Michael A. Coke
About Michael A. Coke
Michael A. Coke, age 58, is an Independent Director of Broadstone Net Lease, Inc. (BNL) since 2021 and serves as Chair of the Audit Committee. He is President and Co‑Founder of Terreno Realty Corp. (NYSE: TRNO), with prior senior finance roles at AMB Property (now Prologis), and earlier at Arthur Andersen; he holds a B.A. in Business Administration and Accounting from California State University, Hayward. The Board has affirmatively determined his independence and identified him as an “audit committee financial expert.” BNL’s board tenure matrix shows 4 years of service for Mr. Coke as of the proxy date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terreno Realty Corp. (NYSE: TRNO) | President & Co‑Founder; formerly President & CFO | Co‑Founder; CFO 2010–2013 | Current public company leadership and board experience |
| IAT Aviation Facilities | President & CEO | 2005–2007 | Industry/operations leadership |
| AMB Property (now Prologis, NYSE: PLD) | CFO & EVP | 1999–2007 | Capital markets and REIT operations |
| Arthur Andersen LLP | Real estate auditor | 1990–1997 | Accounting/audit foundation |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Terreno Realty Corp. (NYSE: TRNO) | Director (Other Current Public Directorship) | Current | Industrial REIT focus |
| Digital Realty Trust (NYSE: DLR) | Director | Past five years | Data center REIT; prior service |
Board Governance
- Independence: The Board determined Mr. Coke is independent under Charter and NYSE rules .
- Executive sessions: Committees and the Board regularly meet in executive session with and without management .
- Board leadership: Chair is independent; no Lead Independent Director needed .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 4 | All members are independent and designated “audit committee financial experts” |
| Compensation | Member | 5 | Not a member (N/A for Mr. Coke) |
| Governance | Member | 4 | Not a member (N/A for Mr. Coke) |
- Attendance: The Board met 5 times in 2024; all directors attended at least 75% of Board and committee meetings during their service .
Fixed Compensation
| Component | Amount (USD) | Detail | Source |
|---|---|---|---|
| Annual Cash Retainer | $60,000 | Non‑employee director | |
| Audit Committee Chair Fee | $20,000 | Additional annual cash retainer | |
| Total Cash Fees (2024) | $80,000 | Fees earned or paid in cash | |
| Annual Equity Award (Restricted Stock) | $100,000 | Fair market value at grant | |
| Total Director Compensation (2024) | $180,000 | Cash + equity |
- Director equity vesting: 2024 annual restricted stock vests on the earlier of the one‑year anniversary of grant or the next annual meeting (≥50 weeks after grant) .
Performance Compensation
| Program Element | Metrics | Weighting | Vesting/Terms |
|---|---|---|---|
| Director Annual Equity (Restricted Stock) | None (time‑based only) | N/A | Vests earlier of one‑year anniversary or next annual meeting (≥50 weeks after grant) |
Note: Non‑employee director compensation has no performance‑based metrics; equity is time‑based restricted stock .
Other Directorships & Interlocks
| Company | Sector Overlap | Potential Interlock Risk | Disclosed Transactions |
|---|---|---|---|
| Terreno Realty Corp. (TRNO) | Industrial REIT; BNL’s core property types include industrial | Industry overlap suggests need for conflict oversight via Audit/Board processes | No related‑party transactions involving Mr. Coke disclosed in BNL’s proxy; related‑party transactions are subject to Audit Committee/Board approval per policy |
Expertise & Qualifications
- Audit and accounting depth; designated audit committee financial expert .
- REIT leadership and capital markets experience (TRNO; AMB/Prologis) .
- Strategic planning and risk oversight through Audit Committee remit, including IT and cybersecurity (AI included) .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Approx. % of Outstanding |
|---|---|---|---|
| Michael A. Coke | 64,652 | Includes 22,952 shares held by a family trust of which he is co‑trustee; shared voting/investment power for those trust shares | ~0.034% (64,652 / 189,051,114) |
- Director stock ownership policy: Non‑employee directors must own BNL stock equal to 5× annual cash retainer within 5 years and must retain ≥50% of awards until met .
- Indicative alignment: Using $15.86 closing price on 12/31/2024, Mr. Coke’s 64,652 shares approximate $1,025,381 in value (64,652 × $15.86), exceeding the ~$300,000 guideline (5×$60,000) .
- Hedging/pledging policy: Company prohibits hedging, margining, pledging, short‑selling; Board may waive in limited circumstances .
Governance Assessment
- Board effectiveness: As Audit Chair and an audit committee financial expert, Coke anchors finance, controls, and risk oversight, including IT/cybersecurity and AI risk, and signs the Audit Committee Report recommending inclusion of audited financials in the 10‑K .
- Independence and engagement: Affirmed independent; Board and committees met regularly with executive sessions; directors attended at least 75% of meetings .
- Compensation alignment: Director pay is standard market design (cash retainer plus modest time‑based equity), avoiding performance gaming; no options; vesting aligns with annual service .
- Ownership alignment: Material personal stake and a policy requiring significant director ownership, with anti‑hedging/pledging protections .
- Say‑on‑Pay signal: 95.8% support in 2024 suggests broad investor approval of compensation governance, reflecting committee oversight quality .
- Conflicts/related party: No related‑party transactions disclosed involving Mr. Coke; policy requires Audit Committee/Board review for any such transactions, mitigating conflict risk despite industry overlap with TRNO .
RED FLAGS: None disclosed specific to Mr. Coke in the proxy; no pledging/hedging permitted by policy; no repricing authority under equity plan; indemnification agreements standard for directors .