NETSTREIT Corp DEF 14A, filed Apr 3, 2023

About this DEF 14A

NETSTREIT Corp. (NTST)

DEF 14A 2023-04-03

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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 49)

Advisory Vote to Approve Executive Compensation (page 50)

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 3, 2023.

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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 2024 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, 2023 (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			2023 PROXY STATEMENT SUMMARY
	6			2023 Annual Meeting of Stockholders
	8			Executive Compensation Highlights
	8			Environmental, Social and Governance Highlights
	9			Election of Directors
	10			Directors and Management
	10			Director Biographical Information
	13			Board Experience, Qualifications and Skills
	13			Executive Biographical Officer Information
	14			Key Employee Biographical Information
	16			Corporate Governance
	16			Criteria for Selection of Directors
	16			Recommendation of Nominees by Stockholders
	16			Board and Committee Self-Evaluations
	16			Independence of Directors
	17			Board’s Role in Risk Oversight
	17			Environmental, Social and Governance
	18			Other Board Information
	19			Audit Committee
	20			Compensation Committee
	20			Nominating Committee
	20			Investment Committee
	21			Director Compensation
	22			Security Ownership of Certain Beneficial Owners, Directors and Management
	24			Compensation Discussion and Analysis
	24			Overview of the Compensation Program
	24			Compensation Philosophy and Objectives
	24			Setting Executive Compensation
	25			Executive Compensation Components
	29			Other Benefits
	30			Governance and Other Considerations
	32			Executive Compensation
	32			Summary Compensation Table
	34			Grants of Plan-Based Awards
	35			Outstanding Equity Awards at 2022 Fiscal Year-End
	36			Stock Vested in 2022
	37			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
	47			Fees of Independent Accountants
	48			Certain Relationships and Related Party Transactions
	49			Ratification of Retention of Independent Registered Public Accounting Firm (Proposal No. 2)
	50			Advisory Vote on Executive Compensation (Proposal No. 3)
	51			Questions and Answers About the Annual Meeting
	51			Why did you send me this Proxy Statement?
	51			Who can vote at the Annual Meeting?
	51			How many shares must be present to conduct the Annual Meeting?
	51			What matters are to be voted on at the Annual Meeting?
	51			How does the Board recommend that I vote?
	52			How do I vote at the Annual Meeting?
	52			What does it mean if I receive more than one notice of internet availability of proxy materials?
	52			May I change my vote?
	52			What vote is required to elect directors and approve the other matters described in this Proxy Statement?
	53			What is the difference between holding shares as a stockholder of record and as a beneficial owner?
	53			How do I vote if my bank or broker holds my shares in “street name”?
	53			How many votes do I have?
	53			How will the votes be counted at the Annual Meeting?
	53			How will the Company announce the voting results?
	53			Who pays for the Company’s solicitation of proxies?
	54			What is “householding” and how does it work?
	54			How do I participate in the Annual Meeting?
	55			STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2024 ANNUAL MEETING OF STOCKHOLDERS
	56			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 2022: 9
	Standard Board Committee Meetings in 2022: Audit (5), Compensation (6), Nominating (7)

Portfolio Metrics	December 31, 2022
Annualized Base Rent (“ABR”)(1) (in thousands)		$	99,183
Number of leases			427
Number of states			43
Square feet			8,470,494
Tenants			80
Industries			25
Occupancy			100.0%
Weighted average remaining lease term (years)(2)			9.5

	Environmental				Social				Governance
	• Consider tenants’ commitment to ESG as part of our investment process • As of December 31, 2022, 18 of our top 20 tenants had ESG commitments, representing 89.2% of ABR of our top 20 tenants and 65.9% of our total ABR • Elements of our new 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 • In 2022, we incorporated a Sustainability Linked Loan in our credit facility, 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) • In 2022, we developed Green Leasing Guidelines, which assist the Company and its tenant companies in delivering sustainability benefits to their respective stakeholders				• Competitive compensation and benefits, including stock awards for all employees • At the end of 2022, our workforce was approximately 53% male and 47% female, and women represented approximately 14% of our executive team • The ethnicity of our workforce at the end of 2022 was approximately 77% white, 10% Asian, 10% Black, and 3% Hispanic • 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				• 43% of our Board, including 40% of our independent directors, are women • 29% of our directors are racially or ethnically diverse • Five 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

	Name				Position
	Mark Manheimer				Director, President, Chief Executive Officer and Secretary
	Lori Wittman				Director, Interim Chief Financial Officer and Treasurer
	Todd Minnis				Chair of the Board
	Michael Christodolou				Director
	Heidi Everett				Director
	Matthew Troxell				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: 46 Board Committees: None

	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. 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 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, Interim Chief Financial Officer and Treasurer Age: 63 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: 52 Board Committees: Audit

	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: 61 Board Committees: • Audit Committee (Chair) • Investment 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: 45 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: 65 Board Committees: • Audit Committee • Compensation Committee (Chair) • Investment Committee (Chair)

	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 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, a role she has held since March 2016. 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: 50 Board Committees: • Compensation Committee • Nominating Committee (Chair) • Investment Committee

	Jeff Fuge			Mr. Fuge has served as our Senior Vice President, Acquisitions since December 2019. From September 2018 to December 2019, Mr. Fuge served as Director of Capital Markets at EB Arrow. Prior to that, he served as Senior Vice President at Compass Point Research & Trading, LLC, an investment bank focused on financial services, real estate and related industries, from July 2015 to August 2018. Mr. Fuge holds a B.A. in History and minor in Business Administration from the College of Charleston and an M.B.A. from The George Washington University.

	Senior Vice President, Acquisitions Age: 40

	Randy Haugh			Mr. Haugh has served as our Senior Vice President, Finance since February 2020. Mr. Haugh most recently served in the U.S. Real Estate fund management group at The Carlyle Group (Nasdaq: CG), a private equity, alternative asset management and financial services corporation, from January 2018 to February 2020. Prior to that, Mr. Haugh served as Vice President of Finance from 2015 to 2017 and Director of Finance from 2013 to 2015 at First Potomac Realty Trust, a REIT that invested in industrial properties, business parks and office properties. Prior to that, Mr. Haugh spent over ten years progressing in finance roles at publicly traded companies, including corporate finance and investor relations responsibilities with a middle market commercial lender and mortgage REIT. Mr. Haugh holds a B.S. in Economics from University of Virginia.

	Senior Vice President, Finance Age: 45

	Kirk Klatt			Mr. Klatt has served as our Senior Vice President, Real Estate since December 2019. From July 2010 to December 2019, Mr. Klatt held several positions in the single-tenant net lease group of EB Arrow, finishing as its Chief Acquisitions Officer. From 2008 to 2010, Mr. Klatt served as Development Services Manager for Duke Realty Corporation (NYSE: DRE), an industrial logistics property REIT. Prior to his work with Duke, Mr. Klatt managed large scale public and private site development projects as a licensed professional engineer. Mr. Klatt holds a B.S. in Civil Engineering from Texas Tech University and an M.B.A. from the University of Texas at Dallas. Mr. Klatt is also a licensed real estate salesperson in the State of Texas.

	Senior Vice President, Real Estate Age: 45

	Patricia McBratney-Gibbs			Ms. McBratney-Gibbs has served as our Senior Vice President and Chief Accounting Officer since May 2020. Prior to that, Ms. McBratney-Gibbs served as Chief Accounting Officer of American Bath Group, a manufacturer of bathing products, from July 2017 to May 2020. From 2015 to 2017, Ms. McBratney-Gibbs served as Chief Accounting and Administrative Officer of Mill Creek Residential Trust LLC, a real estate developer. From 2013 to 2015, Ms. McBratney-Gibbs served as Vice President and Controller of CyrusOne, a REIT. Ms. McBratney-Gibbs started her career at Deloitte & Touche LLP. Ms. McBratney-Gibbs holds a B.S. in Accounting from Oklahoma State University. Ms. McBratney-Gibbs is also a Certified Public Accountant.

	Senior Vice President and Chief Accounting Officer Age: 47

	Chad Shafer			Mr. Shafer has served as our Senior Vice President, Credit and Underwriting since May 2020. Prior to that, Mr. Shafer spent his entire career in various roles at JPMorgan Chase & Co. (“JPM”), a financial services firm, from 1998 to May 2020. From November 2019 to May 2020, Mr. Shafer served as the Executive Director Wholesale Credit Risk Real Estate at JPM. Between November 2017 and November 2019, Mr. Shafer built the Real Estate Banking Portfolio Management team at JPM, while serving as Executive Director. Prior to that, Mr. Shafer spent time in various origination and credit risk roles. Mr. Shafer holds a B.S. in Finance from Butler University.

	Senior Vice President, Credit and Underwriting Age: 47

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)		Total ($)
Todd Minnis		76,842		90,000		—		166,842
Matthew Troxell		104,653		90,000		—		194,653
Robin Zeigler		87,500		90,000		—		177,500
Heidi Everett		75,000		90,000		—		165,000
Michael Christodolou		76,495		90,000		—		166,495

2022 Peer Group
Agree Realty	Getty Realty	RPT Realty
Chatham Lodging Trust	Kite Realty Group Trust	SITE Centers
Essential Properties Realty Trust	Pebblebrook Hotel Trust	Spirit Realty Capital
Four Corners Property Trust	RLJ Lodging Trust	Urban Edge Properties

Name	2021 Base Salary Rate ($) (Effective January 1, 2021)		2022 Base Salary Rate ($) (Effective January 1, 2022)
Mark Manheimer		600,000		600,000
Andrew Blocher		375,000		375,000

	Short-Term Incentive Opportunity as % of Base Salary(1)
Name	Threshold		Target		Maximum		Target STI ($)
Mark Manheimer		50%		100%		200%		600,000
Andrew Blocher		50%		100%		200%		375,000

Corporate Performance Goal	Weighting		Threshold (50%)	Target (100%)	Maximum (200%)	Actual Performance	Achievement
AFFO/Share(1)		35%	$1.12	$1.16	$1.25	$1.16		100.0%
Net Investments(2)		15%	$420M	$480M	$600M	$480.2M		100.1%
Portfolio Investment Grade %(3)		10%	75%	80%	85%	80.1%		102.0%
Leverage(4)		10%	6.00x	5.25x	4.50x	4.93x		143.3%
Occupancy(5)		10%	97.75%	98.50%	99.25%	100.0%		200.0%
Subjective(6)		20%	1	3	5	3		100.0%
Total:		100%						114.6%

Name	Shares Underlying RSU Grant (#)		Aggregate Fair Value of RSU Grant ($)
Mark Manheimer		41,554		920,000
Andrew Blocher(1)		18,067		400,000

Name	Target Shares Underlying PSU Grant (#)		Aggregate Fair Value of PSU Grant ($)
Mark Manheimer		61,674		1,380,000
Andrew Blocher(1)		26,815		600,000

2022 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	VICI Properties
Getty Realty	One Liberty Properties	W. P. Carey
Gladstone Commercial	Physicians Realty Trust

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		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
		2020		550,000		687,500		549,990		—		11,400		1,798,890
Lori Wittman(4) Interim Chief Financial Officer and Treasurer		2022		136,364		—		—		—		164,423		300,786
Andrew Blocher(4) Former Chief Financial Officer, Treasurer and Secretary		2022		328,125		—		1,068,906		—		875,771		2,272,802
		2021		375,000		—		1,054,678		551,250		11,600		1,992,528
		2020		346,023		437,500		2,049,983		—		9,917		2,843,423

Name	RSU Grant Date Value		PSU Grant Date Value		2022 Additional RSU Grant Date Value		Total Grant Date Value
Mark Manheimer		920,000		1,380,000		110,250		2,410,250
Andrew Blocher		400,000		600,000		68,906		1,068,906

				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		—		300,000		600,000		1,200,000
	PSU Grant		2/28/2022								30,837		61,674		123,348				1,380,000
	Annual RSU Grant		2/28/2022														41,554		920,000
	2022 Additional RSU Grant(5)		2/28/2022														4,980		110,250
Lori Wittman(6)	—		—		—		—		—		—		—		—		—		—
Andrew Blocher	Annual Incentive		—		187,500		375,000		750,000
	PSU Grant		2/28/2022								13,408		26,815		53,630				600,000
	Annual RSU Grant		2/28/2022														18,067		400,000
	2022 Additional RSU Grant(5)		2/28/202														3,112		68,906

	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		41,554(2)		761,685		61,674(3)		1,130,484(3)
		19,918(4)		365,097
		4,980(5)		91,283
		35,109(6)		643,548		77,658(7)		1,423,471(7)
		13,775(8)		252,496		—		—
		2,623(9)		48,080		—		—
		18,333(10)		336,044		—		—
		60,759(11)		1,113,712		—		—
Lori Wittman		4,065(12)		74,511		—		—
Andrew Blocher(13)		—		—		—		—

	Stock Awards
Name	Number of Shares Acquired on Vesting(#)(1)		Value Realized on Vesting($)(2)
Mark Manheimer		62,242		1,259,979
Lori Wittman		5,558		115,509
Andrew Blocher		116,357		2,288,308

	Name				Number of Shares Acquired on Vesting of RSUs under Alignment of Interest Program (#)						Value Realized on Vesting ($)						Number of Shares Acquired on Vesting of Time-Based RSUs (#)						Value Realized on Vesting ($)
	Andrew Blocher						25,997						485,884						56,211						1,050,584