during which team members provide hands-on support to local charitable organizations.

   

 Governance

We are committed to acting with honesty and integrity and conducting all corporate opportunities in an ethical manner. Some highlights of our corporate governance program include:

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Business Conduct and Ethics 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. The Code of Business Conduct and Ethics seeks to identify and mitigate conflicts of interest between our employees, directors and officers, including with respect to corporate opportunities. However, we cannot assure you that these policies or provisions of law will always be successful in eliminating or minimizing the influence of such conflicts, and if they are not successful, decisions could be made that might fail to reflect fully the interests of our stockholders. Among other matters, our Code of Business Conduct and Ethics will be designed to deter wrongdoing and to promote:

We intend to promptly disclose on our website or in a Current Report on Form 8-K in the future (i) the date and nature of any amendment (other than technical, administrative or other non-substantive amendments) to the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Business Conduct and Ethics that is granted to one of these specified individuals that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the name of such person who is granted the waiver and the date of the waiver.

 

 

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees. In addition, it is our intent to comply with the applicable laws and regulations relating to insider trading. A copy of our Insider Trading Policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the Board or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our Compensation Committee. Ms. Wittman, who joined the Compensation Committee in February 2025, previously served as our Interim Chief Financial Officer from November 2022 to April 2023. None of the other members of our Compensation Committee is, or has ever been, an officer or employee of the Company.

Communications to the Board

Stockholders and interested parties can contact the Board (including the Chair of the Board and non-employee directors) through written communication sent to NETSTREIT Corp., 2021 McKinney Avenue, Suite 1150, Dallas, Texas 75201, Attention: Secretary. Our Secretary reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that is directed to the Board or that, in the opinion of the Secretary, deals with the functions of the Board or Board committees or that he otherwise determines requires the Board’s or any Board committee’s attention. Concerns relating to accounting, internal accounting controls or auditing matters are immediately brought to the attention of our internal audit function and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which stockholders may communicate with the Board. Any such changes will be reflected in our Corporate Governance Guidelines, which are posted 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.

Communications of a confidential nature can be made directly to our non-employee directors or the Chair of the Audit Committee regarding any matter, including any accounting, internal accounting control or auditing matter, by submitting such concerns to the Audit Committee or the Chair of the Board. Any submissions to the Audit Committee or the Chair of the Board should be marked confidential and addressed to the Chair of the Audit Committee or the Chair of the Board, as the case may be, c/o NETSTREIT Corp., 2021 McKinney Avenue, Suite 1150, Dallas, Texas 75201.

Other Board Information

Leadership Structure of the Board

Lori Wittman is our Chair of the Board and has served in that role since October 2024. Our Board has decided to maintain separate non-executive chair and CEO roles to allow our CEO to focus on the execution of our business strategy, growth and development, while allowing the non-executive chair to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. While our Bylaws and Corporate Governance Guidelines do not require that our non-executive chair and CEO positions be separate, the Board believes that having separate positions is the appropriate leadership structure for the Company at this time.

Board Meetings

In 2024, our Board held seven meetings. In addition to our Board meetings, our directors attend meetings of committees established by our Board. Each of our director nominees attended at least 75% of the meetings of our Board and the committees on which he or she served during 2024 that were held when he or she was a director. Our directors are encouraged to attend all annual and special meetings of our stockholders. In 2024, all of the directors attended the virtual annual meeting of stockholders.

Meetings of Non-Employee Directors

In accordance with our Corporate Governance Guidelines and the listing standards of the NYSE, our non-employee directors meet regularly in executive sessions of the Board without management present. Ms. Wittman, the Chair of the Board, presides over these executive sessions.

Committees of the Board

Our Board has four committees: the Audit Committee, the Compensation Committee, the Nominating Committee and the Investment Committee, each of which meets the NYSE independence standards and other governance requirements for such a committee. The principal functions of each committee are briefly described below.

Additionally, our Board may from time to time establish other committees to facilitate the Board’s oversight of management of the business and affairs of our company. The charters of the Audit Committee, the Compensation Committee and the Nominating Committee are 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.

 

 

 = 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)

Audit Committee

In 2024, the Audit Committee held nine meetings. The Audit Committee charter defines the Audit Committee’s principal functions, including oversight related to:

The Audit Committee is also responsible for appointing, compensating, retaining and overseeing an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans for and results of the audit engagement, approving services that may be provided by the independent registered public accounting firm, including audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The audit committee also will prepare the audit committee report required by SEC regulations to be included in our annual report.

Our Audit Committee consists of three members, Michael Christodolou, Matthew Troxell and Lori Wittman, with Mr. Christodolou serving as chair. 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.

Compensation Committee

In 2024, the Compensation Committee held six meetings. The Compensation Committee charter defines the Compensation Committee’s principal functions, including oversight related to:

 

 

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:

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.

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.

​

(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.

​

(2)

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

​

 

 

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.

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:

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:

Security Ownership of Certain Beneficial Owners, Directors and Management

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement.

The following table sets forth information, as of March 18, 2025, known to us about the beneficial ownership of shares of our common stock by our 5% or greater stockholders and by our named executive officers, directors and executive officers and directors as a group. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock subject to options or other rights (as set forth above) held by that person that are exercisable as of March 18, 2025 or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. The percentage calculations set forth in the table are based on 81,698,942 shares of common stock outstanding on March 18, 2025, rather than based on the percentages set forth in stockholders’ Schedules 13G or 13D, as applicable, filed with the SEC.

 

 

Each person named in the table has sole voting and investment power with respect to all of the shares of our common stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. Unless otherwise indicated, the address of each named person is c/o NETSTREIT Corp., 2021 McKinney Avenue, Suite 1150, Dallas, Texas 75201. No shares beneficially owned by any executive officer or director have been pledged as security.

​

*

Less than 1%.

​

(1)

Percentages are rounded.

​

(2)

Based solely on the Schedule 13G/A filed by Blackrock, Inc. with the SEC on February 5, 2025. Blackrock, Inc. has sole voting power over 7,932,473 shares and sole dispositive power over 8,144,840 shares. The address for Blackrock, Inc. is 50 Hudson Yards, New York, New York 10001.

​

(3)

Based solely on the Schedule 13G/A filed by The Vanguard Group with the SEC on April 10, 2024. The Vanguard Group has shared voting power over 101,856 shares, sole dispositive power over 7,188,928 shares and shared dispositive power over 163,367 shares. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

​

(4)

Based solely on the Schedule 13G/A filed by Cohen & Steers, Inc. with the SEC on September 10, 2024. Represents shares beneficially owned by Cohen & Steers, Inc. and certain of its affiliates. Cohen & Steers, Inc. has sole voting power over 6,364,983 shares and sole dispositive power over 6,516,322 shares. The address of Cohen & Steers, Inc. is 1166 Avenue of the Americas, 30th Floor, New York, New York 10036.

​

(5)

Based solely on the Schedule 13G filed by T. Rowe Price Investment Management, Inc. with the SEC on November 14, 2024. T. Rowe Price Investment Management, Inc. has sole voting power over 6,437,310 shares and sole dispositive power over 6,479,145 shares. The address of T. Rowe Price Investment Management, Inc. is 101 E. Pratt Street, Baltimore, MD 21201.

​

(6)

Based solely on the Schedule 13G filed by Principal Real Estate Investors, LLC with the SEC on February 10, 2025. Principal Real Estate Investors, LLC has shared voting and dispositive power over 4,531,858 shares. The address for Principal Real Estate Investors, LLC is 801 Grand Avenue, Des Moines, Iowa 50392.

​

(7)

Excludes 243,368 unvested RSUs.

​

(8)

Includes 11,681 RSUs that vest within 60 days of March 18, 2025. Excludes 64,618 unvested RSUs.

​

(9)

Includes 2,639 shares held indirectly through the Lori B. Wittman Revocable Trust of which Ms. Wittman acts as trustee and 1,111 shares held indirectly in a joint account with her husband. Excludes 7,192 unvested RSUs.

​

(10)

Excludes 7,192 unvested RSUs.

​

 

 

APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE 2019 OMNIBUS PLAN

(PROPOSAL NO. 2)

We are asking our stockholders to approve an amendment and restatement of the NETSTREIT Corp. 2019 Omnibus Incentive Compensation Plan (the “2019 Plan”). On March 20, 2025, the Compensation Committee of our Board (the “Compensation Committee”) approved the amendment and restatement of the 2019 Plan, subject to approval by our stockholders at the Annual Meeting. We refer to the 2019 Plan, as amended and restated, as the Restated 2019 Plan throughout this Proxy Statement.

The Restated 2019 Plan contains the following material changes from the 2019 Plan:

•

the aggregate number of shares of our common stock that may be issued under the Restated 2019 Plan has been increased by 2,200,000 shares (for a total of 4,294,976 shares), subject to adjustment for certain changes in our capitalization;

​

•

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 has been increased by 3,363,291 shares (for a total of 4,294,976 shares), subject to adjustment for certain changes in our capitalization;

​

•

the Restated 2019 Plan will no longer automatically terminate in 2029, but awards that are intended to be incentive stock options cannot be granted after the tenth anniversary of the Compensation Committee’s approval of the Restated Plan;

​

•

the limit on the aggregate value of all cash and equity-based compensation paid or granted by us to any individual for service as a non-employee director with respect to any fiscal year has been increased from $600,000 in total value to $750,000 in total value, or in the first year that a non-employee director is appointed or elected to our Board, $1,000,000 in total value; and

​

•

certain other administrative and clarifying changes have been adopted in the Restated 2019 Plan, including language providing that, in the event a participant’s regular level of time commitment in the performance of his or her services for the Company or any affiliate is reduced, the plan administrator may (a) make a corresponding reduction in the number of shares or cash amount subject to any portion of such award that is scheduled to vest or become payable after the date of such change in time commitment, and (b) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such award.

​

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.

Why You Should Vote for the Restated 2019 Plan

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.

​

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.

​

 

 

•

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.

​

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.

Burn Rate

The following table provides detailed information regarding the activity related to our equity incentive plans for fiscal years 2024, 2023 and 2022.

​

(1)

Burn Rate is calculated as (shares subject to stock options granted + shares subject to full value awards granted) / (weighted-average common stock outstanding + OP Units outstanding).

​

Overhang

The following table provides certain information regarding our equity incentive program.

​

(1)

No stock options have been granted under the 2019 Plan.

​

(2)

The 2019 Plan is the Company’s only active equity compensation plan.

​

 

 

Description of the Restated 2019 Plan

A summary of the Restated 2019 Plan is set forth below. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated 2019 Plan, which has been included as Appendix B in this Proxy Statement and is incorporated by reference herein.

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.

Administration of the Restated 2019 Plan

The Restated 2019 Plan is administered by the Compensation Committee. Subject to the terms of the Restated 2019 Plan, the Compensation Committee will determine which employees, directors and consultants will receive awards under the Restated 2019 Plan, the dates of grant, the number and types of awards to be granted, the exercise or purchase price of each award, and the terms and conditions of the awards, including the period of their exercisability and vesting and the fair market value applicable to a stock award.

In addition, the Compensation Committee has the authority to determine whether any award may be settled in cash, shares of our common stock, other securities, or other awards or property. The Compensation Committee has the authority to interpret the Restated 2019 Plan and may adopt any administrative rules, regulations, procedures and guidelines governing the Restated 2019 Plan or any awards granted under the Restated 2019 Plan as it deems to be appropriate. The Compensation Committee may also delegate any of its powers, responsibilities or duties to any person who is not a member of the Compensation Committee or any administrative group within the Company. Our Board may also grant awards or administer the Restated 2019 Plan, and our Board is permitted to take any actions the Compensation Committee is permitted to take with respect to the Restated 2019 Plan.

Eligibility

Certain employees, consultants, and directors are eligible to be granted awards under the Restated 2019 Plan, other than incentive stock options, which may be granted only to employees. As of March 18, 2025, there were approximately 25 employees and six non-employee directors who would potentially be eligible to receive awards under the Restated 2019 Plan.

Shares Available for Awards

Subject to adjustment as provided in the Restated 2019 Plan, the total number of shares of common stock reserved and available for issuance thereunder is equal to 4,294,976 shares, which number is the sum of (i) 2,094,976 shares that were originally reserved and available for issuance upon our initial public offering in August 2020 and (ii) 2,200,000 newly requested shares.

If an award granted under the Restated 2019 Plan expires, is forfeited or is settled in cash, the shares of our common stock not acquired pursuant to the award will again become available for subsequent issuance under the Restated 2019 Plan. Shares of our common stock subject to awards that are assumed, converted or substituted under the Restated 2019 Plan as a result of our acquisition of another company will not be counted against the number of shares that may be granted under the Restated 2019 Plan. The following types of shares under the Restated 2019 Plan will not become available for the grant of new awards under the Restated 2019 Plan: (i) shares withheld to satisfy any tax withholding obligation; and (ii) shares tendered to, or withheld by, us to pay the exercise price of an option.

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).

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

 

 

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.

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.

 

 

Adjustments

In connection with a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares, including any extraordinary dividend or extraordinary distribution, the Compensation Committee will make adjustments as it deems appropriate in (i) the aggregate number of shares of our common stock reserved for issuance under the Restated 2019 Plan and (ii) the kind, number and exercise or purchase price subject to outstanding awards granted under the Restated 2019 Plan.

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).

Amendment and Termination

Our Board or Compensation Committee may amend, alter or terminate the Restated 2019 Plan at any time, provided that no such amendment may materially adversely impair the rights of a grantee of an award without the grantee’s consent. Stockholder approval of an amendment, alteration or termination will be obtained to increase the share limit (subject to adjustment as described above) and for any amendment that would require such approval to satisfy the requirements of Section 422 of the Code, if applicable, any rules of the stock exchange(s) on which the shares of our common stock are traded or other applicable law.

No incentive stock options may be granted under the Restated 2019 Plan after March 20, 2035, which is the tenth anniversary of the date the Restated 2019 Plan was adopted by the Compensation Committee.

Certain U.S. Federal Income Tax Effects

The following is a brief summary of the United States federal income tax treatment generally applicable to awards under the Restated 2019 Plan. The description is based on current federal tax laws, rules and regulations, which are subject to change, and does not purport to be a complete description of the federal income tax aspects of the Restated 2019 Plan. A participant may also be subject to state and local taxes.

Nonqualified Stock Options.   An optionee subject to United States federal income tax will generally not recognize taxable income for United States federal income tax purposes upon the grant of a nonqualified stock option. Rather, at the time of exercise of the nonqualified stock option, the optionee will recognize ordinary income, and the Company will be entitled to a deduction, in an amount equal to the excess of the fair market value of the shares of common stock on the date of exercise over the exercise price. If the shares of common stock acquired upon the exercise of a nonqualified stock option are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of such exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the optionee), depending upon the length of time such shares were held by the optionee.

Incentive Stock Options.   An optionee subject to United States federal income tax will generally not recognize taxable income for United States federal income tax purposes upon the grant of an incentive stock option (within the meaning of Section 422 of the Code) and the Company will not be entitled to a deduction at that time. If the incentive stock option is exercised during employment or within 90 days following the termination thereof (or within one year following termination, in the case of a termination of employment due to retirement, death or disability, as such terms are defined in the Restated 2019 Plan), the optionee will not recognize any income and the Company will not be entitled to a deduction. The excess of the fair market value of the shares of common stock on the exercise date over the exercise price, however, is includible in computing the optionee’s alternative minimum taxable income.

Generally, if an optionee disposes of shares acquired by exercising an incentive stock option either within two years after the date of grant or one year after the date of exercise, the optionee will recognize ordinary income, and the Company will be entitled to a deduction, in an amount equal to the excess of the fair market value of the shares on the date of exercise (or the sale price, if lower) over the exercise price. The balance of any gain or loss will generally be treated as a capital gain or loss to the optionee. If the shares of common stock are disposed of after the two-year and one-year periods described above, the Company will not be entitled to any deduction, and the entire gain or loss for the optionee will be treated as a capital gain or loss.

SARs.   A participant subject to United States federal income tax who is granted a SAR will not recognize ordinary income for United States federal income tax purposes upon receipt of the SAR. At the time of exercise, however, the participant will recognize ordinary income equal to the value of any cash received and the fair market value on the date of exercise of any shares of common stock received. The Company will not be entitled to a deduction upon the grant of a SAR, but generally will be entitled to a deduction for the amount of income the participant recognizes upon the participant’s exercise of the SAR. The participant’s tax basis in any shares of common stock received will be the fair market value on the date of exercise and, if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of the shares on the date of

 

 

exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant.

Restricted Shares.   A participant subject to United States federal income tax generally will not be taxed upon the grant of restricted shares, but rather will recognize ordinary income for United States federal income tax purposes in an amount equal to the fair market value of the shares at the time the restricted shares are no longer subject to a substantial risk of forfeiture (within the meaning of the Code). The Company generally will be entitled to a deduction at the time when, and in the amount that, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s tax basis in the shares will equal the fair market value of those shares at the time the restrictions lapse, and the participant’s holding period for capital gains purposes will begin at that time. Any cash dividends paid on the shares before the restrictions lapse will be taxable to the participant as additional compensation (and not as dividend income). Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the time the restricted shares are awarded in an amount equal to their fair market value at that time, notwithstanding the fact that such shares are subject to restrictions and a substantial risk of forfeiture. If such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the restricted shares equal to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes will begin at that time. The Company generally will be entitled to a tax deduction at the time when, and to the extent that, ordinary income is recognized by such participant.

Restricted Stock Units.   A participant subject to United States federal income tax who is granted a restricted stock unit will not recognize ordinary income for United States federal income tax purposes upon the receipt of the restricted stock unit, but rather will recognize ordinary income in an amount equal to the fair market value of the shares of common stock at the time of settlement, and the Company will have a corresponding deduction at that time.

Other Share-Based Awards and Other Cash-Based Awards.   In the case of other share-based awards (other than LTIP units) and other cash-based awards, depending on the form of the award, a participant subject to United States federal income tax will not be taxed upon the grant of such an award, but, rather, will recognize ordinary income for United States federal income tax purposes when such an award vests or otherwise is free of restrictions. In any event, the Company will be entitled to a deduction at the time when, and in the amount that, a participant recognizes ordinary income. LTIP units are taxed under partnership taxation rules and generally will have no tax consequences until distributions are made with respect to the LTIP units. We will not receive a tax deduction for the value of any LTIP units granted to participants under the Restated 2019 Plan.

Deductibility Limit on Compensation in Excess of  $1 Million.   Section 162(m) of the Code generally limits the deductible amount of total annual compensation paid by a public company to each “covered employee” to no more than $1 million.

New Plan Benefits

The following table sets forth certain information regarding future benefits under the Restated 2019 Plan.

​

(1)

Awards granted under the Restated 2019 Plan to our executive officers and other employees are discretionary and are not subject to set benefits or amounts under the terms of the Restated 2019 Plan, and we have not granted any awards under the Restated 2019 Plan subject to stockholder approval of this Proposal No. 2. Accordingly, the benefits or amounts that will be received by or allocated to our executive officers and other employees under the Restated 2019 Plan are not determinable.

​

(2)

Awards granted under the Restated 2019 Plan to our non-employee directors are discretionary and are not subject to set benefits or amounts under the terms of the Restated 2019 Plan. Accordingly, the benefits or amounts that will be received by or allocated to our non-employee directors under the Restated 2019 Plan are not determinable. Pursuant to our current compensation program for non-employee directors, in February 2025, each of our current non-employee directors received an annual grant of RSUs under the 2019 Plan with an aggregate grant date fair value of $105,000. On and after the date of the Annual Meeting, any such awards will be granted under the Restated 2019 Plan if this Proposal No. 2 is approved by our stockholders. For information regarding our current compensation program for non-employee directors, please see “Non-Employee Director Compensation” above.

​

Grants under the 2019 Plan made in 2024 to our named executive officers are shown in the 2024 Grants of Plan-Based Awards table below.

 

 

Plan Benefits

The following table sets forth, for each of the individuals and various groups indicated, the total number of shares of common stock subject to awards that have been granted (even if not currently outstanding) under the 2019 Plan since its inception through March 18, 2025.

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:

​

(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.

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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.

 

 

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:

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.

Overview of the Compensation Program

The Committee is responsible for establishing, implementing and continually monitoring adherence with our compensation philosophy and executive compensation programs. The Committee strives to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to our executive officers, including the named executive officers, are similar to those provided to executive officers at comparable companies in similarly situated positions.

Compensation Philosophy and Objectives

The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of our specific annual, long-term and strategic goals, and which aligns executives’ interests with those of our stockholders by rewarding performance above pre-established goals, with the ultimate objective of improving stockholder value. The Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives at comparable companies. To that end, the Committee believes that the executive compensation packages provided by us to our named executive officers generally should include both cash- and equity-based compensation that rewards performance as measured against pre-established goals. Our pay-for-performance philosophy, as shown below, is evidenced by a significant portion of our Chief Executive Officer’s (84%) and Chief Financial Officer’s (75%) target compensation for 2024, as approved by the Committee in February 2024, being performance-based/at-risk.

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*

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.

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Say on Pay Advisory Vote Results and Stockholder Outreach

Stockholders are provided the opportunity to cast an annual advisory vote on the compensation of our named executive officers. At our 2024 annual meeting of stockholders, approximately 91% of the votes cast on the “say-on-pay” advisory proposal were in favor of the 2023 compensation paid to our named executive officers, which represented a 44% increase over the support level for our 2023 “say-on-pay” advisory proposal. We believe this increase in the level of support was, in part, the result of the stockholder outreach that we performed and changes we made to our executive compensation program over the past two years.

Following the 2023 “say-on-pay” advisory vote, we conducted an extensive engagement campaign to better understand our investors’ views on our executive compensation program. We reached out to or responded to meeting requests from stockholders collectively representing approximately 82% of our outstanding shares, and we engaged in substantive discussions with stockholders collectively representing approximately 47% of such outstanding shares. Company participants in these substantive discussions included our Chief Executive Officer, Chief Financial Officer and our Director of Investor Relations.

 

 

Based on that outreach and after considering stockholder feedback, as well as input from Ferguson Partners Consulting L.P. (“FP”), the Committee’s independent compensation consultant, the Committee took the following actions in 2024:

The Board continues to believe that the structure of our executive compensation program remains strong, performance-oriented, and aligned with the interests of our stockholders. Our executive compensation program employs market best practices such as:

•

Providing for a significant portion of CEO pay that is “at risk” ​(84% of 2024 target direct compensation was at-risk);

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•

Utilizing a formulaic incentive structure in our short-term incentive program, with 80% of the short-term incentive opportunity for our named executive officers being based on financial metrics (as compared to less than 70% on average for our peer group);

​

•

Incorporating performance-based equity for our CEO that represents 60% of his annual long-term incentive opportunity (as compared to an average of only 45% in our peer group);

​

•

Our performance-based equity requires both relative TSR performance at the 55th percentile and an 8% annual return to earn a target level payout, thereby requiring us to deliver strong TSR performance on both a relevant and an absolute basis over a three-year performance period to earn such a payout;

​

•

Maintaining stock ownership guidelines in line with best practices that align with stockholder and market expectations;

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•

Employing a clawback policy that complies with NYSE listing standards pursuant to SEC rules promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act and applies to our executive officers; and

​

•

Retaining an independent compensation consultant to advise the Committee.

​

The Committee will continue to monitor and evaluate our executive compensation program going forward in light of our stockholders’ views and our transforming business needs. In addition, the Committee expects to continue to consider the outcome of our “say-on-pay” advisory votes and our stockholders’ views when making future compensation decisions for the named executive officers.

Setting Executive Compensation

Role of the Committee and Executive Officers in Compensation Decisions

The Committee is responsible for reviewing and approving the compensation of our named executive officers. In this capacity, and based on the foregoing objectives, the Committee has structured our executive compensation programs to motivate our executives to achieve the corporate performance goals set by us and to reward the executives for achieving these goals. In evaluating executive compensation, the Committee considers a variety of factors, including market demands and compensation data, internal equity and external surveys, which provide insight into and guidance on the pay practices of similar companies. While survey data provides us with a helpful guideline, we do not make compensation decisions based on any single factor.

Our Chief Executive Officer annually reviews the performance of all executive officers (other than the Chief Executive Officer, whose performance is reviewed by the Committee). The conclusions reached and recommendations made based on these reviews, including with respect to salary adjustments and annual short-term incentive opportunity and actual payout amounts, are presented to the Committee, which has the discretion to modify any recommended adjustments or awards to executives.

The Committee has final approval over all compensation decisions for our named executive officers and approves recommendations regarding cash and equity awards to each of our executive officers.

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

 

 

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.

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:

​

(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.

Executive Compensation Components

The principal components of compensation for our named executive officers generally are: (1) base salary; (2) short-term incentives (“STI”); and (3) time- and performance-based long-term incentive (“LTI”) awards granted pursuant to the Company’s 2019 Omnibus Incentive Compensation Plan (the “Omnibus Plan”).

The table below summarizes the 2024 target compensation opportunities that the Committee approved for our named executive officers. These amounts, which are discussed in further detail below, differ from those shown in the Summary Compensation Table included in this Proxy Statement, which report the actual STI payouts earned based on 2024 performance and the grant date fair value of the LTI awards.

 

 

(1)

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.

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Base Salary

We generally provide our named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salaries established for our named executive officers are intended to reflect each individual’s responsibilities, experience, historical performance and other discretionary factors deemed relevant by the Committee and have generally been set at levels deemed necessary to attract and retain talented individuals. Base salaries are also designed to provide our named executive officers with steady income during the course of the fiscal year that is not contingent on short-term variations in the Company’s operating performance. The initial base salary for our named executive officers is generally established in an employment agreement.

Salary levels are reviewed annually as part of our performance review process as well as upon a promotion or other material change in job responsibility. Merit-based increases to salaries of the executives are based on the Committee’s assessment of the individual’s performance.

When setting the annual base salaries of our executives, the Committee primarily considers the scope of an executive’s responsibilities, internal pay equity, the executive’s individual performance, and competitive market data. The Committee reviews these criteria collectively but does not assign a weight to any criterion when setting base salaries. Each base salary adjustment is made by the Committee subjectively based upon the foregoing.

In early 2024, after considering the criteria described above, the Committee determined not to increase Mr. Manheimer’s base salary rate for fiscal year 2024, as his 2023 base salary rate remained market competitive. The Committee also approved a 7% increase to Mr. Donlan’s base salary rate for fiscal year 2024, which still placed Mr. Donlan’s 2024 base salary below the 25th percentile of comparable salaries within our peer group. Accordingly, the 2024 base salary rates for Messrs. Manheimer and Donlan were as follows:

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.

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(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.

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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: