David M. Jacobstein
About David M. Jacobstein
Independent director of Broadstone Net Lease, Inc. since 2013; age 78; currently serves as Chair of the Compensation Committee and member of the Nominating and Corporate Governance Committee (rotated off the Audit Committee after the 2024 annual meeting). Former President and COO of Developers Diversified Realty (SITE Centers), senior advisor at Deloitte’s real estate group, and Vice Chair/COO at Wilmorite; B.A. from Colgate University and J.D. from The George Washington University Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Real estate consulting (self) | Provider of real estate consulting services | Since 2009 | Industry advisor |
| Deloitte & Touche LLP | Senior advisor, real estate industry group | 2007–2009 | Advisory support |
| Developers Diversified Realty Corp. (SITE Centers) | President & Chief Operating Officer; Director | 1999–2007; Director 2000–2004 | Executive operator; board oversight |
| Wilmorite, Inc. | Vice Chairman & Chief Operating Officer | 1986–1999 | Operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| COPT Defense Properties (NYSE: CDP), formerly Corporate Office Properties Trust | Director | 2009–2022 | Board member |
| Other current public company boards | None | — | — |
Board Governance
- Independence: Determined independent under BNL’s Charter .
- Committee assignments (FY2024): Compensation (Chair), Nominating & Corporate Governance (Member); rotated off Audit at conclusion of 2024 Annual Meeting .
- Committee activity (FY2024): Audit 4 mtgs, Compensation 5 mtgs, Governance 4 mtgs .
- Board meeting attendance: Board met 5 times in 2024; all directors attended at least 75% of board and committee meetings on which they served; all then-current directors attended 2024 Annual Meeting .
- Lead director/Chair: Board Chair is independent (Laurie A. Hawkes), so no Lead Independent Director .
- Policies: Hedging/pledging prohibited; director stock ownership policy requires non-employee directors to hold shares equal to 5× annual cash retainer within 5 years (includes unvested time-based restricted stock) .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director |
| Committees | Compensation (Chair); Governance (Member); rotated off Audit post-2024 AGM |
| FY2024 attendance | ≥75% for Board/committees; Board met 5 times; attended 2024 AGM |
| Hedging/pledging | Prohibited for directors |
| Stock ownership guideline | 5× annual cash retainer within 5 years; retains ≥50% of awards until met |
Fixed Compensation
| Component | Policy/Amount | 2024 Amount for Jacobstein |
|---|---|---|
| Annual cash retainer | $60,000 cash, paid quarterly | Included in fees |
| Committee chair fees | Compensation Chair: $15,000 | Included in fees |
| Committee member fees | Governance member: $7,500; Audit member: $10,000 (not chair) | Rotated off Audit post-2024 AGM; total fees reflect applicable service |
| Chairman of Board retainer | $70,000 (not applicable) | — |
| Meeting fees | None disclosed | — |
| 2024 fees earned (cash) | — | $88,462 |
Performance Compensation
Directors receive annual equity grants in the form of restricted stock with $100,000 fair value, vesting on the earlier of one year from grant or next annual meeting (≥50 weeks after grant). No director performance metrics or options are used; equity is time-based for directors .
| Equity Award Type | Grant Policy | 2024 Grant to Jacobstein |
|---|---|---|
| Annual restricted stock | $100,000 grant-date fair value; time-based vesting (earlier of 1 year or next AGM, ≥50 weeks) | $100,000 |
| Options/PSUs | Not part of director program | — |
Other Directorships & Interlocks
| Company | Relationship to BNL | Potential Interlock/Conflict |
|---|---|---|
| COPT Defense Properties (NYSE: CDP), director 2009–2022 | Office/defense REIT; no disclosed customer/supplier ties to BNL in proxy | None disclosed |
| SITE Centers (DDR), President/COO; director 2000–2004 | Shopping center REIT; prior executive role | None disclosed |
| Current public boards | None | — |
Expertise & Qualifications
- Real estate operations and REIT governance: Former COO at DDR; long-standing REIT board experience (COPT) .
- Finance and legal: Senior advisor at Deloitte’s real estate group; J.D. from GW Law .
- Skills matrix highlights for Board include capital markets, corporate governance, real estate, finance & accounting, risk management, strategic planning; Jacobstein’s biography emphasizes these competencies .
Equity Ownership
| Holder | Shares | Notes | % of Outstanding |
|---|---|---|---|
| David M. Jacobstein (total) | 57,870 | Includes 20,559 shares in IRA; 16,402 in a trust where he is trustee with sole voting/investment power | <1% |
| Shares outstanding (Record Date) | 189,051,114 | As of March 3, 2025 | — |
Policies relevant to alignment:
- Director stock ownership guideline: 5× annual cash retainer; includes unvested time-based restricted stock; retain ≥50% of stock awards until guideline met .
- Hedging/pledging prohibited for directors .
Governance Assessment
- Committee leadership: Chairs Compensation Committee; Compensation Committee uses independent consultant (Ferguson Partners) and robust pay-for-performance design for executives; no guaranteed or uncapped payouts; clawback policy compliant with SEC/NYSE; no excise tax gross-ups; no single-trigger CIC acceleration .
- Independence and oversight: Fully independent standing committees; audit members are financial experts; executive sessions held; independent Board Chair .
- Attendance and engagement: Board met 5 times in 2024; directors attended ≥75%; attended 2024 annual meeting .
- Shareholder alignment signals: Say-on-pay support 95.8% in 2024; stock ownership guidelines for directors; prohibition on hedging/pledging .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, or option repricing; policy explicitly prohibits hedging/pledging and repricing without shareholder approval .
- Refreshment considerations: Long tenure (director since 2013) supports institutional knowledge; Board uses annual elections (non-classified) and independent chair structure .
Overall, Jacobstein’s leadership of the Compensation Committee, long REIT operating/board experience, and independence underpin governance quality; policies (clawback, ownership, hedging/pledging prohibition) and strong say-on-pay support bolster investor confidence. No conflicts or related-party exposures involving him are disclosed in the proxy sections reviewed .