BROADSTONE NET LEASE INC (BNL)
Sector: Real Estate
2026 Annual Meeting Analysis
BROADSTONE NET LEASE INC · Meeting: April 30, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
BNL's 3-year stock return of +36.3% outpaces the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +25.8 percentage points, well below the 65-point threshold needed to trigger a vote against; Ms. Hawkes has extensive REIT and net lease expertise and holds no other public board seats.
BNL's 3-year outperformance versus ^FNER (+25.8pp) does not meet the 65pp threshold required to trigger a vote against an executive director; Mr. Moragne has deep operational experience with BNL since its inception and no overboarding concerns.
The TSR underperformance trigger does not fire (BNL +36.3% absolute 3-year return, only +25.8pp gap vs. ^FNER, far below the 65pp threshold); Mr. Coke brings strong REIT financial and audit expertise and serves on only one other public board.
No TSR trigger concerns; Ms. Duran is a CPA with deep REIT tax experience and has served since 2023, well within the threshold, and holds no other public board seats.
No TSR trigger concerns; Ms. Felice is a CPA serving as CFO of a public company, providing strong financial expertise to the audit committee, and holds no other public board seats.
Mr. Imperiale joined in February 2025 and has been on the board fewer than 24 months, making him exempt from the TSR underperformance trigger under policy; he brings relevant REIT investment experience.
The TSR underperformance trigger does not fire given BNL's strong absolute return and the gap versus ^FNER (+25.8pp) being well below the 65pp threshold; Mr. Jacobstein contributes extensive REIT operational and legal expertise.
Mr. Saffire joined in February 2025 and has been on the board fewer than 24 months, making him exempt from the TSR underperformance trigger; he brings relevant REIT CEO and operational experience and serves on only one other public board.
The TSR underperformance trigger does not fire (BNL's 3-year return of +36.3% outpaces ^FNER by only +25.8pp, well under the 65pp threshold for strong-positive TSR); while Dr. Watters has received a one-year term-limit waiver, his long tenure provides institutional knowledge and the waiver was approved through a proper governance process.
All nine director nominees pass the policy screens. BNL's 3-year stock return of +36.3% outperforms the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +25.8 percentage points, which is well below the 65-point threshold needed to trigger votes against directors under the strong-positive TSR tier. No director is overboarded, all committees are fully independent, the board discloses a detailed skills matrix, and audit committee members have verified financial expertise. Two new directors (Imperiale and Saffire, joined February 2025) are within the 24-month new-director exemption window.
Say on Pay
✓ FORCEO
John D. Moragne
Total Comp
$6,065,001
Prior Support
90.8%%
CEO total compensation of approximately $6.1 million is reasonable for a net lease REIT CEO at BNL's $3.7 billion market cap, and prior-year shareholder support was a very strong 90.8%, well above the 70% threshold that would require visible changes. The pay program is well-structured: approximately 87% of the CEO's target pay is variable, with 60% of long-term equity awards tied to a rigorous 3-year relative total shareholder return performance measure versus peers and the MSCI US REIT Index, and the recently completed 2023 performance award cycle paid out at 188.5% of target reflecting genuine outperformance at the 85th percentile versus peers. The company also maintains a compliant clawback policy, meaningful stock ownership requirements, and prohibits hedging and pledging, all of which represent sound pay governance.
Auditor Ratification
✓ FORAuditor
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 a $3.7 billion market-cap REIT; auditor tenure is not explicitly disclosed in the available proxy text so the tenure trigger cannot fire under policy, and no fee data was extractable from the provided auditor fee table section. No material restatements are disclosed, and there are no other basis to vote against ratification.
Overall Assessment
BNL's 2026 annual meeting presents a clean ballot with no contested votes — all nine director nominees pass the TSR, overboarding, independence, and qualifications screens, the CEO compensation program is well-structured with strong performance linkage and 90.8% prior-year support, and Deloitte & Touche LLP is an appropriate Big 4 auditor for the company. There are no stockholder proposals on the ballot and no other non-standard management proposals requiring evaluation.