Broadstone Net Lease Inc
For the period ended Mar 22, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 22, 2024 · Filed Mar 22, 2024
Contents
Pay Versus Performance Table
As required by the Securities and Exchange Commission, the following table is intended to illustrate compensation “actually paid” to our NEOs as compared to (i) our total shareholder return (“TSR”) performance (on an absolute and relative basis), (ii) net income, and (iii) AFFO per share, the company’s selected measure. Differences in our summary compensation table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, and the probability assessment of performance under our performance share plan (“PSP”) at the end of each fiscal year.
The tabular and narrative disclosures provided below are intended to be calculated in a manner consistent with the applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate.
The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation (calculated in the same manner as used for the Summary Compensation Table for our principal executive officer (“PEO”) and, as an average, for our other named executive officers (“Non-PEO NEOs”), (ii) a measure of compensation referred to as “compensation actually paid” (or “CAP”) and calculated in accordance with the available SEC guidance for our PEO and, as an average, for our Non-PEO NEOs, and (iii) certain financial performance measures, in each case, for our four most recently completed fiscal years.
| Value of Initial Fixed $100 Investment Based on: | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for PEO (Mr. Czarnecki)($)(1) · Compensation Actually Paid to PEO (Mr. Czarnecki)($) · Summary Compensation Table Total for PEO (Mr. Moragne)($)(1) · Compensation Actually Paid to PEO (Mr. Moragne)($) · Average Summary Compensation Table Total for Non-PEO NEOs ($) · Average Compensation Actually Paid to Non-PEO NEOs($) (2) · Company TSR($)(3) · MSCI US REIT TSR($)(3) · Net Income (Loss)($ in thousands) · AFFO per Share($) | ||||||||||||||||
| 2023 | 944,354 | 1,141,357 | 4,195,587 | 4,328,743 | 1,854,801 | 1,940,204 | 129.11 | 132.33 | 163,312 | 1.41 | ||||||
| 2022 | 4,464,584 | 2,089,127 | - | - | 1,522,899 | 1,018,133 | 113.34 | 116.34 | 129,475 | 1.40 | ||||||
| 2021 | 4,428,205 | 5,989,430 | - | - | 1,475,820 | 1,615,407 | 163.55 | 154.12 | 109,528 | 1.31 | ||||||
| 2020 | 3,321,219 | 3,269,024 | - | - | 1,654,863 | 1,636,608 | 123.29 | 107.73 | 56,276 | 1.41 | ||||||
(1)
In accordance with applicable SEC rules, since Mr. Czarnecki and Mr. Moragne each served as CEO during 2023, they are both included in the table above as a PEO.
(2)
Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
| Year | PEO 1 | PEO 2 | Non-PEONEOs |
| 2023 | Christopher J. Czarnecki | John D. Moragne | Ryan M. Albano, Roderick A. Pickney, John D. Callan, Jr., Kevin M. Fennell |
| 2022 | Christopher J. Czarnecki | - | Ryan M. Albano, John D. Moragne, Roderick A. Pickney, John D. Callan, Jr. |
| 2021 | Christopher J. Czarnecki | - | Ryan M. Albano, John D. Moragne, Roderick A. Pickney, Andrea T. Wright, Sean T. Cutt |
| 2020 | Christopher J. Czarnecki | - | Ryan M. Albano, John D. Moragne, Sean Cutt |
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined based on the stock price at the end of each fiscal year taking into account the probable outcome as of the end of the year for outstanding performance awards. The following table sets forth the adjustments we made in the pay-versus-performance table in order to arrive at the amount of compensation “actually paid” to our NEOs:
| 60 | 2024 Proxy Statement |
| Adjustments to Determine Compensation “Actually Paid” for PEO1 (Mr. Czarnecki) | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | 0 | (2,552,546) | (2,373,361) | (2,000,000) |
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 0 | 1,762,157 | 3,433,452 | 1,910,244 |
| Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | (87,815) | (1,713,018) | 357,855 | 0 |
| Increase for Fair Value of Awards Granted during year that Vested | 0 | 0 | 0 | 0 |
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 76,995 | (126,447) | (36,878) | 0 |
| Increase based on Dividends paid or accrued prior to Vesting Date of Award | 207,823 | 254,397 | 180,157 | 37,561 |
| Total Adjustments | 197,003 | (2,375,457) | 1,561,225 | (52,195) |
| Adjustments to Determine Compensation “Actually Paid” for PEO2 (Mr. Moragne) | 2023 | 2022 | 2021 | 2020 |
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (2,393,189) | |||
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 2,333,846 | |||
| Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | (39,104) | |||
| Increase for Fair Value of Awards Granted during year that Vested | 0 | |||
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 27,857 | |||
| Increase based on Dividends paid or accrued prior to Vesting Date of Award | 203,746 | |||
| Total Adjustments | 133,156 | |||
| Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs (Average) | 2023 | 2022 | 2021 | 2020 |
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (973,182) | (639,825) | (577,410) | (700,000) |
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 970,537 | 444,440 | 586,055 | 668,598 |
| Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | (8,607) | (336,188) | 58,534 | 0 |
| Increase for Fair Value of Awards Granted during year that Vested | 0 | 0 | 55,068 | 0 |
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 13,349 | (30,821) | (15,831) | 0 |
| Increase based on Dividends paid or accrued prior to Vesting Date of Award | 83,306 | 57,629 | 33,171 | 13,147 |
| Total Adjustments | 85,403 | (504,766) | 139,587 | (18,255) |
(3)
The reported cumulative TSR is calculated by the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s closing share price at the end of the first trading day, September 17, 2020 ($16.30), and at the end of the measurement period, based on an initial $100 investment on this date.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.