John D. Moragne
About John D. Moragne
Chief Executive Officer of Broadstone Net Lease, Inc. (BNL) since March 2023 and a director since 2023; age 42. Education: B.A., SUNY Geneseo; J.D., The George Washington University Law School . 2024 operating results under his tenure included net income of $169.0 million ($0.86/share), AFFO of $282.0 million ($1.43/share, at the high end of guidance), 99.1% economic occupancy, and Net Debt to Annualized Adjusted EBITDAre of 5.0x . Executive incentive design emphasizes pay-for-performance: annual bonus tied 75% to objective financial metrics (AFFO/share, leverage, occupancy) and 25% to strategic priorities; long-term incentives (for CEO) are 60% performance-based RSUs tied to relative TSR (with an absolute TSR modifier added in 2024) and 40% time-based shares .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadstone Net Lease, Inc. | Chief Executive Officer | 2023–present | Leads strategy, capital allocation, and execution; board member . |
| Broadstone Net Lease, Inc. | Executive Vice President & Chief Operating Officer | 2018–2023 | Operational leadership across portfolio; drove execution prior to CEO appointment . |
| Broadstone Net Lease, Inc. | Secretary | 2016–2021 | Corporate governance and board support . |
| Broadstone Net Lease, Inc. | General Counsel & Chief Compliance Officer | 2016–2018 | Legal, compliance, and corporate matters during key growth period . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private practice | Corporate, securities, and M&A attorney | 2007–2016 | Transactional and corporate advisory experience; foundation for BNL legal/strategic roles . |
Board Governance and Service
- Role: CEO and Director (since 2023); no committee assignments, reflecting management-director status .
- Board structure: Independent, non-executive Chair (Laurie A. Hawkes); roles of Chair and CEO are separated, mitigating dual-role/independence concerns. If Chair were not independent, a Lead Independent Director could be appointed; not needed currently because the Chair is independent .
- Independence: Board determined that a strong majority of directors are independent; as CEO, Moragne is not independent .
- Meetings/attendance: Board met five times in 2024; all directors attended at least 75% of Board and relevant committee meetings .
- Committee composition: Audit, Compensation, and Governance Committees are fully independent .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 600,000 | 120% | 1,392,785 | No 2024 salary increase; bonus paid Feb 2025 . |
| 2023 | 575,000 | — | 1,143,692 | 2023 compensation per SCT . |
| 2022 | 450,000 | — | 693,836 | 2022 compensation per SCT . |
Performance Compensation
2024 Annual Bonus Scorecard
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Basis |
|---|---|---|---|---|---|---|
| AFFO per Share | 50% | 1.390 | 1.410 | 1.430 | 1.428 | Objective performance vs plan . |
| Net Debt to Annualized Adjusted EBITDAre | 15% | 5.75x | 5.5x | 5.25x | 5.03x | Objective leverage improvement . |
| Economic Occupancy | 10% | 97.0% | 98.0% | 99.0% | 99.1% | Objective portfolio performance . |
| Structured Discretionary (Strategic Priorities) | 25% | 78/130 | 104/130 | 130/130 | 124/130; 95% achievement | Strategic initiatives and culture . |
2024 actual CEO bonus approved: $1,392,785 .
Long-Term Incentive Design and 2024 Grants (CEO)
- LTI mix (CEO): 60% performance-based RSUs (rTSR vs REIT peers and MSCI US REIT), 40% time-based restricted shares; added absolute TSR downside modifier beginning in 2024 (reduce payout 25% if relative > target but absolute TSR negative; floor at target) .
- rTSR payout grid (each 50% tranche): Threshold 30th percentile = 50% payout; Target 55th = 100%; Max 80th = 200%; linear interpolation .
- 2021 rTSR grant vested in Feb 2024: 11,275 shares to Moragne (incl. 2,022 dividend equivalents) .
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 2/28/2024 | Time-based RS (annual) | 51,631 | 760,008 | Vests 25% annually 2/28/2025–2/28/2028 . |
| 2/28/2024 | Time-based RS (one-time retention) | 161,346 | 2,375,013 | Five-year cliff; vests 2/28/2029 . |
| 2/28/2024 | Performance RSUs (rTSR) | 38,724 thr.; 77,447 tgt.; 158,894 max | 1,226,760 (at target) | 3-year performance; vest 2/28/2027, 0–200% payout . |
Multi-Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 600,000 | 4,361,782 | 1,392,785 | 259,155 (incl. $242,855 dividends on unvested RS) | 6,613,722 |
| 2023 | 575,000 | 2,393,189 | 1,143,692 | 83,706 | 4,195,587 |
| 2022 | 450,000 | 1,044,241 | 693,836 | 57,333 | 2,245,410 |
Compensation structure notes: Approximately 82% of CEO target compensation is variable; 52% tied directly to specified performance goals; no single-trigger CIC vesting, no excise tax gross-ups, no SERP; robust clawback policy (updated Oct 2023) .
Equity Ownership & Alignment
- Beneficial ownership: 439,791 shares as of March 3, 2025; less than 1% of outstanding shares (based on ~189.1 million shares) .
- Stock ownership guidelines (executives): CEO must hold 6x base salary in stock; CFO/President 3x; SVPs 1.5x. Must retain at least 50% of vested awards until compliant; includes unvested time-based RS but excludes unvested PSUs .
- Hedging/pledging: Prohibited for employees and directors (hedges, options, margin, pledges) .
Outstanding Equity and Vesting Schedule (as of 12/31/2024)
| Grant Year | Unvested Time-Based Shares (#) | Unearned PSUs/RSUs (#) | Key Vesting Dates/Notes |
|---|---|---|---|
| 2021 | 3,761 | — | Included in scheduled tranches; aggregate schedules below . |
| 2022 | 8,166 | 12,249 | 2022 PSUs vest based on rTSR at period end . |
| 2023 | 33,498 | 33,499 | 2023 PSUs vest based on rTSR at period end . |
| 2024 | 212,977 | 154,894 | 2024 PSUs: target 77,447; table shows max; retention RS cliff 2/28/2029 . |
Vesting timetable (time-based RS): 28,157 shares vest 2/28/2026; 24,074 on 2/28/2027; 12,907 on 2/28/2028; 161,346 (retention) on 2/28/2029; 31,918 RS vested in Feb 2025 .
Indicative selling pressure: Concentrated vesting dates each February (annual tranches and 2029 cliff) may create periodic liquidity windows; hedging/pledging restrictions reduce forced selling mechanics .
Employment Terms
| Term/Provision | Detail |
|---|---|
| Employment term | Through December 31, 2026 (unless earlier terminated) . |
| Base salary | $600,000; subject to increase (not decrease, except broad-based) . |
| Target annual bonus | 120% of salary; based on pre-set criteria administered by the Compensation Committee . |
| Target LTI value | $2,000,000 annually; 40% time-based RS, 60% performance-based RSUs (future years) . |
| Restrictive covenants | Non-compete, non-solicit, non-interference during employment and 12 months post-termination; mutual non-disparagement; perpetual confidentiality . |
| Severance (without cause / good reason) | Lump sum 2.0x (salary + current target bonus); pro-rated target bonus for year; 24 months employer COBRA; full vesting of time-based equity; release and covenant compliance required . |
| Change in control window | 3 months prior to and 12 months following CIC; multiplier increases to 3.0x (salary + target bonus) for CEO if termination occurs in this window . |
| Equity treatment (CIC) | No single-trigger CIC vesting; awards vest on double-trigger or if not assumed in transaction . |
Compensation Structure Analysis (alignment and risk)
- Strong pay-for-performance orientation with 82% of CEO target pay variable and majority of LTI subject to rTSR; annual bonus largely formulaic and centered on AFFO/share, leverage, and occupancy—key REIT value drivers .
- 2024 one-time, five-year cliff retention awards (e.g., 161,346 shares to CEO) were granted to retain leadership through strategic portfolio repositioning and leadership transitions; characterized as non-recurring and intended to align long-term with shareholders .
- Shareholder-friendly features: no single-trigger CIC, no excise tax gross-ups, no SERP, stringent clawback policy (SEC/NYSE-compliant), and hedging/pledging prohibitions .
- Independent compensation consultant (Ferguson Partners Consulting) and peer benchmarking inform design; committees are independent, reducing governance risk .
Performance & Track Record
| Measure | 2024 Outcome | Notes |
|---|---|---|
| AFFO per share | $1.43 (historical high since 2020) | Top end of 2024 guidance range . |
| Net income | $169.0 million ($0.86/share), +3.6% YoY | Operating results summary . |
| Economic occupancy | 99.1% | High utilization across portfolio . |
| Leverage | Net Debt / Annualized Adjusted EBITDAre = 5.0x (pro forma 4.9x) | December 31, 2024 . |
Equity Ownership & Alignment (Policy Reminders)
- Executive stock ownership: CEO 6x salary requirement; must retain 50% of vested awards until met; unvested time-based RS count toward guideline (unvested PSUs do not) .
- Director stock ownership: Non-employee directors must reach 5x annual cash retainer within 5 years; retain 50% of awards until compliant .
- Insider trading policy prohibits hedging and pledging; supports alignment with long-term shareholders .
Board Committee Context (for governance quality)
- Committees fully independent; Audit Committee members all “financial experts” (Coke, Chair; Duran; Felice) .
- CEO attends by invitation; no committee voting power—limits potential conflicts .
Investment Implications
- Alignment: High variable pay, rTSR-tied PSUs, and stringent ownership/hedging policies align CEO interests with total return and balance sheet discipline; 2024 bonus metrics (AFFO/share, leverage, occupancy) are directly tied to REIT value creation .
- Retention/supply overhang: Large 2024 one-time retention grant with a 2029 cliff (161,346 shares) plus annual February vesting tranches could create episodic selling windows; policy constraints reduce hedging/pledging-related liquidity risk .
- Downside protection for investors: Double-trigger CIC, no excise gross-ups, no SERP, and a compliant clawback mitigate governance and payout risk if performance falls short or during corporate events .
- Execution track: 2024 results show AFFO/share at a post-2020 high, strong occupancy, and improving leverage, supporting pay outcomes and reducing execution risk; continued delivery on pipeline and portfolio mix strategy underpins sustainability of incentive achievement .
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