Dr. James H. Watters
About Dr. James H. Watters
Independent director of Broadstone Net Lease, Inc. (BNL), age 71, serving since 2007 (17 years by 2025) . Senior Vice President and Treasurer for Finance and Administration at Rochester Institute of Technology (RIT) since 1997; previously held finance and real estate leadership roles at the University of Pittsburgh (1981–1997). Holds B.S., M.S., and Ph.D. from the University of Pittsburgh . Current governance roles at BNL include Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee; he is deemed independent under NYSE and BNL standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rochester Institute of Technology (RIT) | Senior Vice President & Treasurer, Finance & Administration | 1997–present | Vice Chairman of RIT’s global subsidiary; oversees business models and real estate transactions for global campuses |
| University of Pittsburgh | Assistant Vice Chancellor (Finance & Business; Real Estate & Management) | 1981–1997 | Led finance and real estate management functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RIT global subsidiary | Vice Chairman | n/a | Negotiates global campus business models and real estate |
| Canandaigua National Corporation | Board service (non-public) | n/a | Service on local profit/nonprofit boards in Rochester, NY |
| Other public company boards | None | — | No current or past five-year public company directorships |
Board Governance
- Independence: The Board determined Dr. Watters is independent; BNL’s Board and all standing committees are majority/fully independent .
- Leadership: Chair of Nominating & Corporate Governance; member of Compensation; Chairman of the Board is independent, so no Lead Independent Director is required .
- Meetings and attendance: Board met 5 times in 2024; all directors attended ≥75% of Board and committee meetings during their service. Committees met Audit (4), Compensation (5), Governance (4). Committees regularly meet in executive session with and without management .
- Governance practices: Director stock ownership policy (5× annual cash retainer within 5 years), prohibition on hedging and pledging, whistleblower policy, governance guidelines, anti-bribery/corruption policy, and clawback policy compliant with SEC/NYSE rules .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 4 |
| Compensation | Member | 5 |
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual director cash retainer | $60,000 | Non-employee director annual retainer |
| Governance Committee Chair retainer | $15,000 | Chair fee (Governance) |
| Compensation Committee member retainer | $7,500 | Non-chair member fee (Compensation) |
| Total cash fees earned | $82,500 | Matches proxy table for Watters |
Performance Compensation
| Equity Award (2024) | Fair Value (USD) | Grant Timing | Vesting |
|---|---|---|---|
| Annual restricted stock | $100,000 | Close of business on date of BNL’s 2024 annual meeting | Vests on the earlier of 1-year from grant or next annual meeting (≥50 weeks) |
BNL’s director compensation program consists of cash retainers and an annual restricted stock award; no director options or performance-linked director equity features are disclosed for non-employee directors .
Other Directorships & Interlocks
| Category | Current | Past 5 Years |
|---|---|---|
| Public company boards | None | None |
- Interlocks/conflicts: No public-company interlocks. Related party transactions are reviewed under BNL’s policies via Audit Committee/Board; no Watters-specific related-party transaction disclosure was observed in the sections reviewed .
Expertise & Qualifications
- Finance and administration leadership; strategic planning; real estate transactions. Advanced academic credentials (Ph.D.) .
- Board skills matrix indicates Watters contributes corporate governance, finance/accounting, risk management, strategic development/planning, real estate expertise (see Board matrix showing his competencies and tenure 17 years) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 112,099 |
| Shares outstanding (as of record date) | 189,051,114 |
| Ownership (% of shares outstanding) | ~0.059% (112,099 ÷ 189,051,114) |
| Director ownership guideline | 5× annual cash retainer; includes unvested time-based restricted stock; must retain ≥50% of stock awards until compliant |
| Hedging/pledging | Prohibited by BNL policy (waivable only in limited circumstances) |
Insider Trades
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| May 5, 2025 | Open market purchase | 2,000 | $16.13 | |
| May 6, 2025 | Open market purchase | 2,000 | $15.98 | |
| Form 4 filings | Filed May 2 and May 6, 2025 | — | — |
Multiple directors and executives (including Watters) disclosed open-market purchases around the early-May 2025 annual meeting, a positive alignment signal with shareholders at ~$16/share levels .
Compensation Committee Analysis (context to Watters’ committee role)
- Independent compensation consultant: Ferguson Partners Consulting (FPC) engaged; independence reassessed annually .
- Pay-for-performance: Long-term incentives for executives include 60% performance-based RSUs (rTSR) for CEO/President/CFO, 40% for SVPs; annual bonus scorecard 75% objective metrics, 25% structured strategic priorities; clawback policy amended to comply with SEC/NYSE rules .
- 2024 bonus scorecard metrics (company-level): AFFO/share (target $1.410; actual $1.428), Net Debt/Annualized Adjusted EBITDAre (actual 5.03x), Economic Occupancy (actual 99.1%), structured strategic priorities (95% achievement) .
- Say-on-pay support: 95.8% approval at 2024 annual meeting; next say-on-pay expected 2026 .
| 2024 Bonus Metrics | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| AFFO per Share | 50% | $1.390 | $1.410 | $1.430 | $1.428 |
| Net Debt / Annualized Adjusted EBITDAre | 15% | 5.75x | 5.5x | 5.25x | 5.03x |
| Economic Occupancy | 10% | 97.0% | 98.0% | 99.0% | 99.1% |
| Structured Discretionary Program | 25% | 78 pts | 104 pts | 130 pts | 124 pts (95%) |
Governance Assessment
- Strengths: Long-tenured independent director with chair role on Governance, contributing continuity and institutional knowledge; consistent attendance; robust governance framework (ownership guidelines; hedging/pledging ban; clawback; independent chair; independent committees); active oversight of compensation with objective metrics; strong say-on-pay support .
- Alignment signals: Material beneficial ownership, adherence to director ownership policy framework, and open-market purchases in May 2025 alongside other insiders .
- Potential conflicts: External service at RIT and local boards noted, but no Watters-specific related-party transactions disclosed in reviewed sections; BNL’s related-party policy requires Audit Committee/Board review and approval of any such transactions .
- Risk indicators: Policy prohibits hedging/pledging; independent chairman; regular executive sessions; no poison pill; opted out of certain MGCL anti-takeover provisions with stockholder oversight—factors that generally support investor confidence .