Jennie O'Brien

About Jennie O'Brien

Jennie O’Brien is Senior Vice President and Chief Accounting Officer (CAO) of Broadstone Net Lease (BNL), appointed effective September 6, 2024; she is a CPA with a B.S. in Accounting from SUNY Geneseo and has been with BNL since 2014, advancing through Controller, Vice President, and Senior Vice President roles overseeing SEC reporting, accounting, tax, and treasury management . She is 42 years old (as disclosed in the 2025 proxy) and signed the 2024 Annual Report in her capacity as CAO . Company performance during 2024 included net income of $169.0 million ($0.86/diluted share), AFFO of $282.0 million ($1.43/diluted share, +1.4% YoY), 99.1% year-end occupancy, and 99.1% rent collections, framing the operating backdrop for finance leadership during her tenure transition into CAO .

Past Roles

External Roles

No external public-company directorships or committee roles are disclosed for Ms. O’Brien in BNL’s filings reviewed .

Fixed Compensation

BNL’s proxy discloses detailed compensation only for Named Executive Officers (NEOs); Ms. O’Brien is not an NEO for FY2024, and her individual base salary, target bonus, and bonus paid were not disclosed in the proxy tables .

Performance Compensation

BNL’s compensation framework for senior leaders emphasizes pay-for-performance, with objective metrics in the annual bonus and a mix of time-based and performance-based equity. For SVPs, the long-term incentive mix is generally 60% time-based restricted shares and 40% performance-based RSUs (PRSUs), with PRSUs measured on relative total shareholder return (rTSR) over three years; beginning with 2024 grants, payouts are reduced by 25% if absolute TSR is negative even if relative is at/above target (not below target), aligning equity with long-term shareholder outcomes .

2024 annual bonus scorecard (company-wide program used for NEOs and applied to SVPs via the structured discretionary program)

Equity program design and vesting

Additional performance context: For the 2021 PRSU cycle that ended in 2024, only 41% of target vested, indicating rigorous performance calibration and alignment with realized TSR .

Equity Ownership & Alignment

• Stock ownership guidelines: SVPs must hold BNL shares equal to 1.5x base salary within five years; unvested time-based RS count, PRSUs do not, and executives must retain at least 50% of vested awards until compliant .
• Hedging/pledging: BNL prohibits hedging, shorting, margining, and pledging of company securities by employees and directors, removing leverage-related forced-sale risks and misalignment .
• Clawback policy: Adopted October 2023 to comply with SEC/NYSE rules; requires recovery of incentive-based compensation following a material accounting restatement, regardless of misconduct, enhancing pay-for-performance integrity .
• Section 16 filings (ownership/awards):
  • Form 3 filed September 13, 2024 (event date September 6, 2024) upon appointment as CAO, establishing insider status .
  • Form 4 filed April 11, 2025 reflecting receipt of restricted stock on April 9, 2025 under BNL’s equity plan (time-based RS award) .
• Public filings do not disclose Ms. O’Brien’s total beneficial ownership, vested vs unvested breakdown, or ownership guideline compliance status; such details are reported for directors and NEOs in the proxy, and Ms. O’Brien is not an NEO for FY2024 .

Employment Terms

• Employment agreement status: For executives without long-form employment agreements, BNL uses short-form employment agreements covering confidentiality, non-solicitation of business relationships, non-recruitment, and non-disparagement; restrictive covenants apply during employment and for 12 months post-termination .
• Change-in-control (CIC) severance policy: Applies to employees not party to individual employment agreements; upon a qualifying termination within 3 months before or 12 months after a CIC, benefits include (i) accrued rights, (ii) lump-sum 1.0x base salary, (iii) lump-sum target annual bonus, (iv) prorated target bonus for the year of termination, and (v) 12 months employer-paid COBRA; 280G “best net” cutback applies .
• Equity treatment on CIC and termination: Time-based RS fully accelerate if not assumed; if assumed, they accelerate upon a qualifying termination within 12 months post-CIC (double trigger). PRSUs are measured at CIC on actual performance; if assumed and a qualifying termination occurs within 12 months post-CIC, PRSUs vest based on actual performance as of the CIC date; death/disability trigger full acceleration of time-based RS and pro-rata treatment of PRSUs per plan .
• No formal severance policy outside CIC for employees generally (NEO-specific severance is disclosed, but not applicable to Ms. O’Brien) .
• No excise tax gross-ups on change-in-control payments per BNL policy .

Performance & Company Backdrop (FY2024)

Additional context: Strategic portfolio actions included ~$404.8 million of investments (industrial/retail focus) and substantial completion of healthcare portfolio simplification (58 properties sold; updated core property types), alongside balance sheet risk management (interest rate swaps) .

Compensation Structure Analysis

• Emphasis on at-risk pay and objective metrics: Annual bonus places 75% weight on objective measures (AFFO/share, leverage, occupancy) and 25% on structured strategic priorities, directly linking cash compensation to REIT value drivers .
• Long-term alignment: SVP awards favor time-based RS for retention and PRSUs tied to rTSR versus sector index/peers; the 2024 absolute TSR modifier further tightens alignment by reducing payouts when shareholders experience negative returns .
• Governance controls: Independent Compensation Committee and consultant (FPC), robust clawback, prohibition on hedging/pledging, no SERP, and no excise tax gross-ups indicate a shareholder-aligned pay framework with risk mitigants .
• Peer benchmarking and shareholder support: Peer group recalibrated in 2024; BNL targets competitiveness around median market practice; 2024 Say-on-Pay received 95.8% support, evidencing broad shareholder endorsement of the pay program .

Investment Implications

• Retention and selling pressure: Company-wide prohibition on pledging/margin reduces forced-sale risk; SVP ownership guidelines and multi-year vesting (4-year RS; 3-year PRSUs) encourage retention and continuity in the controllership/CAO function .
• Alignment with operating performance: Bonus metrics (AFFO/share, leverage, occupancy) and rTSR-based equity support tight alignment between management incentives and REIT cash flow stability, balance sheet prudence, and relative shareholder returns; 2021 PRSUs paid at 41% of target, indicating rigor in payout calibration .
• Downside safeguards: Clawback and double-trigger CIC equity treatment, coupled with absence of tax gross-ups and limited perquisites, reduce governance red flags and limit windfall risk; outside CIC, there is no general severance policy for employees, which can modestly elevate non-CIC separation risk for non-NEO roles .
• Recent insider equity activity: Ms. O’Brien’s Form 3 upon appointment and subsequent Form 4 reporting a restricted stock grant on April 9, 2025 signal ongoing equity-based alignment; specific holdings and vesting progress are not disclosed in the proxy as she is not an NEO .

Sources: BNL 2025 DEF 14A (filed March 21, 2025); BNL 8-K (Aug 13, 2024); BNL 10-Q (Q3’25); SEC EDGAR Forms 3/4 as cited.