Ryan M. Albano
About Ryan M. Albano
Ryan M. Albano is President and Chief Operating Officer of Broadstone Net Lease (BNL), age 43, serving in this role since March 2023 after joining BNL in 2013 and progressing through Vice President of Finance (2013–2017) and EVP/CFO (2017–2023). He holds an MBA in finance and competitive strategy from the University of Rochester’s Simon Graduate School of Business and a BS in accounting from St. John Fisher College, and previously held finance roles at Manning & Napier assisting its IPO (2011–2013) and audit roles at KPMG LLP (2004–2011). As COO, he leads acquisitions, build-to-suit development, dispositions, underwriting and strategy, leasing, and property management; BNL’s 2024 results included AFFO per share of $1.43 (top-end of guidance), net income of $169.0 million, 99.1% occupancy, and 99.1% rent collections, alongside portfolio simplification and disciplined leverage of ~5.0x Net Debt/Annualized Adjusted EBITDAre, aligning operating execution with incentive metrics used in his pay program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadstone Net Lease | EVP & CFO | 2017–Mar 2023 | Led finance, supported strategy through internalization era and IPO maturity; foundation for pay metrics tied to AFFO, leverage, occupancy . |
| Broadstone Net Lease | VP, Finance | 2013–2017 | Built underwriting and finance processes; groundwork for acquisitions and asset management efficiency . |
| Manning & Napier, Inc. | Assistant CFO (mutual funds division) | 2011–2013 | Assisted successful IPO execution, adding capital markets experience relevant to BNL’s ATM, swaps, and leverage management . |
| KPMG LLP | Audit roles | 2004–2011 | Public-company audit experience supporting governance and controls discipline . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manning & Napier, Inc. | Assistant CFO, mutual funds division | 2011–2013 | IPO execution experience; informs capital markets rigor . |
| KPMG LLP | Audit positions | 2004–2011 | Technical accounting and audit expertise . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $491,667 (promotion in Mar-2023) | $500,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Threshold/Max Bonus (% of Salary) | 50% / 200% | 50% / 200% | 50% / 200% |
| Actual Bonus Paid ($) | $693,836 | $794,231 | $967,212 |
| All Other Compensation ($) | $53,895 | $75,125 | $166,483 (401k match $13,800; dividends on unvested RS $151,483; phone stipend $1,200) |
Performance Compensation
Annual Bonus Scorecard (FY2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| AFFO per Share | 50% | $1.390 | $1.410 | $1.430 | $1.428 |
| Net Debt / Annualized Adj. EBITDAre | 15% | 5.75x | 5.50x | 5.25x | 5.03x |
| Economic Occupancy | 10% | 97.0% | 98.0% | 99.0% | 99.1% |
| Structured Discretionary Program | 25% | 78/130 | 104/130 | 130/130 | 124/130 (95% achievement) |
| Award Outcome (Albano) | — | — | — | — | $967,212 |
Long-Term Incentives (FY2024 Grants)
| Award Type | Weighting | Grant Date | Value ($) | Shares/Units | Vesting Terms |
|---|---|---|---|---|---|
| Time-based Restricted Stock | 40% (COO) | 2/28/2024 | $600,000 | 38,724 | 25% per year over 4 years (2025–2028) |
| Performance-based RSUs (rTSR) | 60% (COO) | 2/28/2024 | $900,000 (target) | 58,085 | 3-year perf. period (2/28/2024–2/28/2027), 50% vs net-lease peer group and 50% vs MSCI US REIT; payouts 0–200%; modifier reduces payout by 25% if absolute TSR negative (not below target) |
| One-time Retention RS (cliff) | — | 2/28/2024 | $1,250,000 | 80,673 | Cliff vest on 2/28/2029 (5-year retention) |
rTSR Peer Design and Prior Vesting
- Relative rTSR peer set spans net lease and diversified REITs; payouts interpolate from 30th/55th/80th percentile thresholds to 0/100/200% on each leg (peer group and MSCI US REIT) .
- rTSR grants from 2021 delivered 11,275 shares to Albano upon vesting (includes 2,022 dividend equivalents), evidencing realized performance linkage .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 308,548 shares; less than 1% of outstanding . |
| Unvested Time-based RS (as of 12/31/2024) | 119,397 shares (includes 38,724 four-year RS and 80,673 five-year retention RS) . |
| Unearned PSUs Outstanding (as of 12/31/2024) | 116,170 units across 2022–2024 cycles . |
| Vesting Schedule (next tranches) | 2/28/2026: 22,139 shares; 2/28/2027: 18,055; 2/28/2028: 9,681; 2/28/2029: 80,673 (retention) . |
| 2025 Vested (tax withholding noted) | 25,900 RS vested for Albano in Feb 2025 . |
| Ownership Guidelines | CEO 6x salary; President/CFO 3x; SVPs 1.5x; retain 50% of vested shares until guideline met; unvested time-based RS counts (perf-based excluded) . |
| Hedging/Pledging | Prohibited (no collars, options, puts/calls, margin accounts, pledges, shorts) per Insider Trading Policy . |
| Clawback | Complies with SEC/NYSE rules; recoup incentive pay for material restatements within 3 years; Board discretion on recovery method . |
Employment Terms
| Term/Provision | Albano Details |
|---|---|
| Employment Agreement Term | Amended Employment Agreement; expires 12/31/2026 unless earlier terminated . |
| Base/Bonus Targets | Base salary $500,000; target annual bonus 100% of base . |
| Target LTI Value | $1,500,000 annually (40% time-based RS; 60% performance-based RSUs) for future years . |
| Severance (no cause/good reason) | Cash: 1.5x (salary + target bonus); prorated target bonus; employer COBRA for 24 months; full acceleration of time-based RS; PSUs forfeited (subject to death/disability provisions); release and covenant compliance required . |
| CIC Window and Multiples | Within 3 months before/12 months after a CIC: 2.0x (salary + target bonus), prorated target bonus, COBRA; equity treatment per plan (double-trigger for assumed awards; vest based on actual perf as of CIC if terminated post-CIC) . |
| Death/Disability | Prorated target bonus; 12 months COBRA; full acceleration of time-based RS; prorated PSUs based on actual performance at measurement date . |
| Non-Compete / Non-Solicit | 12 months post-termination non-compete; non-solicitation and related covenants; perpetual confidentiality . |
| 280G Treatment | “Best net” approach (full pay or cutback to avoid excise tax, whichever yields higher after-tax benefit) . |
Multi-year Compensation Summary (Total Pay Mix)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $450,000 | $491,667 | $500,000 |
| Stock Awards ($) | $1,044,241 | $1,794,897 | $2,677,590 |
| Non-Equity Incentive ($) | $693,836 | $794,231 | $967,212 |
| All Other Comp ($) | $53,895 | $75,125 | $166,483 |
| Total ($) | $2,241,972 | $3,155,920 | $4,311,285 |
Compensation Structure Notes and Benchmarking
- Program emphasizes at-risk pay: majority of target compensation tied to objective performance metrics and multi-year equity; COO’s LTI split 60% PSUs/40% time-based RS with 3-year rTSR and four-year vesting, plus 2024 one-time 5-year cliff-vest retention grant to stabilize leadership amid portfolio transition .
- Peer group benchmarking targets approximate median size and capitalization; 2024 compensation peer group updated for sector M&A, adding Sila Realty Trust and Plymouth Industrial REIT, and removing Physicians Realty Trust, RPT Realty, and Spirit Realty Capital .
- Say-on-pay support remains strong: 95.8% approval at 2024 annual meeting, indicating investor endorsement of pay design .
Performance & Track Record
| Measure | 2023 | 2024 |
|---|---|---|
| AFFO per share | $1.41 | $1.43 (top end of guidance; historical high since 2020) |
| Net Income ($mm) | $163.3 | $169.0 |
| Occupancy | 99.4% | 99.1% |
| Rent Collections | 99.8% | 99.1% |
| TSR (value of $100 initial) | $129.11 (company TSR) | $127.50 (company TSR) |
Key initiatives in Albano’s operating remit:
- Substantial completion of clinical healthcare portfolio simplification (sold 58 properties for $364.0mm at 7.8% cap), reweighting to industrial/retail core types .
- UNFI build-to-suit rent commencement at 7.2% cap, straight-line yield 8.6%; expansion of development pipeline .
- Capital discipline: refreshed $400mm ATM, forward equity sales, $460mm forward interest rate swaps at ~3.73% fixed, and maintained revolver capacity .
Employment Terms
| Item | Detail |
|---|---|
| Agreement Date/Term | Amended effective Feb 28, 2023; term to Dec 31, 2026 . |
| Ownership/Conduct Policies | Ownership guidelines; hedging/pledging prohibition; clawback compliant with SEC/NYSE . |
| Indemnification | Standard indemnification agreements; no pending material litigation disclosed . |
Investment Implications
- Pay-for-performance alignment is robust: Albano’s bonus and PSUs are anchored to AFFO/share, leverage, occupancy, and relative TSR, with an absolute TSR modifier adding discipline; the 2021 rTSR outcome evidences realized performance linkage .
- Retention risk appears contained near-term: the 2024 special five-year cliff-vest retention RS (80,673 shares, vesting 2/28/2029) and annual four-year RS tranches concentrate unvested equity, reinforcing long-term alignment; monitor annual vesting events around late February for potential Form 4 activity .
- Governance safeguards reduce red flags: no hedging/pledging, clawback policy, double-trigger CIC equity treatment, “best-net” 280G, and no SERP or single-trigger vesting; strong say-on-pay support (95.8%) further lowers governance risk .
- Operating execution supports incentive attainment: 2024 metrics achieved or exceeded targets (AFFO/share, leverage, occupancy), consistent with Albano’s COO remit and bonus scorecard design .