DEF 14A

DEF 14A 1 d242877ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

BROADSTONE NET LEASE, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

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

LOGO

800 Clinton Square

Rochester, New York 14604

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Date and Time:	Thursday, May 5, 2022 at 3:00 p.m., Eastern Time

Place:	Online at www.proxydocs.com/BNL

Items of Business:	1. To elect directors to our Board of Directors for the ensuing year; 2. To amend and restate our Articles of Incorporation as further described in this Proxy Statement; 3. To approve, in a non-binding advisory vote, the frequency of an advisory vote on the compensation of our named executive officers in future years; 4. To approve, in a non-binding advisory vote, the compensation of our named executive officers as described in this Proxy Statement; 5. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022; and 6. To transact such other matters as may properly come before the meeting or any adjournment or postponement thereof.

Record Date:	Stockholders as of the close of business on Tuesday, March 1, 2022 are entitled to vote.

Proxy Voting:	You can authorize a proxy to vote your shares easily and quickly:

Internet		By visiting www.proxydocs.com/BNL

Phone		By calling 1-866-390-5372

Mail		By signing and returning your proxy card if you have received paper materials

For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee. Regardless of whether you expect to attend the meeting, please vote your shares ahead of time by authorizing a proxy to vote your shares in one of the ways outlined above. If, after providing voting instructions, you later decide to change your vote, you may do so by (i) delivering a written statement to the Secretary of the Company stating that the proxy is revoked, which must be received prior to the Annual Meeting; (ii) submitting a subsequent proxy with a later date (provided such proxy is received prior to the Annual Meeting); or (iii) attending the Annual Meeting virtually and voting electronically during the Annual Meeting. Your subsequent proxy authorization will supersede any proxy authorization you previously made.


		By Order of the Board of Directors of Broadstone Net Lease, Inc.,

		John D. Callan, Jr.
		SVP, General Counsel, and Secretary
		March 25, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 5, 2022

Our Annual Report for the fiscal year ended December 31, 2021, the Notice of Annual Meeting of Stockholders,

this proxy statement, and a form of proxy are available at www.proxydocs.com/BNL.

We are pleased to comply with rules adopted by the Securities and Exchange Commission that allow companies to distribute their proxy materials over the Internet. On or about March 25, 2022, we mailed or otherwise made available to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and Annual Report for the fiscal year ended December 31, 2021. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the Internet.

Internet distribution of our proxy materials is designed to ensure faster receipt of such materials by our stockholders, lower the cost of the Annual Meeting and is more environmentally friendly than mailing materials. If you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability.

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING			1

2021 HIGHLIGHTS			5

CORPORATE RESPONSIBILITY			6

Corporate Governance Highlights			6

Environmental Stewardship			7

Social Responsibility			8

CORPORATE GOVERNANCE			10

Board Structure			10

Board Leadership Structure			10

Director Independence			10

Meetings of the Board of Directors			11

Communicating with the Board of Directors			11

Committees of the Board			11

Oversight of Risk Management by the Board of Directors and Its Standing Committees			14

Identification of Director Nominees			15

Director Orientation and Continuing Education			15

Director Stock Ownership Policy			15

Code of Ethics and Business Conduct Policy			16

Corporate Governance Guidelines			16

Policy Prohibiting Hedging and Pledging of Company Stock			16

PROPOSAL NO. 1: ELECTION OF DIRECTORS			17

Directors Skills, Qualifications and Attributes			17

Director Nominee Biographies			19

PROPOSAL NO. 2: APPROVAL OF AMENDED AND RESTATED CHARTER			23

PROPOSAL NO. 3: SAY ON FREQUENCY			25

PROPOSAL NO. 4: SAY ON PAY			26

COMPENSATION OF DIRECTORS			27

EXECUTIVE OFFICERS OF THE COMPANY			29

EXECUTIVE COMPENSATION			32

Compensation Discussion & Analysis			32

Fiscal 2021 Compensation Program in Detail			37


Compensation Committee Report			43

Summary Compensation Table			44

Grant of Plan-Based Awards			46

Employment Agreements with our Named Executive Officers			47

Outstanding Equity Awards Table for Fiscal Year End			49

Stock Vested and Settled			50

Payments upon Certain Events of Termination or Change in Control			50

Securities Authorized for Issuance under Equity Compensation Plans			54

Compensation Committee Interlocks and Insider Participation			60

CEO Pay Ratio			60

Compensation Risk Assessment			60

BENEFICIAL OWNERSHIP			62

Security Ownership of Certain Beneficial Owners and Management			62

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			63

AUDIT COMMITTEE REPORT			66

PROPOSAL NO. 5: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			67

OTHER MATTERS			68

HOUSEHOLDING OF PROXY MATERIALS			69

PROPOSALS FOR NEXT ANNUAL MEETING			69

ANNUAL REPORT			69

ANNEX A			A-1

LOGO

800 Clinton Square

Rochester, New York 14604

PROXY STATEMENT FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 5, 2022

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

We are providing you with this proxy statement, which contains information about the items to be voted upon at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Our principal executive offices are located at 800 Clinton Square, Rochester, New York 14604. The words “we,” “us,” “our,” or “Company,” refer to Broadstone Net Lease, Inc.

When and where is the Annual Meeting?

The Annual Meeting will be held on Thursday, May 5, 2022, at 3:00 p.m., Eastern Time. The Annual Meeting will be a completely “virtual meeting” of stockholders. You may attend the Annual Meeting virtually, and vote your shares electronically, by visiting www.proxydocs.com/BNL. In order to attend, you must register in advance at www.proxydocs.com/BNL prior to the deadline of Monday, May 2, 2022 at 5:00 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email that you must follow to attend the Annual Meeting.

What is this document and why did I receive it?

We have made the proxy statement and the proxy card available to you via the Internet or, upon your request, have delivered printed copies of these materials to you by mail. This proxy statement is being furnished to you as a stockholder of Broadstone Net Lease, Inc. because our Board of Directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement contains information that stockholders should consider before voting on the proposals to be presented at the Annual Meeting.

Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

We have elected to provide access to our proxy materials on the Internet in accordance with rules adopted by the Securities and Exchange Commission. Accordingly, on or about March 25, 2022, we mailed or otherwise made available to our stockholders of record at the close of business on March 1, 2022 (the “Record Date”) a Notice of Internet Availability. The Notice of Internet Availability contains instruction on how to access our proxy materials, including our proxy statement and Annual Report for the fiscal year ended December 31, 2021. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the Internet.

Internet distribution of our proxy materials is designed to ensure faster receipt of such materials by our stockholders, lower the cost of the Annual Meeting, and is more environmentally friendly than mailing materials. If you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability.

What is a Proxy?

A proxy is a person who votes the shares of stock of another person who is not able to attend a meeting. The term “proxy” also refers to the proxy card or other method of appointing a proxy. When you submit your proxy, you are appointing the designated officers of the Company as your proxy and you are giving them authority to vote your shares of common stock at the Annual Meeting. The appointed proxies will vote your shares of common stock as you instruct unless you submit your proxy without instructions. If you submit your proxy without instructions, the proxies will vote in accordance with the recommendation of our Board of Directors with respect to any proposals to be voted upon or, in the absence of such a recommendation, in their discretion. If you do not submit your proxy, the proxies will not vote your shares of common stock. Therefore, it is important for you to return the proxy card to us (or submit your proxy via telephone or electronically) as soon as possible, regardless of whether you plan on attending the meeting.


		1		2022 Proxy Statement

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will vote upon the following five proposals:

To elect directors to our Board of Directors for the ensuing year;

To amend and restate our Articles of Incorporation as further described herein;

To approve, in a non-binding advisory vote, the frequency of an advisory vote on the compensation of our named executive officers in future years;

To approve, in a non-binding advisory vote, the compensation of our named executive officers as further described herein;

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022; and

To transact such other matters as may properly come before the meeting or any adjournment or postponement thereof.

Our management will also provide attendees with a brief presentation and respond to questions from our stockholders. In addition, representatives of Deloitte & Touche LLP, our independent registered public accounting firm, are expected to be available during the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to questions from our stockholders.

How is this solicitation being made and who will bear the costs of soliciting votes?

Solicitation of proxies will be primarily by mail. Our directors, officers, and employees, none of whom will receive additional compensation for their services, may also solicit proxies by telephone, in person, or by e-mail. We have hired Donnelley Financial Solutions (“Donnelley”) and Mediant Inc. (“Mediant”) to assist us in the distribution of our proxy materials.

All the expenses of preparing, assembling, printing, and mailing the materials used in the solicitation of proxies will be borne by us, and we will pay Donnelley and Mediant customary fees and expenses for these services. We do not anticipate any expenses attributed to the solicitation of proxies at this time.

Will my vote make a difference?

Yes! Your vote is needed to ensure that the proposals can be acted upon. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder proxies. We encourage you to participate in the governance of our Company. Additionally, as further described herein, broker non-votes for Proposal No. 2 (Approval of Amended and Restated Charter), which requires the approval of two-thirds of the shares entitled to vote on such matter, will be counted as votes “AGAINST” such proposal. It is therefore important to ensure that you have provided instructions to vote on such proposal to your broker, if applicable.

Who is entitled to vote?

Holders of record of our shares of common stock, $0.00025 par value per share (the “Common Stock”), as of the close of business on March 1, 2022 (the “Record Date”), are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting, or any postponements or adjournments of the Annual Meeting. As of the Record Date, there were 163,613,009 shares of our Common Stock issued and outstanding and entitled to vote at the Annual Meeting. Each such outstanding share of Common Stock entitles its holder to cast one vote on each proposal to be voted on during the Annual Meeting.


		2		2022 Proxy Statement

What constitutes a quorum?

A quorum of stockholders is required for stockholders to take action at the Annual Meeting, except that the Annual Meeting may be adjourned if less than a quorum is present. The presence, either in person or by proxy, of at least a majority of the shares of Common Stock entitled to be cast at the Annual Meeting on any matter will constitute a quorum. If a quorum is not present at the Annual Meeting, or if a quorum is present but sufficient votes to approve a proposal are not received, the chairman of the Annual Meeting may adjourn the Annual Meeting from time to time to a date not more than 120 days from the original Record Date to permit further solicitation of proxies.

How is quorum determined?

For the purpose of determining whether a quorum is present at the Annual Meeting, shares that are voted “For,” “Against,” “Abstain,” or “Withhold” as applicable, will be treated as being present at the Annual Meeting. Accordingly, if you have returned a valid proxy or attend the Annual Meeting, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters. Broker non-votes (defined below) will also be counted as present for purposes of determining the presence of a quorum. A “broker non-vote” occurs when a broker does not vote on a matter on the proxy card because the broker does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.

How do I vote?

If you are a registered stockholder as of the Record Date, you may vote electronically by attending the Annual Meeting and following instructions to vote. Additionally, you may use any of the following options for authorizing a proxy to vote your shares prior to the Annual Meeting:

Via the Internet by visiting www.proxydocs.com/BNL and following the on-screen instructions;

By telephone by calling 1-866-390-5372 and following the instructions; or

By mail by completing, signing, dating, and returning your proxy card if you have received paper materials.

If you authorize a proxy by telephone or Internet, you are not required to mail your proxy card. See the attached proxy card for additional instructions on how to vote.

All proxies that are properly executed and received by us prior to the Annual Meeting, and are not revoked, will be voted at the Annual Meeting in accordance with the instructions on those proxies.

Even if you plan to attend the Annual Meeting, we urge you to submit a proxy via the Internet, or by telephone or mail to ensure the representation of your shares at the Annual Meeting.

What happens if I submit my proxy without providing voting instructions on all proposals?

If no instructions are specified on a properly executed proxy, it will be voted as follows:

•

If you are a stockholder of record, “FOR” the election of each of the Director nominees set forth in Proposal No.1 of this Proxy Statement. If you are a beneficial owner whose shares are held of record by a broker, a broker non-vote will occur.

•

If you are a stockholder of record, “FOR” the adoption of the Amended Charter described more fully in Proposal No. 2 of this Proxy Statement. If you are a beneficial owner whose shares are held of record by a broker, a broker non-vote will occur.

•

If you are a stockholder of record, for an annual advisory vote on executive compensation (box “1 YR” on the proxy card) as described more fully in Proposal No. 3 of this Proxy Statement. If you are a beneficial owner whose shares are held of record by a broker, a broker non-vote will occur.

•

If you are a stockholder of record, “FOR” the non-binding approval of executive compensation in fiscal 2021 as described more fully in Proposal No. 4 of this Proxy Statement. If you are a beneficial owner whose shares are held of record by a broker, a broker non-vote will occur.


		3		2022 Proxy Statement

•

If you are a stockholder of record or if you are a beneficial owner whose shares are held of record, “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm as described more fully in Proposal No. 5 of this proxy statement.

How do I vote if I hold my shares in “street name”?

If your shares are held by your bank or broker as your nominee (that is, in “street name”), you are considered the beneficial owner of your shares, but your bank or broker are considered the record owner. You should receive a proxy or voting instruction form from the institution that holds your shares. Follow the instructions included on that form regarding how to instruct your broker to vote your shares.

Can I change or revoke my vote?

Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. You may revoke your proxy by: (i) delivering a written statement to the Secretary of the Company stating that the proxy is revoked, which must be received prior to the Annual Meeting; (ii) submitting a subsequent proxy with a later date (provided such proxy is received prior to the Annual Meeting); or (iii) attending the Annual Meeting virtually and voting electronically during the Annual Meeting.

If we receive your proxy authorization by telephone or over the Internet, we will use procedures reasonably designed to authenticate your identity, to allow you to authorize the voting of your shares in accordance with your instructions and to confirm that your instructions have been properly recorded. To revoke a proxy previously submitted by Internet, telephone or mail, you may simply authorize a proxy again at a later date using the procedures set forth above, but before the deadline for Internet, telephone or mail voting, in which case the later submitted proxy will be recorded and the earlier proxy revoked.

If your shares are held by your broker or bank as a nominee or agent, you will need to contact the institution that holds your shares and follow its instructions for revoking a proxy.

What happens if additional proposals are presented at the Annual Meeting?

Other than the matters described in this proxy statement, we do not expect any additional matters to be presented for a vote at the Annual Meeting. If other matters are presented and you are voting by proxy, your proxy grants the individuals named as proxy holders the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and then disclose the final results in a Current Report on Form 8-K filed with the SEC within four business days after the date of the Annual Meeting. If final voting results are not known when such Form 8-K is filed, they will be announced in an amendment to such Form 8-K within four business days after the final results become known.

How can I get additional copies of this proxy statement and additional information?

We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. You may obtain additional copies of this proxy statement and all other documents filed by us with the SEC free of charge from our website at https://investors.bnl.broadstone.com, or by calling our Investor Relations team at 585-287-6500.

Our website address is provided for your information and convenience. Our website is not incorporated into this proxy statement and should not be considered part of this proxy statement. Additionally, you may read and copy any reports, statements or other information we file with the SEC free of charge on the website maintained by the SEC at http://www.sec.gov.


		4		2022 Proxy Statement

2021 HIGHLIGHTS

Financial Highlights

During fiscal 2021, we:

•

Closed 35 real estate acquisitions totaling approximately $654.7 million, excluding capitalized acquisition costs, adding 116 new properties with a weighted average initial cash capitalization rate of 6.3%. The properties acquired had an ABR weighted average remaining lease term of 15.9 years at the time of acquisition and ABR weighted average rent increases of 1.5%.

•

Sold 31 properties, at a weighted average cash capitalization rate of 6.7%, for net proceeds of $83.8 million, recognizing a gain of $13.5 million above net book value.

•

Increased occupancy 60 basis points to 99.8%.

•

Collected 100% of base rents due.

•

Generated net income of $109.5 million or $0.67 per diluted share for the year ended December 31, 2021.

•

Generated funds from operations (“FFO”) of $256.2 million or $1.56 per diluted share for the year ended December 31, 2021.⁽¹⁾

•

Generated adjusted funds from operations (“AFFO”) of $216.0 million or $1.31 per diluted share for the year ended December 31, 2021.⁽¹⁾

•

Received initial credit rating of ‘BBB’ with stable outlook from S&P Global Ratings (“S&P”) in January 2021 and upgraded credit rating of ‘Baa2’ with stable outlook from Moody’s Investors Service (“Moody’s”) in September 2021.

•

Completed our first public follow-on equity offering, issuing 11,500,000 common shares for net proceeds of $253.5 million.

•

Established $400 million at-the-market common equity offering program (“ATM Program”) and sold 1,071,500 shares of common stock under this program for net proceeds of $27.3 million.

•

Closed $375 million inaugural 10-year public bond offering at a fixed rate of 2.60%.

(1)

FFO and AFFO are performance measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For more information regarding these non-GAAP financial measures, as well as a reconciliation of these non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, see “Non-GAAP Financial Measures” on pages 71 through 75 of our Annual Report on Form 10-K for the year ended December 31, 2021.


		5		2022 Proxy Statement

CORPORATE RESPONSIBILITY

We are committed to being a responsible corporate citizen by conducting our operations in a sustainable and ethical manner. We strive to foster a culture that is inclusive, collaborative, and based on trust, and invest heavily in the health and well-being of our employees. We also strive to conduct our operations in an environmentally responsible way and with a governance structure that requires the highest ethical standards. We believe these commitments benefit both the Company and society and are consistent with our focus on long-term positive impact and value for our shareholders, employees, tenants, partners, and the communities in which we live, work, and invest.

In 2021, we formed an internal ESG Committee to manage our ESG initiatives. Our ESG Committee is currently comprised of our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, SVP – Human Resources, SVP – Property Management, SVP – Corporate Finance and Investor Relations and is chaired by our General Counsel. Additionally, discussions regarding ESG matters and initiatives are held between management and each of the Governance Committee and the Board of Directors on at least a quarterly basis.

Corporate Governance Highlights

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

•

Our Board of Directors is not classified. Each of our directors is subject to election annually, and we may not elect to be subject to the elective provision of the Maryland General Corporation Law (“MGCL”) that would classify our Board of Directors without stockholder approval;

•

Our Board of Directors is predominantly independent. Seven out of nine of our directors in 2021 were independent. Assuming all director nominees are elected at the Annual Meeting, this ratio will increase to seven out of eight directors deemed independent for 2022;

•

Our Chairman is independent and a non-executive director. The roles of Chairman of the Board and Chief Executive Officer are separate and our Chairman is a non-executive independent director;

•

Our core committees are fully independent. We have a fully independent Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee (the “Governance Committee”) as well as majority independent director representation on our Real Estate Investment Committee. Upon the conclusion of the Annual Meeting, the Real Estate Investment Committee will also be fully independent;

•

Our Audit Committee is comprised of individuals with significant financial expertise. Each of the members of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert” as defined by the SEC;

•

We expect our directors, officers and employees to act in accordance with the highest moral, legal and ethical standards. We have adopted numerous polices and practices to promote the highest moral, legal and ethical standards in connection with our business, including our Code of Ethics and Business Conduct, Corporate Governance Guidelines, Compensation Clawback Policy, and a general prohibition on hedging and/or pledging our shares of common stock. Further, we have adopted a Whistleblower Policy and have a whistleblower hotline through which anonymous reports regarding the violation of any law, regulation or company policy may be made;

•

We have robust Stock Ownership Guidelines. Our Chief Executive Officer is required to own shares of our common stock with a market value of at least 6 times his annual base salary and our Executive Vice Presidents are required to own shares of our common stock with a market value of at least 3 times their respective annual base salary. Our non-employee directors are currently required to own shares of our common stock with a market value of at least $250,000 and, upon the conclusion of the Annual Meeting, will be required to own shares of our common stock with a market value of at least 5 times their current annual cash retainer;


		6		2022 Proxy Statement

•

We do not permit the use of corporate funds for political contributions. While the Company and its employees belong to certain trade associations and similar organizations, the use of corporate funds for political purposes is generally prohibited. During the year ended December 31, 2021, the Company made no political contributions;

•

Stockholders may amend our Bylaws. Stockholders have the ability to amend our Second Amended and Restated Bylaws (the “Bylaws”) by majority vote;

•

Stockholder Engagement. We value investor input and provide investors with many opportunities and events to provide feedback to our management team, including one-on-one sessions, group meetings, and other formal events. In 2021, we held 63 virtual or in-person meetings with investors. These meetings covered a range of topics, including our financial condition and results of operations, investment, finance and operation strategies, stock price performance, economic, industry and market trends, and ESG and corporate governance practices and policies;

•

We opted out of certain anti-takeover protections afforded by the MGCL. We have opted out of the business combination and control share acquisition statutes in the MGCL and may not opt back into such provisions without stockholder approval; and

•

We do not have a “Poison Pill.” We do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without (a) the approval of our stockholders, or (b) seeking ratification from our stockholders within 12 months of adoption of the plan if the Board of Directors determines, in the exercise of its duties under applicable law, that it is in our best interest to adopt a rights plan without the delay of seeking prior stockholder approval.

Environmental Stewardship

As owners of commercial real estate, we recognize the need for responsible and sustainable environmental policies and practices. To that end, we seek to minimize our overall impact on the environment within the context of our business and encourage environmentally responsible behavior among our employees, vendors, and other business relationships.

We are a real estate investment trust that acquires, owns, and manages primarily single-tenant commercial real estate properties that are subject to net leases. Pursuant to the terms of our leases, our tenants are solely responsible for operating their businesses, including having day-to-day control of each property. As a result, our tenants control their energy usage and have the ultimate say of when and how to implement environmentally responsible practices at our properties. While we do not control our tenant businesses, we recognize that the operation of commercial real estate assets can have a meaningful impact on the environment and believe that we can contribute to the implementation of environmentally responsible and sustainable practices by being conscious of and seeking to address environmental impacts within our control and supporting our tenants to do the same.

Recent Efforts and Achievements:

•

‘Go Green’ initiatives. At our main headquarters in Rochester, NY and each regional office located in Phoenix, AZ, and Dallas, TX, employees are encouraged to get involved and identify additional areas to improve and promote:

Reducing the use of paper through ongoing investments in technology. Our employees are provided with hardware and software supporting electronic document processing, review and signature, e-transactions, and accounting. When printing is necessary, device settings default to two-sided, low toner use;

Energy conservation and waste recycling through consultation with building owners, managers, and third-party contractors to reduce electric and water consumption and recycle paper, plastic, and aluminum waste, as well as packaging waste, toner and other electronics and equipment related waste;

Reducing refreshment waste by providing hot and cold reusable drink vessels to employees, paired with self-serve stations for various beverages. We continue to strive to significantly reduce or eliminate the use of disposable cups, straws, and bottles in our offices. Our offerings are reviewed periodically to determine additional opportunities to use products made from recycled materials, and partner with vendors also focused on conservation;


		7		2022 Proxy Statement

Recycling of electronics at annual events hosted by the Company to provide employees with a means of disposing of personal unused or obsolete electronic devices with a certified third-party; and

The use of ENERGY STAR-certified devices, equipment, and appliances.

•

Property Assessments. We conduct an assessment of every property we consider for acquisition based on current industry standards and best practices. Environmental conditions and risks are carefully reviewed and mitigated by a cross-functional team as part of our customary pre-acquisition due diligence process. This includes obtaining a Phase I environmental assessment (a “Phase I”) for each property. We review each Phase I to understand the environmental condition of a property and to determine whether the property and operations on the property meet applicable environmental standards and, to the extent needed, remediate any discovered environmental concerns discovered at a property.

•

Ongoing Insurance Evaluations. We conduct evaluations for each property in our portfolio to ensure appropriate coverage is in place, either directly or through the tenant pursuant to the terms of our leases, or necessary financial resources are provided to address any unforeseen environmental issue, natural disaster, or other risk based on industry best practices.

•

Tenant Engagement. We strive to engage with our tenants regarding environmentally responsible and sustainable practices and these initiatives play an important role in our sustainability efforts given the nature of our business. We oversee property-level improvements that promote and encourage responsible and sustainable practices. Recent initiatives include:

The installation of over 2,000 solar modules on the roof of a tenant’s facility, which were estimated to result in an 18% reduction in electric power needs and a reduction of 17,900 tons of CO2 emissions over the system’s lifetime; and

Waiving legal fees associated with review and consent of environmentally conscious and responsible improvements at our properties.

Social Responsibility

Our commitment to our employees is central to our ability to continue to deliver strong performance and financial results for our stockholders and other stakeholders. We seek to create and cultivate an engaging work environment for our employees, which allows us to attract, retain, and develop top talent to manage our business. We also encourage our employees to be actively involved in the communities in which they live through various initiatives.

As part of our commitment to our employees and our community members, as well as supporting and giving back to those in need, we have focused on the following programs:

•

Diversity, Equity and Inclusion. We are committed to creating and maintaining a culture of inclusion and connectedness and we believe the company is better able to grow and improve with a diverse Board of Directors, management, and team of employees. To that end, we value and advance the diversity and inclusion of the people with whom we work. Our Diversity, Equity, and Inclusion (“DE&I”) Committee spearheads ongoing efforts to design and implement related programs and deepen our commitment to this important initiative. DE&I program updates are routinely reported to the Board of Directors. Recent achievements include:

CEO Action for Diversity & Inclusion^™ pledge – Our Chief Executive Officer (“CEO”) has signed a pledge set forth by Nareit’s Dividends Through Diversity, Equity & Inclusion CEO Council. The pledge outlines a set of actions that CEOs will take to cultivate a trusting environment where all ideas are welcomed, and employees feel comfortable and empowered to have discussions about diversity and inclusion.


		8		2022 Proxy Statement

Unconscious Bias Training – In 2021, all employees participated in a training workshop conducted by a third-party firm. An online version of the training is now included in new employee onboarding.

DE&I Focused Charitable Giving and Community Support – In 2021, we increased our annual giving, and allocated a percentage targeted specifically to non-profit organizations with DE&I related missions, intended to expand services and support in the communities where our corporate and regional offices operate. The organizations we supported work to combat food insecurity, provide support for at risk children and teens, promote urban entrepreneurship, and provide free civil legal services for those that qualify.

DE&I Digest – In 2021, a monthly newsletter was created to share DE&I related content among BNL colleagues each month to encourage employee awareness and participation.

Our commitment to diversity extends to the composition of our Board of Directors and our workforce. Currently, two of our nine directors identify as female and 44% of our directors identify with underrepresented groups. Further, employees who identify as women comprise 62% of our workforce, 33% of our officers, and 25% of our executive officers. Additionally, approximately 14% of our employees are Hispanic or Latino, Black or African American, or Asian.

•

Community Engagement – We believe in our responsibility to help the communities around us by providing support to charitable organizations and encourage living philanthropically. We offer regular volunteer and giving opportunities throughout the year that provide our employees with meaningful civic involvement. Since our inception, we have facilitated opportunities for our employees to contribute time and resources to benefit local nonprofit organizations. Our community engagement efforts are led by our employees through a dedicated committee that is responsible for engaging with community organizations, planning and organizing various opportunities for employees to make a difference through volunteer giving and service, and civic involvement with non-profit organizations, and corporate donations.

•

Career Development – We strive to create an engaging work experience that allows for career development and related opportunities. We offer numerous opportunities for our employees to engage in personal and professional development, including educational support and opportunities for tuition assistance and reimbursement, participation in industry conferences and networking events, individual leadership and management training, access to an online learning library providing an extensive collection of learning and development opportunities, lunch and learn meetings with our CEO and senior management team, group trainings (e.g., underwriting, real estate fundamentals, cyber security, computer skills, safety, ethics, harassment prevention, and DE&I related content), peer mentorship opportunities, and reimbursement for continuing education.

•

Employee Wellness – Our employees are our most valuable asset, and their individual and group contributions drive our performance and success. As a result, we are focused on and invest in our team’s overall health, wellness, and engagement. We employ numerous strategies and initiatives to nurture and nourish our employees’ physical, mental, and emotional well-being, including, among other things, competitive employee benefits (with 100% employer-paid healthcare options), generous paid time off programs, fringe benefits to make both the Broadstone and home office environments more comfortable, transparent and open communication and dialogue between our senior executives and our employee base, events and opportunities for social connectedness and family-friendly corporate events, wellness and fitness events, on-site flu vaccinations administered by a third-party health-services provider, flexibility in work location and schedules to meet specific employee needs, and access to an employee assistance program and other health and wellness resources.


		9		2022 Proxy Statement

CORPORATE GOVERNANCE

Board Structure

We operate under the direction of our Board of Directors, which is responsible for the management and control of our affairs. Our Board of Directors currently consists of nine members and will be reduced to eight members upon the conclusion of the Annual Meeting. Our Bylaws provide that the number of our directors may be established, increased, or decreased by a majority of our entire Board of Directors from time to time, provided that the number of directors constituting the Board of Directors may never be less than the minimum number required by Maryland law, nor more than twelve.

Each director elected at the Annual Meeting will hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. A director may resign at any time by delivering his or her resignation to the Board of Directors, the Chairman of the Board, or the Secretary of the Company. Any vacancies on our Board of Directors for any cause, except an increase in the number of directors, may be filled by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and a majority of the entire Board of Directors may fill a vacancy that results from an increase in the number of directors. Any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until his or her successor is elected and qualified.

At any meeting of the Board of Directors, except as otherwise required by law, a majority of the total number of directors then in office will constitute a quorum for all purposes.

Board Leadership Structure

To reduce or eliminate certain potential conflicts of interest in our operations, our Articles of Incorporation require that a majority of our directors be Independent Directors, as discussed in detail below. While our governance documents do not require the separation of the offices of Chairman of the Board and Chief Executive Officer, our Company and Board of Directors currently operates under a leadership structure with separate roles for our Chairman of the Board and our Chief Executive Officer. Pursuant to this structure, our Chairman presides over meetings of, and matters before, the Board of Directors, and our Chief Executive Officer is responsible for the general management of our business, financial affairs, and day-to-day operations.

Additionally, when our Chairman is not an independent director, the Board of Directors may appoint a Lead Independent Director to complement the leadership of the Chairman and Chief Executive Officer. Key responsibilities of our Lead Independent Director would include, among others, facilitating communications between the Independent Directors and the Chairman of the Board, Chief Executive Officer, and other members of management, and, if our Board of Directors determines that our Chairman is conflicted with respect to a particular matter, presiding over meetings and discussions regarding such matter. Our Chairman and Lead Independent Director are each nominated by the Governance Committee and each serve for an annual term beginning at the Board of Directors meeting following the annual meeting of stockholders at which such directors are elected. Our current Chairman, Ms. Hawkes, is independent and we will therefore not have a Lead Independent Director for the upcoming term.

Director Independence

Our Board of Directors has determined that each of Mmes. Hawkes and Brooks-Williams and each of Messrs. Coke, Jacobstein, Narasimhan, Rosenberger, and Watters is an “Independent Director” pursuant to our Articles of Incorporation. In determining that Ms. Denise Brooks-Williams qualified as an independent director, our Board of Directors considered that: (1) Ms. Brooks-Williams is the head of a division of a company with which Broadstone Net Lease has entered into a lease transaction in the ordinary course of its business; (2) the lease was negotiated on arms’-length terms, and Ms. Brooks-Williams had no direct or indirect involvement in the lease transaction; (3) Ms. Brooks-Williams was not a member of the Board of Directors at the time the Company entered into the lease; and (4) Ms. Brooks-Williams has no pecuniary interest in the lease.


		10		2022 Proxy Statement

Meetings of the Board of Directors

The Board of Directors met seven times during the year ended December 31, 2021. All of the members of the Board of Directors attended at least 75% of the total number of meetings held by the Board of Directors and each committee of the Board of Directors on which he or she served during his or her period of service. Directors who are unable to attend meetings due to scheduling conflicts receive all materials and are briefed on matters presented to the Board of Directors. We do not have a formal policy requiring directors to attend annual meetings of stockholders, although we do encourage their attendance. All of our directors attended our 2021 Annual Meeting of Stockholders, except Mr. Khan.

Communicating with the Board of Directors

Our Board of Directors provides a process for interested parties to send communications to them. Any interested party who desires to contact members of our Board of Directors may do so by sending written communications addressed to such directors c/o our Secretary, Broadstone Net Lease, Inc., 800 Clinton Square, Rochester, NY 14604. We will forward all such communications (other than unsolicited advertising materials) to such member or members of our Board of Directors, as deemed appropriate by our Secretary based upon the facts and circumstances outlined in the communication received.

Committees of the Board

Our Board of Directors may establish committees it deems appropriate to address specific areas in more depth than may be possible at a full meeting of our Board of Directors. Our Board of Directors has established an Audit Committee, a Compensation Committee, a Governance Committee, and a Real Estate Investment Committee. The Audit Committee, Compensation Committee and Governance Committee each operate under a written charter that was approved by the Board of Directors, each of which is available on our website at https://investors.bnl.broadstone.com. The following table provides a summary of the selected areas of Board of Directors and committee oversight.

Audit

Compensation

Nominating and
Corporate
Governance

Real Estate
Investment

Full Board of
Directors

Board Governance

●

Compensation Trends and Practices

●

Corporate Strategy

●

Diversity, Equity & Inclusion (“DE&I”) Matters

●

Enterprise Risk Management

●

Environmental, Social and Governance (“ESG”) Matters

●

Information Technology and Cybersecurity Matters

●

Legal and Regulatory Compliance

●

Privacy and Data Security

●

Tax Matters

●


		11		2022 Proxy Statement

The following table indicates current committee assignments and the number of times each committee met in fiscal 2021.

Director

Audit

Compensation

Nominating
and Corporate
Governance

Real Estate
Investment

Denise Brooks-Williams

●

Michael A. Coke

●

Christopher J. Czarnecki*

Laurie A. Hawkes

●

David M. Jacobstein

Chair

●

Agha S. Khan

●

Shekar Narasimhan

●

Chair

Geoffrey H. Rosenberger

●

James H. Watters

●

Chair

Amy L. Tait**

●

Number of meetings in Fiscal 2021

* Mr. Czarnecki is an ex officio attendee of all committee meetings.

** Ms. Tait retired from the Board of Directors, effective at the conclusion of the Company’s 2021 Annual Meeting of Stockholders on May 20, 2021.

Audit Committee

The Audit Committee meets on a regular basis, at least quarterly and more frequently as the chair of the Audit Committee deems necessary. The Audit Committee must at all times be comprised of at least three members, and each member of the Audit Committee must be an Independent Director. The purpose of the Audit Committee is to assist our Board of Directors in fulfilling its duties and responsibilities regarding, in addition to other related matters:

•

the integrity of our financial statements and other financial information provided by us to our stockholders and others;

•

the selection of our independent auditors and review of the auditors’ qualifications and independence;

•

the evaluation of the performance of our independent auditors; and

•

the review of, and oversight over the implementation of, our risk management policies.

The Audit Committee is also responsible for engaging, evaluating, compensating, 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, such as tax 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 is composed of Messrs. Jacobstein (Chair), Coke, Rosenberger, and Watters. Our Board of Directors determined affirmatively that each member of our Audit Committee qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 407(d)(5) of Regulation S-K and that all members of the Audit Committee meet the independence requirements of the SEC and the New York Stock Exchange (“NYSE”) for audit committee membership.


		12		2022 Proxy Statement

Compensation Committee

The Compensation Committee meets at least once each year. The Compensation Committee must at all times be comprised of at least three Independent Directors. The purpose of the Compensation Committee is to assist our Board of Directors in fulfilling its duties and responsibilities regarding, in addition to other related matters:

•

discharging responsibilities relating to compensation of the Company’s Chief Executive Officer, other executive officers, and directors, taking into consideration, among other factors, any stockholder vote on compensation;

•

implementing and administering the Company’s incentive compensation plans and equity-based plans;

•

overseeing and assisting the Company in preparing the Compensation Discussion & Analysis for inclusion in the Company’s proxy statement and/or annual report on Form 10-K;

•

providing for inclusion in the Company’s proxy statement a description of the processes and procedures for the consideration and determination of executive officer and director compensation; and

•

preparing and submitting for inclusion in the Company’s proxy statement and/or annual report on Form 10-K a Compensation Committee Report in accordance with applicable rules and regulations.

The Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel, or other adviser as it deems appropriate. The Compensation Committee may form and delegate authority to subcommittees consisting of one or more members when it deems appropriate. Our Compensation Committee is composed of Messrs. Jacobstein (Chair) and Watters, and Mses. Brooks-Williams and Hawkes. Our Board of Directors determined that each member of our Compensation Committee meets the definition of a “non-employee trustee” for the purpose of serving on our Compensation Committee under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as the independence requirements of the NYSE for compensation committee membership.

Nominating and Corporate Governance Committee

The Governance Committee must at all times be comprised of at least two members, and each member of the Governance Committee must be an Independent Director. The purpose of the Governance Committee is to assist our Board of Directors in fulfilling its duties and responsibilities regarding, in addition to other related matters:

•

identifying and recommending to the full Board of Directors qualified candidates for election as directors and recommend nominees for election as directors at the annual meeting of stockholders consistent with criteria approved by the Board of Directors;

•

developing and recommending to the Board of Directors a set of corporate governance guidelines applicable to the Company, and implementing and monitoring such guidelines as adopted by the Board of Directors;

•

overseeing the Board of Director’s compliance with financial, legal, and regulatory requirements and its ethics program as set forth in the Company’s Code of Ethics;

•

reviewing and making recommendations to the Board of Directors on matters involving the general operation of the Board of Directors, including the size and composition of the Board of Directors and the structure and composition of its committees;

•

recommending to the Board of Directors nominees and chairs for each committee of the Board of Directors;

•

annually facilitating the assessment of the Board of Director’s performance as a whole and of individual directors, as required by applicable law and regulations;

•

overseeing the Board of Director’s evaluation of management;

•

identifying, reviewing and advising the Board of Directors and management regarding current and emerging trends, issues, practices and initiatives with respect to environmental stewardship, social responsibility, and corporate governance; and

•

considering corporate governance issues that may arise from time to time and making recommendations to the Board of Directors with respect thereto.


		13		2022 Proxy Statement

Our Governance Committee is comprised of Messrs. Watters (Chair), Jacobstein, Narasimhan and Rosenberger, and Ms. Brooks-Williams. Our Board of Directors determined that each member of our Governance Committee meets the independence requirements of the NYSE for nominating and corporate governance committee membership.

Real Estate Investment Committee

Our Board of Directors established a Real Estate Investment Committee in 2020 after the completion of our management internalization transactions. The Real Estate Investment Committee is responsible for approving, or recommending that the full Board of Directors approve, transactions in excess of certain thresholds; providing oversight with respect to our investment strategy, criteria, and process; providing assistance and support to management and the Board of Directors in the review and approval of transactions; and reviewing with management on a periodic basis the performance and valuation of properties previously approved for acquisition.

Our Real Estate Investment Committee is comprised of Messrs. Narasimhan (Chair), Coke and Khan and Ms. Hawkes.

Oversight of Risk Management by the Board of Directors and Its Standing Committees

One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from its four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, and the Real Estate Investment Committee, each of which addresses risks specific to its respective areas of oversight. Additionally, our Audit Committee is responsible for considering and discussing our major financial 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 and oversight of the performance of our internal audit function. Finally, the Audit Committee oversees the Company’s enterprise risk management processes, including risks related to information technology and cybersecurity matters. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Governance Committee provides oversight with respect to corporate governance 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 Real Estate Investment Committee is responsible for approving, or recommending that the full Board of Directors approve, transactions in excess of certain thresholds, as well as providing oversight with respect to our investment strategy, criteria, and process.

Information Technology and Cybersecurity

As discussed above, the Audit Committee oversees the evaluation of the policies and practices developed and implemented by management with respect to the risk assessment and risk mitigation of information technology and cybersecurity matters. Senior leadership briefs the Board of Directors regarding information technology and cybersecurity matters at least annually and provides interim updates to the Audit Committee on such matters on a quarterly basis.

We use third-party experts to review and test our information technology infrastructure, including constant monitoring for suspicious activity both at the infrastructure and workstation levels, routine penetration of our networks and an annual security assessment of the effectiveness of our informational technology environment to identify potential vulnerabilities. Further, we conduct mandatory information technology and cybersecurity training for all employees upon hire and at least annually thereafter, and regularly test our employees for information security awareness and adherence to our information technology and cybersecurity policies. We also provide our employees with access to educational newsletters and articles regarding relevant information technology and cybersecurity matters on a regular basis. Additionally, our management participates in annual tabletop exercises and simulations as part of our business continuity, incident response and disaster recovery planning.

To our knowledge, we have not experienced an information security breach in the last three years.


		14		2022 Proxy Statement

Identification of Director Nominees

The Governance Committee may identify potential candidates for our Board of Directors from other members of the Board of Directors, executive officers, and other contacts. Further, the Governance Committee may engage the services of an independent third-party search firm to assist it in identifying and evaluating potential director candidates who will bring to the Board of Directors specific skill sets as established by the Governance Committee. While we do not have any minimum qualifications with respect to director nominees, the Governance Committee considers many factors in connection with each candidate, including but not limited to the candidate’s character, wisdom, judgment, ability to make independent analytical inquiries, business experiences, understanding of our business environment, acumen, and ability to devote the time and effort necessary to fulfill his or her responsibilities, all in the context of the perceived needs of our Board of Directors at that time. While individual diversity as well as diversity in experience and areas of expertise are factors that are considered by the Governance Committee in its assessment of candidates, neither the Board of Directors nor the Governance Committee has adopted any specific diversity-driven criteria or composition requirements. Our Board of Directors seeks individuals having knowledge and experience in finance and accounting, corporate governance, risk management and senior leadership. The Governance Committee also considers factors such as experience in the Company’s industry and experience as a board member of another corporation. The Board of Directors also seeks individuals who bring unique and varied perspectives and life experiences to the Board of Directors. As such, the Governance Committee assists the Board of Directors by selecting or recommending candidates who it believes will enhance the overall diversity of the Board of Directors.

The Governance Committee does not have a policy with regard to the consideration of any director candidates recommended by stockholders. The Governance Committee believes that such a policy is not necessary because the members of our Board of Directors have access to a sufficient number of excellent candidates from which to select a nominee if and when a vacancy occurs on the Board of Directors. However, the Governance Committee will consider stockholder recommendations for candidates for our Board of Directors. Nominations by stockholders must be provided in a timely manner and must include sufficient biographical information so that the Governance Committee can appropriately assess the proposed nominee’s background and qualifications. For a stockholder to have his or her candidate considered by the Governance Committee for inclusion as a director nominee at the 2023 annual meeting of stockholders, stockholder submissions of candidates for nomination to the Board of Directors must be received in writing at our offices by the Company’s Secretary, 800 Clinton Square, Rochester, New York 14604 no earlier than October 26, 2022 and no later than 5:00 p.m., Eastern Time, on November 25, 2022; provided, however, that in the event that the date of the 2023 annual meeting of stockholders is advanced or delayed by more than thirty days from the first anniversary of the date of the Annual Meeting, written notice of a stockholder proposal must be delivered not earlier than the 150th day prior to the date of the 2023 annual meeting of stockholders and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of the 2023 annual meeting of stockholders or the tenth day following the day on which public announcement of the date of the 2023 annual meeting of stockholders is first made. Potential nominees recommended by a stockholder in accordance with these procedures will be considered and evaluated in the same manner as other potential nominees.

Director Orientation and Continuing Education

We provide each director who joins our Board of Directors with an initial orientation about our Company, including our business operations, strategy, policies, and governance. We also provide all of our directors with resources and ongoing education opportunities to assist them in staying educated and informed with respect to real estate markets, developments in corporate governance, and critical issues relating to the operation of boards of public companies and their committees.

Director Stock Ownership Policy

Pursuant to our current director compensation and stock ownership policy, each of our non-employee directors is required to acquire and retain ownership of a minimum of $250,000 in shares of our Common Stock within four years of joining the Board of Directors. Shares of our Common Stock owned indirectly by a non-employee director (e.g., through a spouse) count towards meeting this stock ownership requirement. All of our non-employee directors currently meet this requirement or have not yet reached his or her fourth year of service on the Board.


		15		2022 Proxy Statement

The Board of Directors recently adopted a revised stock ownership policy (the “Revised Stock Ownership Policy”), which will be effective upon the conclusion of the Annual Meeting. Pursuant to the Revised Stock Ownership Policy, non-employee directors are required to acquire and retain ownership of shares of our Common Stock valued at five (5) times their annual cash retainer (not including any additional retainers for leadership or committee membership) within five years of joining the Board of Directors. Non-employee directors must retain at least 50% of any stock awards received from the Company until the minimum share ownership level is met. Shares of our Common Stock owned indirectly by a non-employee director (e.g., through a spouse) count towards meeting this stock ownership requirement. Upon effectiveness of the Revised Stock Ownership Policy, all of our non-employee directors will meet this requirement or will not have reached his or her fifth year of service on the Board of Directors.

Code of Ethics and Business Conduct Policy

We have adopted a Code of Ethics, which is available on our website at https://investors.bnl.broadstone.com. Among other matters, our Code of Ethics is designed to deter wrongdoing and to promote:

•

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•

full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in offering documents, stockholder reports and other public communications made by the Company;

•

compliance with applicable laws and governmental rules and regulations;

•

the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and

•

accountability for adherence to the Code of Ethics.

Any waiver of the Code of Ethics for our directors or executive officers must be approved by the Board of Directors or the Audit Committee, and any such waiver shall be promptly disclosed as required by law and NYSE regulations. Our employees have access to members of our Board of Directors to report anonymously, if desired, any suspicion of misconduct by any member of our senior management or executive team. Anonymous reporting is always available through the Company’s whistleblower hotline and reported to our Audit Committee quarterly.

Corporate Governance Guidelines

Our Board of Directors adopted Corporate Governance Guidelines, which are available on our website at https://investors.bnl.broadstone.com. These guidelines, which evidence the Company’s ongoing commitment to high standards of corporate conduct and compliance, are designed to assist the Board of Directors in understanding and effectively implementing its functions. The guidelines provide a framework for the Company’s system of corporate governance and address specific issues pertaining to the Company’s governance, including the composition of the Board of Directors, director compensation, management compensation and performance evaluations, and commitment to diversity and inclusion.

Policy Prohibiting Hedging and Pledging of Company Stock

Under the Company’s Insider Trading Policy, no employee of the Company, nor member of the Board of Directors may engage in any hedging transaction that would result in a lack of exposure to the full risks of ownership. Prohibited hedging transactions include, but are not limited to, collars, forward sale contracts, trading in publicly-traded options, puts, calls, or other derivative instruments related to Company stock or debt. In addition, except for the Board of Director’s ability to waive the restrictions in limited circumstances, no employee of the Company, nor member of the Board of Directors may hold Company securities in a margin account, pledge Company securities as collateral for a loan or “short” sell Company securities.


		16		2022 Proxy Statement

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Background

Our Articles of Incorporation and Bylaws provide that the number of our directors may be established, increased, or decreased by a majority of our entire Board of Directors from time to time, provided that the number of directors constituting our Board of Directors may never be less than the minimum number required by law in Maryland, our state of incorporation, or more than twelve. Our Board of Directors is currently comprised of nine directors, seven of whom are independent directors, as defined by our Articles of Incorporation (“Independent Directors”). Agha S. Khan has notified the Board of Directors that he has decided not to stand for re-election at the Annual Meeting. Accordingly, the size of the Board of Directors will be reduced to eight members following the Annual Meeting.

Directors Skills, Qualifications and Attributes

The matrix below illustrated the diverse set of skills, knowledge, experiences, backgrounds, and personal attributes represented on our Board of Directors.

Brooks-
Williams

Coke

Czarnecki

Hawkes

Jacobstein

Narasimhan

Rosenberger

Watters

Knowledge, Skills and Experience

Executive Leadership

●

Financial and Accounting Expertise

●

Human Capital Development

●

IT and Cybersecurity

●

Legal, Compliance and Regulatory

●

Other Public Company Boards

●

Public and Private Capital Markets Expertise

●

Real Estate

●

Strategic Development and Planning

●

Demographics

Race/Ethnicity

American Indian or Alaska Native

Asian

●

Black or African American

●

Caucasian

●

Hispanic or Latino

Native Hawaiian or Other Pacific Islander

Two or More Races

Gender

Female

●

Male

●

None of the Above

Age

Years Old

Board Tenure

Years


		17		2022 Proxy Statement

The Board of Directors and Governance Committee believe that the attributes above, along with the leadership skills, experience and other qualifications below provide the Company with the varying perspectives, skills and judgment necessary to guide the Company’s strategies and oversee their execution.

Required Vote

You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the election of each director nominee. Pursuant to the Bylaws, in an uncontested election, a majority of votes cast at the Annual Meeting is required to elect each Director. “Majority of votes cast” means that the number of shares voted “FOR” a Director’s election exceeds 50% of the total number of votes cast with respect to that Director’s election, with votes “cast” including all votes “FOR”, “AGAINST” and “ABSTAIN.” There is no cumulative voting in the election of Directors. For purposes of the election of Directors, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. The officer holding the proxies solicited in connection with this Annual Meeting will vote the shares as designated on the proxy, or if no such designation is made, in favor of the election of the nominees.

Pursuant to our Bylaws, if an incumbent nominee to the Board of Directors does not receive the affirmative vote of a majority of the votes cast at the Annual Meeting and therefore is not re-elected, such incumbent Director will promptly tender his or her resignation to the Board of Directors for consideration. The Governance Committee will recommend to the Board of Directors whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation within ninety (90) days following certification of the stockholder vote and will promptly disclose its decision and rationale as to whether to accept the resignation (or the reasons for rejecting the resignation, if applicable) in a press release, filing with the SEC or by other public announcement, including a posting on the Company’s web site. If any Director’s tendered resignation is not accepted by the Board of Directors, such Director will continue to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified or his or her earlier death, retirement, resignation, or removal. If any Director’s tendered resignation is accepted by the Board of Directors, the Board of Directors may fill the resulting vacancy or decrease the size of the Board of Directors pursuant to the Bylaws.

Board Recommendation

At the Annual Meeting, eight directors are to be elected for the ensuing year and until their successors are elected and qualify. The Board of Directors has nominated eight individuals for re-election at the Annual Meeting, each to serve for a one-year term that expires at our annual meeting of stockholders in 2023 and until their successors have been elected and qualified. All eight nominees for director, listed below, currently serve as a director of the Company and all of the nominees have consented to be named in this proxy statement and to serve as a director if elected. If any nominee becomes unavailable for any reason, the shares represented by proxies may be voted for a substitute nominee designated by our Board of Directors.

The following biographical information highlights each nominee’s specific experience, attributes and skills that has led our Board of Directors to conclude that he or she should continue to serve as a director. We have also provided the position and office that each nominee currently holds with the Company. We are not aware of any family relationship among any of the nominees to become members of our Board of Directors or executive officers. All director nominee biographical information is as of March 25, 2022.

At the Annual Meeting, we will vote each valid proxy returned to us for the following eight nominees, unless the proxy specifies otherwise: Laurie A. Hawkes, Christopher J. Czarnecki, Denise Brooks-Williams, Michael A. Coke, David M. Jacobstein, Geoffrey H. Rosenberger, Shekar Narasimhan, and James H. Watters. Proxies may not be voted for more than eight nominees for director. While our Board of Directors does not anticipate that any of the nominees will be unable to stand for election as a director at the Annual Meeting, if that is the case, proxies will be voted in favor of such other person or persons as our Board of Directors may designate.

Our Board of Directors unanimously recommends a vote “FOR” each of the nominees listed above

for election to our Board of Directors.


		18		2022 Proxy Statement

Director Nominee Biographies


Laurie A. Hawkes	Career Highlights • Various roles at American Residential Properties, Inc. (NYSE: ARPI) from 2008 through 2016, including co-founder, director, and President & Chief Operating Officer. • Various roles at U.S. Realty Advisors, LLC, a single-tenant real estate investment and asset management firm, including partner from 1997 through 2007 and President from 2003 through 2007. • Former Managing Director in Real Estate Investment Banking of CS First Boston Corp. from 1993 through 1995. • Former Director of Real Estate Investment Banking of Salomon Brothers Inc. from 1979 through 1993. • Service on numerous other private and non-profit boards. • Ms. Hawkes holds a B.A. from Bowdoin College and an M.B.A. from Cornell University. Committee Membership(s) • Compensation • Real Estate Investment
Chairman of the Board Independent Director Director since 2016 Chairman since 2021 Age 66	Qualifications We believe that Ms. Hawkes’s investment and business experience, including her service as the President, Chief Operating Officer, and board member of a publicly traded REIT, as well as her extensive net leased investment experience, are invaluable to the Company.
	Other Current Public Directorships • None	Other Public Directorships (Past Five Years) • None



Christopher J. Czarnecki	Career Highlights • Chief Executive Officer of Broadstone Net Lease, Inc. since February 2017. • Former Chief Financial Officer of Broadstone Net Lease, Inc. • Former Vice President of Capital Markets of Broadstone Net Lease, Inc., • Former commercial real estate lender and credit analyst for Branch Banking & Trust Co. from 2005 through 2007. • Member of the board of trustees of The Strong National Museum of Play. • Mr. Czarnecki holds a B.A. in Economics from the University of Rochester, a Diploma in Management Studies from the Judge Business School at the University of Cambridge, and an M.B.A. in Finance and Corporate Accounting from the Simon Graduate School of Business at the University of Rochester. Committee Membership(s) • None
Chief Executive Officer, President and Director Director since 2017 Age 41	Qualifications We believe that Mr. Czarnecki’s familiarity with our operations and his extensive experience with net lease financing and investing in real estate qualify him to serve on our Board of Directors and provides the Board of Directors with invaluable insight into our operations.
	Other Current Public Directorships • None	Other Public Directorships (Past Five Years) • Broadstone Real Estate Access Fund


		19		2022 Proxy Statement


Denise Brooks- Williams	Career Highlights • Senior Vice President and Chief Executive Officer, North Market, for Henry Ford Health System, Inc., a leading not-for-profit health care and medical services provider. • Former President and Chief Executive Officer of Henry Ford Wyandotte Hospital in Wyandotte, Michigan, from 2013 through 2018. • Former Vice President, Operations of St. Joseph Mercy Oakland from 2007 through 2009. • Former Vice President, Ambulatory Services & Strategic Business Development of St. Joseph Mercy Oakland from 2004 through 2007. • Service as a board member for various institutional and non-profit organizations. • Appointed to the Michigan Certificate of Need Commission in 2013. • Ms. Brooks-Williams holds both a B.A. and Master’s degree in Health Services Administration, from the University of Michigan. Committee Membership(s) • Compensation • Nominating and Corporate Governance
Independent Director Director since 2021 Age 54	Qualifications We believe that with Ms. Brooks-Williams’ business experience, leadership skills, community involvement, and vast knowledge of the health care industry, she will bring a unique and distinct perspective that will be vital to the continued growth of the Board of Directors and the Company

	Other Current Public Directorships • None	Other Public Directorships (Past Five Years) • None



Michael A. Coke	Career Highlights • President and Co-Founder of Terreno Realty Corp. (NYSE: TRNO), a publicly traded REIT focusing on industrial real estate properties in six major U.S. coastal markets. • Former Chief Financial Officer of Terreno Realty Corp from 2010 through 2013. • Co-founder and managing partner of Terreno Capital Partners LLC from 2007 through 2010. • Former President and CEO of IAT Aviation Facilities from 2005 through 2007. • Various roles at AMB Property Corporation (now known as Prologis) (NYSE: PLD) from 1997 through 2007, including Chief Financial Officer and Executive Vice Present (1999 – 2007). • Former real estate auditor for Arthur Anderson, LLP from 1990 through 1997 • Mr. Coke holds a B.A. in Business Administration and Accounting from California State University, Hayward. Committee Membership(s) • Audit • Real Estate Investment
Independent Director Director since 2021 Age 54	Qualifications We believe that Mr. Coke’s extensive financial and business experience, including his role as the president of a publicly traded REIT, his current and prior service as a board member of publicly traded companies, and expertise in the industrial sector of the REIT space, will provide great value to the Board of Directors and the Company.

	Other Current Public Directorships • Terreno Realty Corp.	Other Public Directorships (Past Five Years) • Digital Realty Trust • DuPont Fabros Technology, Inc.


		20		2022 Proxy Statement


David M. Jacobstein	Career Highlights • Provider of real estate consulting services since 2009. • Former senior advisor to the real estate industry group at Deloitte & Touche LLP from 2007 through 2009. • Former President and Chief Operating Officer of Developers Diversified Realty Corp., now known as SITE Centers ((NYSE: SITC) (“DDR”)) from 1997 through 2007. • Former member of the Board of Directors of Developers Diversified Realty Corp. from 2000 through 2004. • Former Vice Chairman and Chief Operating Officer of Wilmorite, Inc. from 1986 through 1999. • Mr. Jacobstein holds a B.A. from Colgate University and a J.D. from The George Washington University Law School. Committee Membership(s) • Audit (Chair) • Compensation (Chair) • Nominating and Corporate Governance

Independent Director Director since 2013 Age 75	Qualifications We believe that Mr. Jacobstein’s extensive financial and business experience, including his service as the chief operating officer of DDR and a board member of DDR and Corporate Office Properties Trust (NYSC: OFC), two large publicly traded REITs, as well as his legal background, provide the Board of Directors with a unique perspective that is beneficial to the Board of Directors and the Company. In addition, his experience in financial matters and risk management and as the former chair of another publicly traded REIT audit committee, allows him to provide guidance to the Board in overseeing financial and accounting aspects of our operations.

	Other Current Public Directorships • Corporate Office Properties Trust	Other Public Directorships (Past Five Years) • None

Shekar Narasimhan	Career Highlights • Co-founder and Managing Partner of Beekman Advisors, Inc. since 2003. • Managing Director of Prudential Mortgage Capital Company from 2000 through 2003. • Various roles at WMF Group Ltd. (formerly NASDAQ: “WMFG”) from 1979 through 2000, including Chairman and Chief Executive Officer. • Serves as a director of several private companies and has extensive board service for companies in the real estate and lending industries. • Mr. Narasimhan holds a B.S. in Chemical Engineering from the Indian Institute of Technology, New Delhi, India, and an M.B.A. from the Katz Graduate School of Business at the University of Pittsburgh. Committee Membership(s) • Nominating and Corporate Governance • Real Estate Investment (Chair)

Independent Director Director since 2007 Age 68	Qualifications We believe that Mr. Narasimhan’s extensive investment and business experience, including his service as the chief executive officer and a board member of a publicly-traded commercial mortgage financial services company, his profile in the industry, and his oversight experience are invaluable to the Board of Directors and the Company.

	Other Current Public Directorships • None	Other Public Directorships (Past Five Years) • None


		21		2022 Proxy Statement


	Career Highlights • Co-founder and served various roles at Clover Capital Management, Inc. (now known as Federated Clover) from 1984 through 2004. • Former security analyst at Manning & Napier Advisors, Inc. (NYSE: MN) from 1976 through 1984. • Service on the boards of numerous private and non-profit companies. • Mr. Rosenberger holds a B.S. in Economics and an M.B.A. from the University of Kentucky.
	Committee Membership(s)

Geoffrey H. Rosenberger	• Audit • Nominating and Corporate Governance

Independent Director Director since 2007 Age 68	Qualifications We believe that Mr. Rosenberger’s extensive financial and business experience, his public company board experience, and his knowledge of the Company are of great benefit to the Board of Directors and the Company. In addition, his knowledge and experience from previously serving as chair of our Audit Committee and as a member of the audit committee of another public company allows him to provide guidance to the Board of Directors in overseeing financial and accounting aspects of our operations.
	Other Current Public Directorships • None	Other Public Directorships (Past Five Years) • Manning & Napier Advisors, Inc.

Dr. James H. Watters	Career Highlights • Senior Vice President and Treasurer, Finance, and Administration of Rochester Institute of Technology (‘‘RIT’’) since 1997. • Vice chairman of RIT’s global subsidiary, where he negotiates business models and real estate transactions for RIT’s global campuses. • Various roles at the University of Pittsburgh from 1981 through 1997, including Assistant Vice Chancellor for Finance and Business and Assistant Vice Chancellor for Real Estate and Management. • Service on various profit and not-for-profit boards throughout Rochester, New York, including Canandaigua National Bank Corporation. • Dr. Watters holds a B.S., M.S., and Ph.D. from the University of Pittsburgh.
	Committee Membership(s)
	• Audit • Compensation • Nominating and Corporate Governance (Chair)

Independent Director Director since 2007 Age 68	Qualifications We believe that Mr. Watters’ extensive financial and business experience, leadership skills, and experience in strategic planning are of great benefit to the Board of Directors and the Company. In addition, his knowledge and background in accounting allows him to provide guidance to the Board of Directors in overseeing financial and accounting aspects of our operations.
	Other Current Public Directorships • None	Other Public Directorships (Past Five Years) • None


		22		2022 Proxy Statement

PROPOSAL NO. 2: APPROVAL OF AMENDED AND RESTATED CHARTER

Background

The Board of Directors is proposing to amend and restate the Company’s Articles of Incorporation by adopting the attached Articles of Amendment and Restatement (the “Amended Charter”). The Board of Directors believes that the adoption of the Amended Charter is in the best interests of the Company and its stockholders, as discussed below.

Governance-Related Revisions

The Board of Directors and Governance Committee have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. In connection with the Company’s initial public offering (“IPO”) in September 2020, the Board of Directors and Governance Committee took notable steps to ensure this alignment. As the Company continues its post-IPO evolution, the Board of Directors and Governance Committee continue to work to maintain such alignment. As previously announced in a Current Report on Form 8-K filed with the SEC on May 11, 2021, the Board of Directors identified certain stockholder-friendly amendments to the Articles of Incorporation that it believes are in the best interest of the Company and its stockholders.

In this regard, the Board of Directors is proposing the following revisions in the Amended Charter:

•

Adding Section 5.1(d), which provides that stockholders may fill a vacancy on the Board of Directors resulting from the removal of a director;

•

Adding Section 8.1, which lowers the threshold for stockholder approval of amendments to the Articles of Incorporation from a statutory default of two-thirds of the votes entitled to be cast on the matter to a simple majority of the votes entitled to be cast; and

•

Adding Section 8.2, which lowers the threshold for stockholder approval of extraordinary actions from a statutory default of two-thirds of the votes entitled to be cast on the matter to a simple majority of the votes entitled to be cast.

Internalization-Related Revisions

Further, on February 7, 2020, the Company and its Operating Company entered into a series of transactions that internalized (the “Internalization”) the external management functions previously performed for the Company by a third-party manager (“BRE”) and asset manager (the “Asset Manager”). The Company’s Articles of Incorporation, as originally filed, contained certain provisions that reflected this external management structure, including provisions to address potential conflict inherent in such structure that no longer exist because the Company is internally managed.

In addition to the revisions proposed above, the Board of Directors is proposing the follow revisions in the Amended Charter:

•

Deletion of the definition of “Determined Share Value,” which is no longer relevant because the Company is publicly traded, as well as certain conforming changes in connection to the deletion of this term;

•

Removal of Section 5.6, which requires approval of the Board of Directors for all borrowings; and

•

Additional conforming and cosmetic changes throughout the Articles of Incorporation.

Additional Revisions

Finally, the Amended Charter contains certain revisions that were included in certain Articles Supplementary and Articles of Amendment to the Articles of Incorporation that were previously adopted by the Board of Directors in connection with the IPO, including an increase in the number of shares authorized for issuance, the creation of the Company’s (now defunct) Class A Common Stock and the effectuation of a four-for-one stock split. As mentioned, these provisions were previously adopted by the Board of Directors and are included in the Amended Articles solely as conforming changes.


		23		2022 Proxy Statement

Required Vote

You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the approval of the Amended Charter. Pursuant to §2-604(f) of the MGCL, the affirmative vote of two-thirds of our issued and outstanding common stock entitled to be cast on this proposal is required to approve the Amended Charter. For purposes of the vote to approve the Articles of Amendment and Restatement, any shares not voted (whether by abstention, broker non-vote, or otherwise) will be counted as votes “AGAINST” this proposal. Given the higher threshold required to approve this proposal, as well as the affect of broker non-votes on this proposal, it is important that you provide voting instructions to your broker on this proposal if you are in favor of the adoption of the Amended Charter.

If our stockholders approve the proposed Amended Charter, we intend to promptly file it, and it will become effective upon the filing thereof, with the State of Maryland Department of Assessments and Taxation. If the proposal is not approved by our stockholders, the Amended Charter will not be filed with the Department of Assessments and Taxation, and the proposed revisions above will not be adopted.

Board Recommendation

A draft of the proposed Amended Charter, showing the stricken text (indicated textually as stricken text) and added text (indicated textually as bold and double-underlined text), is attached to this Proxy Statement as Annex A.

Our Board of Directors unanimously recommends a vote “FOR” the approval of the Amended Charter.


		24		2022 Proxy Statement

PROPOSAL NO. 3: SAY ON FREQUENCY

Background

As required by Section 14A of the Exchange Act, we are seeking our stockholder’s views on how frequently we should hold future advisory “say-on-pay” votes with regard to the compensation of our NEOs. Section 14A of the Exchange Act provides that stockholders must be given the opportunity to vote, on a non-binding and advisory basis, to express their preference as to whether a “say-on-pay” advisory vote should occur every year, every two years or every three years. This Proposal No. 3 asks stockholders to submit their “say-on-pay” frequency preference (having a choice of: every year, every two years or every three years), or stockholders may abstain from voting on the proposal.

Required Vote

You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the non-binding approval of the frequency of future “say-on-pay” votes. The affirmative vote of a majority of all votes cast at the Annual Meeting or by proxy is required to approve this non-binding advisory proposal. For purposes of this non-binding advisory vote, any shares not voted (whether by abstention, broker non-vote, or otherwise) will not be counted as a vote cast and will have no impact on the result of the vote, although abstentions will count toward the presence of a quorum.

The vote of the stockholders with respect to this proposal is an advisory vote, and the results will not be binding on the Board of Directors or the Company. However, the Board of Directors and the Compensation Committee, which is comprised entirely of independent directors, will consider the outcome of the votes when making future decisions regarding executive compensation.

Board Recommendation

After careful consideration, it is the opinion of the Board of Directors that an advisory “say-on-pay” vote every year is the most appropriate option for us. We believe that an annual voting frequency will provide our stockholders with sufficient time to evaluate the effectiveness of our overall compensation philosophy, policies, and practices in connection with our long-term business results for the corresponding period, while avoiding over-emphasis on short-term variations in compensation and business results. In addition, given our stage of development and structure, we believe that a vote occurring once every year will permit the Company to have the appropriate time to consider feedback received from our stockholders, review whether any changes to our executive compensation policies and programs should be implemented, and evaluate the results of those changes, if any, before a new advisory vote is held.

Accordingly, the Board of Directors has determined that an advisory “say-on-pay” vote shall be held every year, subject to approval by stockholders of such frequency. As an advisory vote, the result of the vote is not binding. However, the Board of Directors values the opinions of our stockholders in their vote on this matter, and therefore, if the frequency approved by our stockholders is not every year, the Board of Directors will again consider the appropriate frequency of the advisory “say-on-pay” vote, taking into account the outcome of the advisory stockholder vote.

Our Board of Directors Unanimously Recommends a Vote of “ONE YEAR” for the frequency with which stockholders of the Company shall be entitled to have an advisory vote on executive compensation.


		25		2022 Proxy Statement

PROPOSAL NO. 4: SAY ON PAY

Background

Section 14A of the Exchange Act requires the Company to request stockholder approval, on an advisory basis, of the compensation paid to our NEOs as disclosed pursuant to the SEC’s compensation disclosure rules. This proposal is commonly known as a “say-on-pay” proposal.

As part of the Compensation Committee’s efforts to ensure that the interests of our NEOs are aligned with those of our stockholders, the Compensation Committee considers the results of the Company’s stockholder advisory votes on executive compensation. The Committee considers these results to reflect substantial stockholder support of the Company’s executive compensation program, and has continued to consider stockholder feedback when reviewing, designing, and implementing our executive compensation program.

The Compensation Discussion and Analysis beginning on page 32 of this proxy statement sets forth detailed information about our executive compensation program.

Our executive compensation program is designed to (i) attract, engage, and retain a high-quality workforce that helps achieve immediate and longer-term success and (ii) motivate and inspire associate behavior that fosters a high performing culture and is focused on delivering business objectives. We believe that our executive compensation program accomplishes these objectives while remaining strongly aligned with the long-term interests of our stockholders.

Required Vote

You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the non-binding approval of our fiscal 2021 executive compensation. The affirmative vote of a majority of all votes cast at the Annual Meeting or by proxy is required to approve this non-binding advisory proposal. For purposes of this non-binding advisory vote, any shares not voted (whether by abstention, broker non-vote, or otherwise) will not be counted as a vote cast and will have no impact on the result of the vote, although abstentions will count toward the presence of a quorum.

Board Recommendation

As an advisory vote, this proposal is not binding upon the Company. However, our Compensation Committee will continue to use stockholder feedback, both as expressed by your say-on-pay vote and as provided directly to us, as an important consideration in making future NEO compensation decisions.

Our Board of Directors unanimously recommends a vote “FOR” adoption of the following resolution:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers for fiscal 2021, as disclosed within this proxy statement pursuant to the compensation disclosure rules of the Exchange Act (Item 402 of Regulation S-K), which disclosure includes the Compensation Discussion and Analysis, summary executive compensation tables, and related narrative information contained in this proxy statement.


		26		2022 Proxy Statement

COMPENSATION OF DIRECTORS

Director Compensation Program for 2021

During 2021, our non-employee Directors or their nominees received an annual retainer of $135,000 for their service as our directors, payable in arrears in equal quarterly installments. In addition, we paid the following additional annual retainers: (a) $50,000 to the Chairman; (b) $17,500 to the chairperson of the Audit Committee; (c) $12,500 to each of the chairpersons of the Compensation Committee, Governance Committee, and Real Estate Investment Committee; (d) $8,750 to each non-chairperson member of the Audit Committee; and (e) $6,250 to each non-chairperson member of each of the Compensation Committee, Governance Committee, and Real Estate Investment Committee.

The retainers payable to the non-employee Directors as described above were paid in the form of shares of our Common Stock with a value equal to the amount of the applicable retainer payment, provided that, in accordance with the terms of the director compensation and stock ownership policy in effect for 2021, four of our non-employee Directors elected to receive 30% of such compensation in the form of cash. In order for a non-employee Director to elect to receive such compensation in the form of a mixture of shares of our Common Stock and cash, the non-employee Director must maintain the minimum stock retention limit established by the Board of Directors from time to time, which is presently a minimum of $250,000 in shares of our Common Stock. The Company does not issue fractional shares of its Common Stock. Accordingly, the Company has opted to pay its Directors the cash value of any fractional share that would otherwise be issued as such directors’ fees. As a result, even Directors who have not elected to receive cash compensation received de minimis cash amounts during 2021.

The table below sets forth certain information regarding the compensation earned by or paid to our directors during the fiscal year ended December 31, 2021.

Director Compensation in Fiscal 2021


Name		Fees Earned or Paid-In Cash ⁽¹⁾		Stock Awards⁽²⁾		Total
Christopher J. Czarnecki	$	—	$	—	$	—
Denise Brooks-Williams ⁽³⁾		40.83		107,459.17		107,500.00
Michael A. Coke ⁽³⁾		50.08		108,699.92		108,750.00
Laurie A. Hawkes ⁽³⁾		19.03		189,980.97		190,000.00
David M. Jacobstein ⁽³⁾		51,424.69		119,825.31		171,250.00
Agha S. Khan ⁽³⁾		48.35		141,201.65		141,250.00
Shekar Narasimhan ⁽³⁾		46,151.99		107,598.01		153,750.00
Geoffrey H. Rosenberger ⁽³⁾		57.78		149,942.22		150,000.00
Amy L. Tait ⁽³⁾⁽⁴⁾		28,719.71		66,905.29		95,625.00
James H. Watters ⁽³⁾		48,809.20		113,690.80		162,500.00

Totals	$	175,321.66	$	1,105,303.34	$	1,280,625.00

⁽¹⁾

Includes de minimis amounts paid to each non-employee director in cash in lieu of issuing fractional shares.

⁽²⁾

The amounts shown in this column reflect the aggregate fair value of shares of our Common Stock computed as of the grant date in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 2 – Equity-Based Compensation to the audited consolidated financial statements of the Company included in the Annual Report on Form 10-K for the year ended December 31, 2021.

⁽³⁾

2021 Non-employee Directors.

⁽⁴⁾

Ms. Tait retired from the Board of Directors, effective at the conclusion of the Company’s 2021 Annual Meeting of Stockholders on May 20, 2021.

Director Compensation Program for 2022

The non-employee director compensation program for the first quarter of 2022 remains unchanged from the 2021 compensation program. The Board of Directors recently adopted a revised Non-Employee Director Compensation Policy, which will become effective upon the conclusion of the Annual Meeting (the “Revised Compensation Policy”).


		27		2022 Proxy Statement

In accordance with the Revised Compensation Policy, starting in the second quarter of 2022, our directors, except for directors who are employed by us, will receive an annual cash retainer of $60,000, payable in arrears in equal quarterly installments as compensation for services as a director. Additional annual cash retainers are paid to directors as follows, payable in arrears in quarterly installments:

•

$70,000 to the Chairman of the Board;

•

$20,000 to the chairperson of the Audit Committee;

•

$15,000 to the chairperson of each the Compensation Committee, the Governance Committee, and the Real Estate Investment Committee;

•

$10,000 to non-chairperson committee members of the Audit Committee; and

•

$7,500 to non-chairperson committee members of each of the Compensation Committee, the Governance Committee, and the Real Estate Investment Committee.

In addition to the cash retainers discussed above, each non-employee director will receive an annual equity grant in the form of restricted stock with a fair market value on the date of grant equal to $100,000 (each an “Annual Equity Award”). Non-employee directors will receive an Annual Equity Award on the close of business on the date of each of the Company’s annual meetings of stockholders. Shares of restricted stock issued pursuant to each Annual Equity Award will vest on the earlier of (i) the one-year anniversary of the date of grant; and (ii) the date of the next annual meeting of stockholders, provided that the next annual meeting of stockholders is at least 50 weeks after the applicable date of grant. We also reimburse our directors for reasonable travel and other expenses incurred in connection with attending meetings of our Board of Directors and committees thereof and otherwise performing their duties as directors.


		28		2022 Proxy Statement

EXECUTIVE OFFICERS OF THE COMPANY

The following table and biographical descriptions provide information about our executive officers.



Name	Age	Position

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SEC Form DEF 14A filed by Broadstone Net Lease Inc.