Richard Imperiale
About Richard Imperiale
Richard Imperiale (age 65) is an Independent Director at Broadstone Net Lease (BNL), appointed on February 13, 2025; he holds a B.S. in Finance and an MBA from Marquette University and is an NACD Board Fellow . He founded Uniplan Investment Counsel in 1984, serves as its Chief Investment Officer and Chair of the Investment Policy Committee, and has managed Uniplan’s REIT strategy since 1988 . He is part of a predominantly independent board (eight of nine directors post-2025 meeting) led by an independent Chair, with fully independent standing committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uniplan Investment Counsel, Inc. | Founder (1984); Chief Investment Officer (since 2011); Chair, Investment Policy Committee; Member, Compliance Committee | 1984–present | Leads REIT strategy portfolio management; investment policy governance |
| B.C. Ziegler | Corporate Credit Analyst | 1982–1984 | Credit analysis responsibilities |
| First Wisconsin Bank (now U.S. Bank) | Credit Analyst | 1978–1982 | Credit analysis responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Retail Properties of America, Inc. (NYSE: RPAI) | Director | Past five years (prior role) | No current public company directorships disclosed for Imperiale |
Board Governance
- Independence: The Board determined Imperiale is independent under NYSE standards and BNL guidelines .
- Committee assignments: None at appointment; the Company anticipates committee appointments following his election at the 2025 Annual Meeting .
- Board leadership: Separate Chair and CEO; Chair is independent (Laurie A. Hawkes), so no Lead Independent Director required .
- Board/committee meeting cadence (2024): Board met 5 times; Audit 4, Compensation 5, Governance 4; all members met ≥75% attendance—Imperiale joined in 2025 and was not part of 2024 attendance .
- Orientation & education: BNL provides director onboarding and continuing education resources covering governance and market developments .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $60,000 | Paid quarterly in arrears |
| Chair of Board | +$70,000 | Additional annual retainer |
| Audit Committee Chair | +$20,000 | Additional annual retainer |
| Compensation/Governance Committee Chair | +$15,000 | Additional annual retainer |
| Audit Committee member (non-chair) | +$10,000 | Additional annual retainer |
| Compensation/Governance Committee member (non-chair) | +$7,500 | Additional annual retainer |
| Expense reimbursement | Reasonable expenses | Travel/other reasonable expenses reimbursed |
- Imperiale will be compensated under the non-employee director program as described (standard indemnification applies) .
Performance Compensation
| Equity Award | Grant Value | Vehicle | Vesting |
|---|---|---|---|
| Annual Equity Award (non-employee directors) | $100,000 | Restricted stock | Vests at the earlier of 1-year from grant or next annual meeting (if ≥50 weeks after grant) |
- Policy: Directors must retain at least 50% of stock awards until ownership guideline is met (see Ownership section) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None current | No current public boards disclosed | None disclosed; Board affirmed no Item 404(a) related-party transactions involving Imperiale |
Expertise & Qualifications
- Capital markets, corporate governance, executive leadership, finance/accounting, investor relations, legal/compliance/regulatory, public company boards, real estate, and strategic planning (skills matrix) .
- REIT investing expertise from decades managing REIT strategies; credit analysis background at B.C. Ziegler and First Wisconsin Bank .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged/Hedged | Ownership Guideline | Compliance Status |
|---|---|---|---|---|---|
| Richard Imperiale | 0 | <1% | Pledging/hedging prohibited by policy (Board may waive in limited cases) | 5x annual cash retainer within 5 years; retain ≥50% of awards until met | Newly appointed; five-year runway to comply; current beneficial ownership 0 |
Governance Assessment
- Positives:
- Independence affirmed; no related-party transactions disclosed under Item 404(a) .
- Board structure/committees are fully independent; independent Chair enhances oversight .
- Director stock ownership policy (5x cash retainer within five years), plus anti-hedging/pledging policy supports alignment .
- Standard indemnification and robust audit/compensation/governance processes; clear related-party transaction approval thresholds .
- Watch items:
- Zero beneficial ownership at appointment—common for new directors but alignment will depend on annual equity grants and progression toward guideline .
- Uniplan’s REIT focus creates potential perceived conflicts if Uniplan funds transact with BNL or counterparties; Board disclosure notes no 404(a) transactions and independence determination mitigates concern .
Notes on Risk Indicators and Policies
- Insider trading policy prohibits hedging, pledging, short-selling, and certain derivatives in Company stock; limited waiver only by the Board .
- Related-party Transactions Policy: Audit Committee pre-approves/ratifies transactions under $500k; ≥$500k to full Board excluding interested directors .
- No pending material litigation seeking indemnification reported; standard D&O insurance maintained per indemnification agreements .