NETSTREIT Corp DEF 14A, filed Apr 1, 2024

About this DEF 14A

NETSTREIT Corp. (NTST)

DEF 14A 2024-04-01 For: 2024-05-16

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Added on June 13, 2026

Our Board’s Recommendation

Election of Directors (page 9)

Ratification of Retention of Independent Registered Public Accounting Firm (page 48)

Advisory Vote to Approve Executive Compensation (page 49)

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES OVER THE TELEPHONE, VIA THE INTERNET OR BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD, AS DESCRIBED IN THE PROXY STATEMENT. YOUR PROMPT COOPERATION IS GREATLY APPRECIATED.

NETSTREIT Corp filed this DEF 14A on April 1, 2024.

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	1			To elect the seven nominees to the Board of Directors (the “Board”) named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified (Proposal One);
	2			To ratify the retention of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal Two);
	3			To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal Three); and
	4			To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

	6			2024 PROXY STATEMENT SUMMARY
	6			2024 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
	17			Other Board Information
	18			Audit Committee
	18			Compensation Committee
	19			Nominating Committee
	20			Director Compensation Program
	21			Security Ownership of Certain Beneficial Owners, Directors and Management
	23			Compensation Discussion and Analysis
	23			Overview of the Compensation Program
	23			Say on Pay Advisory Vote Results and Stockholder Outreach
	24			Compensation Philosophy and Objectives
	24			Setting Executive Compensation
	26			Executive Compensation Components
	29			Daniel Donlan New Hire Compensation
	29			Resignation of Lori Wittman as Interim Chief Financial Officer
	30			Other Benefits
	30			Governance and Other Considerations
	32			Executive Compensation
	32			Summary Compensation Table
	33			Grants of Plan-Based Awards
	35			Outstanding Equity Awards at 2023 Fiscal Year-End
	36			Stock Vested in 2023
	36			Potential Payments Upon Termination or Change in Control
	38			Compensation and Risk

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

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

Portfolio Metrics	December 31, 2023
Annualized Base Rent (“ABR”)(1) (in thousands)		$	131,859
Number of investments(2)			598
Number of states			45
Square feet			10,624,183
Tenants			85
Industries			26
Occupancy(3)			100.0%
Weighted average lease term remaining (years)(4)			9.5

	Environmental				Social				Governance
	• Consider tenants’ commitment to ESG as part of our investment process • As of December 31, 2023, 18 of our top 20 tenants had ESG commitments, representing 92.0% of ABR of our top 20 tenants and 70.0% of our total ABR • 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 incorporated a Sustainability Linked Loan in our $250.0 million senior unsecured term loan, which allows the Company to benefit from reduction on interest costs if certain key performance indicators are met (e.g., tenants with commitments to reduce GHG emissions per the Science Based Targets Initiative) • We developed Green Leasing Guidelines, which assist the Company and its tenant companies in delivering sustainability benefits to their respective stakeholders and we received Silver Level recognition for our efforts • Completed our first GRESB public disclosure submission • Completed Scope 1 and Scope 2 Greenhouse Gas inventory and calculation				• Competitive compensation and benefits, including stock awards for all employees • At the end of 2023, our workforce was approximately 64% male and 36% female, and women represented approximately 14% of our executive team • The ethnicity of our workforce at the end of 2023 was approximately 71% white and 29% ethnically diverse • We partner with local universities and organizations in our recruiting efforts with a focus on recruitment of candidates that are underserved in our industry • Employee Experience Committee facilitates employee feedback on workplace experiences • Employee Recognition Program designed to recognize exemplary performance • Developed a Human Rights Policy to advance fundamental human rights within our Company • Conducted Company’s first Employee Engagement Survey • Increased involvement in community and philanthropic causes • Increased focus on employee health and wellness				• 43% of our Board, including 50% of our independent directors, are women • 29% of our directors are racially or ethnically diverse • Six out of seven directors are independent • Independent committees • Separate Chair of the Board and CEO • Directors elected annually • Directors are elected by majority of votes cast in uncontested elections with a director resignation policy • Annual director and committee assessments • We have opted out of the Maryland Control Share Acquisition Act of the MGCL, and we may not opt into the provisions of the Maryland Control Share Acquisition Act without the approval of our stockholders • No poison pill or differential voting stock structure to chill shareholder participation • Our Bylaws may be amended by the vote of stockholders entitled to cast at least a majority of the votes entitled to be cast upon at a duly organized meeting of stockholders • Our Nominating and Corporate Governance Committee reviews and recommends ESG policies and procedures • Adopted ESG Policy, Human Rights Policy, DEI Policy, and Vendor Code of Conduct

	Name				Position
	Mark Manheimer				Director, President, Chief Executive Officer and Secretary
	Todd Minnis				Chair of the Board
	Michael Christodolou				Director
	Heidi Everett				Director
	Matthew Troxell				Director
	Lori Wittman				Director
	Robin Zeigler				Director

	Mark Manheimer			Mr. Manheimer has served as our President, Chief Executive Officer and director since October 2019. Prior to that, Mr. Manheimer served as Chief Investment Officer of EB Arrow and Fund Manager of EB Arrow’s Single Tenant Net Lease Group from February 2018 to October 2019. From 2012 through 2016, Mr. Manheimer was Executive Vice President — Head of Asset Management of Spirit (NYSE: SRC), a REIT that invests primarily in single tenant net leased real estate. Mr. Manheimer was a member of Spirit’s Investment Committee and Executive Committee. Prior to Spirit, Mr. Manheimer was the Head of Sale Leaseback Acquisitions at Cole, a real estate investment services company, from 2009 to 2012. Mr. Manheimer previously worked at Realty Income Corporation (NYSE: O), a REIT that invests in free standing, single tenant commercial properties that are subject to triple net leases, underwriting net lease real estate transactions, at Patriarch Partners, a private investment firm, investing and managing distressed debt and equity investments, and at First Union Securities, a financial services firm, in their Leveraged Finance department. Mr. Manheimer holds a B.S. in Finance from the University of Florida and an M.B.A. from the University of Notre Dame. Mr. Manheimer’s industry experience, leadership abilities and strategic insight make him a valued member of the Board.

	Director, President, Chief Executive Officer and Secretary Age: 47 Board Committees: None

	Todd Minnis			Mr. Minnis has served as the Chair of the Board since October 2019. Mr. Minnis founded EB Arrow, a real estate investment platform specializing in retail property investment, in 2009 as its Managing Partner and has served as its Chief Executive Officer since May 2009. Prior to EB Arrow, Mr. Minnis served as the Managing Director of Cypress Equities, the development subsidiary of The Staubach Company, from 2003 to 2009 and worked at The Staubach Company from 1992 to 2003. Mr. Minnis holds a B.S. in Economics and a B.A. in Foreign Languages from Southern Methodist University and an M.B.A. from the University of Texas at Austin McCombs School of Business. Mr. Minnis’ leadership, executive and business experience, along with over 25 years of experience in the commercial real estate investment industry make him a valued member of the Board.

	Chair of the Board Age: 53 Board Committees: None

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

	Director Age: 62 Board Committee: • Audit Committee

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

	Director Age: 46 Board Committees: • Compensation Committee • Nominating Committee

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

	Director Age: 66 Board Committees: • Audit Committee • Compensation Committee (Chair)

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

	Director Age: 64 Board Committees: • Audit Committee (Chair) • Nominating Committee

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

	Director Age: 51 Board Committees: • Compensation Committee • Nominating Committee (Chair)

	Daniel Donlan			Mr. Donlan has served as our Chief Financial Officer and Treasurer since April 2023. He previously served as Senior Vice President, Head of Capital Markets at Essential Properties Realty Trust, Inc. (NYSE: EPRT), a net lease REIT focused on sale-leaseback transactions with middle-market tenants, from February 2018 through March 2023. Prior to that, Mr. Donlan was a Managing Director at Ladenburg Thalmann & Co., a financial services firm, from January 2013 to January 2018, where he served as the company’s lead REIT research analyst. Prior to that, Mr. Donlan was as a Vice President at Janney Capital Markets, a financial services firm, where he worked from June 2007 to January 2013, and an associate research analyst at BB&T Capital Markets, a financial services firm, where he worked from April 2004 to May 2007. Mr. Donlan began his career as a sales and leasing associate at Thalhimer Cushman & Wakefield, a commercial real estate services firm, in Richmond, VA. Mr. Donlan received a B.B.A. in Finance from the University of Notre Dame.

	Chief Financial Officer and Treasurer Age: 42

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

	Common Stock and Securities Exchangeable for Common Stock
Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percent of Class(1)
5% or Greater Stockholders
Affiliates of Cohen & Steers, Inc.(2)		9,344,847		12.7%
Blackrock, Inc.(3)		7,794,586		10.6%
The Vanguard Group(4)		6,785,782		9.3%
T. Rowe Price Investment Management, Inc.(5)		4,936,142		6.7%
Morgan Stanley(6)		4,384,338		6.0%
Affiliates of Citadel Advisors LLC(7)		4,108,199		5.6%
Principal Real Estate Investors, LLC(8)		3,902,939		5.3%
Affiliates of Integrated Core Strategies (US) LLC(9)		3,903,441		5.3%
Named Executive Officers and Directors
Mark Manheimer(10)		221,789		*
Daniel Donlan(11)		2,600		*
Todd Minnis(12)		16,609		*

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

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

Name	2023 Base Salary Rate ($) (Effective January 1, 2023)
Mark Manheimer		700,000
Daniel Donlan		350,000

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

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

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

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

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

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

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

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

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

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

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

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

	Year				Year End Fair Value of Equity Awards Granted in the Year ($)						Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($)						Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)						Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($)						Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)						Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)						Total Equity Award Adjustments ($)
	2023						2,156,389						(792,622)						—						65,823						—						—						1,429,590