Sector: Real Estate
BROADSTONE NET LEASE INC · Meeting: April 30, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Ms. Hawkes is independent, holds no other public board seats, has strong REIT and net lease expertise, and BNL's 3-year total return of +36.3% outpaces the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +19.9 percentage points, well below the 65-point threshold needed to trigger an against vote.
Mr. Moragne is the CEO and executive director; his tenure began in 2023 and BNL's stock performance versus the ^FNER — FTSE NAREIT All Equity REITs Index does not trigger an against vote (gap of +19.9pp, threshold is 65pp for strong positive TSR), and no overboarding, attendance, or independence concerns are present.
Mr. Coke is independent, chairs the Audit Committee with demonstrated financial expertise as a CPA and current REIT president, holds one other public board seat (Terreno Realty), and BNL's strong relative stock performance versus ^FNER does not trigger a concern.
Ms. Duran is independent, is a CPA with deep REIT tax experience, chairs the Compensation Committee, holds no other public board seats, and the TSR performance test versus the ^FNER — FTSE NAREIT All Equity REITs Index does not trigger an against vote.
Ms. Felice is independent, is a CPA serving as CFO of a public company, chairs the Governance Committee, holds no other public board seats, and BNL's TSR outperformance versus ^FNER raises no concern.
Mr. Imperiale joined the board in February 2025 and has been a director for less than 24 months, making him exempt from the TSR performance trigger; he brings REIT investment expertise and holds no other current public board seats.
Mr. Jacobstein is independent with extensive REIT operating and board experience, holds no other current public board seats, and BNL's 3-year total return of +36.3% versus the ^FNER — FTSE NAREIT All Equity REITs Index (+16.4%) shows a gap of +19.9pp, far below the 65pp threshold needed to trigger an against vote for a director with strong positive absolute returns.
Mr. Saffire joined the board in February 2025 and has been a director for less than 24 months, making him exempt from the TSR performance trigger; he holds one other public board seat (Extra Space Storage) and brings relevant REIT CEO experience.
Dr. Watters is independent with 18 years of board tenure (receiving a one-year term-limit waiver approved by the board), holds no other public board seats, attended at least 75% of meetings, and BNL's +36.3% 3-year total return outpaces the ^FNER — FTSE NAREIT All Equity REITs Index by +19.9pp, well below the 65pp threshold needed to trigger an against vote.
All nine director nominees pass the policy screens: BNL's 3-year total return of +36.3% outperforms the ^FNER — FTSE NAREIT All Equity REITs Index by +19.9 percentage points, which is well below the 65-point threshold (applicable when absolute 3-year TSR exceeds +20%) required to trigger an against vote; no director is overboarded; all attended at least 75% of meetings; the board discloses a skills matrix; audit committee members have financial expertise; and no independence or familial relationship concerns are identified. Imperiale and Saffire are exempt from the TSR trigger as they joined within the past 24 months.
CEO
John D. Moragne
Total Comp
$6,065,001
Prior Support
90.8%%
The CEO's total compensation of $6,065,001 is within a reasonable range for a net lease REIT CEO at BNL's $3.7 billion market cap, and the company's prior say-on-pay vote received 90.8% support — well above the 70% threshold that would require a corrective response. Pay structure is strongly performance-oriented: approximately 87% of the CEO's target pay is variable, with 60% of long-term equity awards tied to relative total shareholder return over a three-year period versus a net lease peer group and the MSCI US REIT Index, and the 2022 performance awards paid out at only 43% of target — demonstrating that the incentive plan does not pay out regardless of outcomes. BNL's 3-year total return of +36.3% significantly outpaces the ^FNER — FTSE NAREIT All Equity REITs Index (+16.4%), confirming that above-benchmark incentive pay is supported by genuine outperformance, and the company maintains an SEC- and NYSE-compliant clawback policy.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for BNL's $3.7 billion market cap; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy; fee data sufficient to compute a non-audit ratio is not extractable from the provided auditor fee table excerpt (which contains director compensation data rather than auditor fee line items), so no fee-ratio trigger fires; no material restatements are disclosed; the default vote is FOR.
The 2026 BNL annual meeting presents three standard proposals — director elections, say on pay, and auditor ratification — all of which pass policy screens and receive a FOR vote determination. BNL's strong stock performance relative to the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index), a highly performance-weighted executive compensation program with genuine at-risk pay, and solid governance practices support affirmative votes across the entire ballot.
14 companies disclosed in 2026 proxy filing
