William D. Garner
About William D. Garner
William D. Garner is Senior Vice President, Acquisitions at Broadstone Net Lease (BNL), promoted March 19, 2024; he joined BNL in 2018 and is age 40 . He holds a B.A.A. in Risk Management and an MBA in Finance from the University of Georgia, and previously served as Vice President in SunTrust Robinson Humphrey’s Structured Real Estate group (now Truist Securities) and worked at Marsh in its property practice . Company performance during his tenure included 2024 net income of $169.0 million, AFFO of $282.0 million (+1.4% y/y), economic occupancy of 99.1%, and $404.8 million of investments with 7.3% initial cash cap rates; 2023 TSR was ~14% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadstone Net Lease (BNL) | Senior Vice President, Acquisitions | Mar 2024–present | Oversees all acquisition and build-to-suit development activities, including pipeline sourcing and underwriting |
| Broadstone Net Lease (BNL) | Vice President, Acquisitions | 2018–Mar 2024 | Led property acquisitions and supported portfolio strategy amidst healthcare portfolio simplification |
| SunTrust Robinson Humphrey (Truist Securities) | Vice President, Structured Real Estate | 2012–2018 | Originated and structured real estate capital solutions |
| Marsh | Property Practice (various roles) | 2007–2010 | Property risk and insurance advisory |
External Roles
- Not disclosed for Garner in the proxy filings reviewed. (No data available in DEF 14A)
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $285,000 (increased from $260,000 upon promotion, effective Mar 19, 2024) |
| Target Bonus (% of Salary) | 65% |
| Threshold / Maximum Bonus (% of Salary) | 30% / 100% |
| Actual Bonus Paid ($, awarded Feb 2025) | $277,472 |
Performance Compensation
Annual Bonus Scorecard (Company-wide metrics applied to NEOs, FY 2024)
| Metric | Weight | Threshold | Target | Maximum | Actual/Result |
|---|---|---|---|---|---|
| AFFO per Share | 50% | $1.390 | $1.410 | $1.430 | $1.428 |
| Net Debt / Annualized Adjusted EBITDAre | 15% | 5.75x | 5.50x | 5.25x | 5.03x |
| Economic Occupancy | 10% | 97.0% | 98.0% | 99.0% | 99.1% |
| Structured Discretionary Program | 25% | 78 pts | 104 pts | 130 pts | 124 pts; 95% achievement |
Long-Term Incentive Mix and Awards (FY 2024)
| Component | Weighting | Description |
|---|---|---|
| Time-Based Restricted Shares | 60% (SVP level) | Vest 25% annually over four years |
| Performance-Based RSUs (rTSR) | 40% (SVP level) | Three-year performance vs rTSR peer group (50%) and MSCI US REIT Index (50%) with 0–200% payout; 25% reduction if absolute TSR is negative (not below target) |
| Award (Grant Date) | Grant Value ($) | Shares/Units | Vesting |
|---|---|---|---|
| Standard time-based RS (Feb 28, 2024) | $150,000 | 9,830 (includes 6,454 RS granted 2/28/24; plus 3,376 RS at promotion) | 25% per year over four years (Feb 28, 2025–2028) |
| Promotion grant RS (Mar 19, 2024) | $250,000 | 16,879 RS; line item shows 20,255 RS issued on 3/19/24 (promotion-related) | Ratably over three years (Feb 28, 2025–2027) |
| Performance-based RSUs (Feb 28, 2024) | $100,000 (target) | 6,752 RSUs (0–200% payout) | Vest at end of 3-year performance period (Feb 28, 2027) |
| One-time retention RS (Mar 19, 2024) | $500,000 | 33,757 RS | 5-year cliff vest on Feb 28, 2029 |
rTSR Payout Scale (applies to 2024 grants)
| Performance Level | Relative Rank vs Peer / MSCI | Shares Earned (% of target) |
|---|---|---|
| < Threshold | <30th percentile | 0% |
| Threshold | 30th percentile | 50% |
| Target | 55th percentile | 100% |
| Maximum | 80th percentile | 200% |
Equity Ownership & Alignment
| Policy/Guideline | Detail |
|---|---|
| Stock Ownership Guidelines | SVPs required to hold ≥1.5x current base salary; must retain ≥50% of vested stock awards until met; includes unvested time-based RS, excludes unvested performance-based RSUs |
| Hedging/Pledging | Prohibited for employees and directors (no margin accounts, pledging, short sales, or derivatives) |
| Clawback Policy | Complies with SEC/NYSE; recovery of incentive comp for three years preceding a material restatement; no misconduct requirement |
| Equity Change-in-Control Treatment | No single-trigger vesting; awards accelerate only if not assumed in a change-in-control transaction |
Note: Beneficial ownership totals and any pledging by Garner are not disclosed in the reviewed sections of the DEF 14A; company-level policy prohibits pledging .
Employment Terms
- Employment agreements providing detailed severance and change-in-control economics are disclosed for CEO and President; CFO has a severance protection agreement. Garner’s individual employment agreement terms are not disclosed; company-wide restrictive covenants and equity treatment policies apply as noted above .
- Non-compete/non-solicit, confidentiality, and non-disparagement covenants are standard in executive agreements; durations for named agreements are generally 12 months post-employment for non-compete/non-solicit .
Investment Implications
- Retention and alignment: A five-year cliff-vesting retention grant ($500k; 33,757 RS) materially ties Garner to BNL through February 2029, reducing near-term departure risk and aligning with shareholders through extended vesting .
- Near-term selling pressure: Multiple time-based tranches vest annually from 2025–2028 and promotion-related tranches from 2025–2027, which may create technical supply as awards settle; policy limits hedging/pledging, mitigating adverse signaling .
- Pay-for-performance: Annual bonus tied 75% to objective metrics (AFFO/share, leverage, occupancy) and LTIs include rTSR-based PSUs with an absolute TSR safeguard, supporting compensation-performance alignment .
- Change-in-control risk: No single-trigger vesting reduces windfall risk; however, time-based awards can accelerate if not assumed, influencing transaction economics for management retention packages .
- Governance support: Strong say-on-pay (95.8% approval in 2024) and market-based compensation peer frameworks signal investor acceptance of pay design; SVP ownership guidelines further reinforce alignment .