Michael B. Caruso
About Michael B. Caruso
Senior Vice President, Underwriting and Strategy at Broadstone Net Lease (BNL). Age 31; joined BNL in 2015 and has served as SVP, Underwriting and Strategy since October 2023. Education: B.S. in Finance and B.A. in Economics from St. Joseph’s University . Core remit: oversees real estate underwriting, investment return modeling, property valuations, and market/industry research . Company performance context during the latest year: AFFO per share reached $1.43 (a four-year high since 2020), net income was $168.989 million, and cumulative TSR since IPO equaled $127.50 vs MSCI US REIT $143.91; portfolio occupancy was 99.1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadstone Net Lease, Inc. | Senior Vice President, Underwriting and Strategy | 2023–present | Leads underwriting, valuation, investment modeling, market/industry research |
| Broadstone Net Lease, Inc. | SVP, Corporate Strategy and Investor Relations | Not disclosed | Corporate strategy and investor relations leadership |
| Broadstone Net Lease, Inc. | SVP, Corporate Finance and Investor Relations | Not disclosed | Corporate finance and IR leadership |
| Broadstone Net Lease, Inc. | Vice President, Finance | Not disclosed | Finance leadership |
External Roles
No external directorships or outside roles disclosed in the proxy for Mr. Caruso .
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $285,000 |
| Target Bonus % | 52.5% of base salary |
| Threshold / Max Bonus % | 30% / 75% of base salary |
| Actual Bonus Paid (Feb 2025) | $208,558 |
Performance Compensation
2024 Annual Bonus Scorecard
| Metric | Weighting | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| AFFO per Share | 50% | $1.390 | $1.410 | $1.430 | $1.428 |
| Net Debt to 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% | 78/130 pts | 104/130 pts | 130/130 pts | 124/130 pts; Committee approved 95% achievement |
2024 Long-Term Incentives (Granted Feb 28, 2024 unless noted)
| Award Type | Weighting | Grant Value | Units | Vesting | Notes |
|---|---|---|---|---|---|
| Time-Based Restricted Shares (standard) | 60% for SVPs | $180,000 | 11,617 shares | 25% annually over 4 years | SVP mix emphasizes retention; dividends accrue/pay on vesting per plan |
| Performance-Based RSUs (rTSR) | 40% for SVPs | $120,000 | 7,745 units | 3-year performance to Feb 28, 2027 | 50% vs Net Lease peer group and 50% vs MSCI US REIT; payout 0–200%; absolute TSR modifier reduces payout by 25% if absolute TSR negative (not below target) |
| Promotion Grant (time-based) | — | $300,000 | 19,362 shares | Ratably over 3 years | Granted in connection with promotion to SVP |
| One-time Retention Award (time-based) | — | $575,000 | 37,110 shares | 5-year cliff vest on Feb 28, 2029 | Special retention to stabilize leadership and support strategy execution |
Upcoming Vesting Schedule (Caruso)
| Vest Date | Shares Vesting |
|---|---|
| Feb 28, 2026 | 12,404 restricted shares |
| Feb 28, 2027 | 11,451 restricted shares |
| Feb 28, 2028 | 2,904 restricted shares |
| Feb 28, 2029 | 37,110 restricted shares (5-year cliff retention award) |
Stock Vested and Settled (FY 2024)
| Metric | Quantity | Value |
|---|---|---|
| Shares acquired on vesting | 7,169 | $106,890 |
| Shares withheld for taxes | 2,585 | — |
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Michael B. Caruso | 101,205 | <1% |
Outstanding Unvested Equity (as of Dec 31, 2024; $15.86 per share)
| Category | Units | Market Value |
|---|---|---|
| Unvested restricted shares | 68,089 | $1,079,892 |
| Unearned performance-based RSUs | 15,490 | $245,671 |
- Stock ownership guidelines: SVPs must own ≥1.5x current base salary; must retain ≥50% of vested awards until guideline met; includes unvested time-based shares but excludes unvested performance-based shares .
- Hedging/pledging: Company policy prohibits hedging, margining, pledging, short selling, and trading in publicly traded options related to Company stock; exceptions only via Board waiver in limited circumstances .
- Clawback: Robust clawback compliant with SEC/NYSE rules; recovery of incentive compensation upon material restatement within 3 years; no misconduct required .
Employment Terms
| Element | Disclosure |
|---|---|
| Agreement type | Standard short-form employment agreement; confidentiality; non-solicitation of business relationships; non-recruitment; non-disparagement; covenants apply during employment and for 12 months post-termination |
| Change-in-Control Severance Policy (non-contract executives) | If terminated without cause or for good reason within 3 months before or 12 months after a CIC: cash severance equal to 1.0× base salary and 1.0× annual target bonus; prorated target bonus; employer-paid COBRA for 12 months; subject to release; 280G cut-backs applied if beneficial |
| Equity treatment at CIC/termination | Double-trigger vesting for time-based shares if awards assumed and employment terminated without cause/for good reason within 12 months post-CIC; PSUs vest based on actual performance at CIC; death/disability: full acceleration of time-based shares and prorated PSUs based on actual performance |
Potential Payments in CIC-Related Termination (Assuming event on Dec 31, 2024)
| Component | Amount |
|---|---|
| Cash severance (combined elements per table presentation) | $434,625 |
| Target bonus | $149,625 |
| Prorated bonus | $15,643 |
| Equity acceleration (actual performance-based as of CIC date) | $1,443,452 |
| Total | $2,043,345 |
Performance & Track Record (Company context)
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Index=100 at IPO) | 123.29 | 163.55 | 113.34 | 129.11 | 127.50 |
| MSCI US REIT TSR | 107.73 | 154.12 | 116.34 | 132.33 | 143.91 |
| Net Income ($000s) | 56,276 | 109,528 | 129,475 | 163,312 | 168,989 |
| AFFO per Share ($) | 1.41 | 1.31 | 1.40 | 1.41 | 1.43 |
- Operating execution in 2024: occupancy 99.1%; base rent collections 99.1%; AFFO per diluted share $1.43; leverage 5.0x net debt to annualized adjusted EBITDAre; industrial/retail mix strengthened via healthcare portfolio simplification .
Compensation Structure Analysis
- Mix shift: SVP LTI structure emphasizes retention via 60% time-based RS and 40% PSUs; 2024 special five-year cliff retention awards amplify long-term alignment and retention tether .
- Performance rigor: PSUs paid on three-year rTSR vs net-lease peers and MSCI US REIT with 0–200% range and an absolute TSR downside modifier introduced in 2024 .
- Cash incentives: 75% of annual bonus tied to objective metrics (AFFO/share, leverage, occupancy); 25% structured discretionary program achieved at 95% based on strategic execution milestones .
- Governance safeguards: no excise tax gross-ups; prohibition on hedging/pledging; independent comp consultant; clawback compliant with SEC/NYSE .
Equity Ownership & Alignment
- Ownership: 101,205 shares; <1% outstanding; significant unvested RS inventory and PSUs, plus a large 2029 cliff vest, suggest strong long-term alignment and reduced near-term forced selling .
- Guidelines: SVPs required to build to 1.5x salary and hold at least 50% of vested stock until compliant; compliance status not disclosed .
Employment Terms
- Restrictive covenants: 12-month post-termination non-solicitation/non-disparagement per short-form agreement .
- CIC mechanics: double-trigger equity vesting on time-based shares if awards assumed and employment terminated; PSUs determined on actual performance as of CIC date; severance per policy .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited — mitigates misalignment risk .
- Clawback: robust — mitigates financial restatement risk .
- Equity repricing: plan prohibits repricing options/SARs without shareholder approval .
- Say-on-pay: 95.8% support at 2024 Annual Meeting — low compensation friction risk .
Investment Implications
- Alignment: Heavy equity mix with multi-year vesting and rTSR PSUs (with absolute TSR guardrail) aligns with shareholder returns; the five-year cliff retention award (vesting 2029) materially reduces near-term sell pressure while bolstering retention .
- Retention risk: Limited near-term risk given 2026–2029 vesting runway and CIC protections; significant acceleration only under double-trigger CIC scenarios .
- Trading signals: Monitor vesting dates (Feb 28 each year) and tax-withhold volumes; 2024 vesting saw 2,585 shares withheld for taxes, indicating standard practice rather than discretionary selling . Large 2029 cliff could create event-driven liquidity; PSUs outcomes hinge on relative TSR vs peers and MSCI, making sector-relative performance a key driver .