Jonathan A. Adamo
About Jonathan A. Adamo
Jonathan A. Adamo (age 46) is Executive Vice President, Portfolio Operations at NNN REIT, Inc., overseeing Asset Management, Leasing, Underwriting, Dispositions, and Development Financing since August 2023; he joined NNN in 2003 and previously served in roles from Financial Analyst to Senior Vice President of Acquisitions . He holds a B.S. in International Business from Rollins College and an MBA from the Crummer Graduate School of Business; he is a member of ICSC . Operationally, his organization delivered portfolio occupancy of 98.5%, 94 lease renewals at 98% of prior rent, 57 new leases, and dispositions of 41 properties for $148.7 million at a 7.3% cap rate in 2024 . Company performance benchmarks tied to compensation include Core FFO per share of $3.32 (+1.8% YoY) and 3-year relative TSR at the 68.7th percentile versus Equity REIT peers (2022–2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NNN REIT, Inc. | Executive Vice President, Portfolio Operations | Aug 2023–present | Leads Asset Management, Leasing, Underwriting, Dispositions, and Development Financing; contributed to 98.5% occupancy, renewals, new leases, and dispositions in 2024 |
| NNN REIT, Inc. | Various roles (Financial Analyst; Senior Vice President, Acquisitions) | 2003–2023 | Progressively expanded responsibilities across acquisitions and underwriting; long-tenured internal leader |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICSC | Member | Not disclosed | Industry engagement and network participation |
Fixed Compensation
| Year | Base Salary ($) | Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 375,000 | 103,797 | Other includes 401(k) match and insurance; tax reimbursements relate to pre-executive grants (no tax gross-ups for executive awards since 2009) |
| 2023 | 269,807 | 105,210 | Other includes 401(k) match and insurance; tax reimbursements relate to pre-executive grants |
Performance Compensation
Annual Cash Incentive (STI) – 2024 Structure and Outcome
| Component | Weighting | Performance Target(s) | 2024 Actual | Payout (% of Salary) | Actual Award ($) |
|---|---|---|---|---|---|
| Core FFO per share | 75% | Threshold $3.20; Target $3.30; Max $3.40 | $3.32 (excluding impairments and executive retirement costs) | 90.0% | Part of total below |
| Strategic/Individual goals | 25% | Threshold 12.5%; Target 25%; Max 50% | Achieved 37.5% based on objectives (G&A ≤$48.0mm, acquisitions $565.4mm, leverage 40.5%, occupancy 98.5%) | 37.5% | Part of total below |
| Total | 100% | — | — | 127.5% | 478,125 |
Strategic achievements included $565.4 million acquisitions at 7.7% initial cash yield, G&A of $43.6 million (at target incentives; excl. leasing transaction and executive retirement costs), leverage ratio of 40.5%, and occupancy of 98.5% .
Long-Term Incentive (LTI) – 2024 Grants and Vesting Design
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Design/Performance Metric |
|---|---|---|---|---|---|
| Service-based restricted stock (30% of LTI) | 2/14/2024 | 3,494 | 138,782 | 25% per year over 4 years | Retention and ownership; dividends paid on unvested shares |
| Performance-based restricted stock (70% of LTI) | 2/14/2024 | Threshold 2,038; Target 8,154; Max 16,307 | 449,910 | 3-year cliff (vests Jan 1, 2027) | 3-year relative TSR vs NAREIT All Equity REIT Index; 25%/100%/200% of target at 25th/50th/75th percentile |
LTI outcomes: The 2022 grant cycle (Dec 31, 2022–Dec 31, 2024) paid 174.8% of target based on 68.7th percentile 3-year TSR; Adamo had 7,925 shares vest in 2024 valued at $426,959 .
Vesting Schedules and Potential Selling Pressure
| Year | Service-based Restricted Shares Scheduled to Vest |
|---|---|
| 2025 | 7,249 |
| 2026 | 15,749 |
| 2027 | 4,248 |
| 2028 | 873 |
Performance-based 2024 awards vest, if earned, on January 1, 2027 based on 3-year relative TSR (ten-day average pricing at start and end of period) .
Equity Ownership & Alignment
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 100,266 | Includes 66,192 restricted shares; 25,990 with sole voting power and 40,202 with no voting power |
| Unvested service-based restricted shares (market value) | 28,119; $1,148,661 | Scheduled vesting: 2025–2028 per above |
| Unearned performance-based shares outstanding (max potential; market value) | 16,307; $666,141 | 2024 grant; actual vesting contingent on TSR results through Dec 31, 2026 |
| Shares pledged as collateral | None disclosed; policy prohibits pledging | |
| Hedging/short selling | Prohibited by policy for all employees and directors | |
| Ownership guidelines | 3x salary for Covered Persons other than CEO; service-based restricted stock counts; performance shares do not until vested | |
| Indicative value of holdings vs guideline | ~$4,095,866 (100,266 × $40.85; calculated) | Using Dec 31, 2024 closing price; indicative only—company assesses compliance annually |
Employment Terms
| Provision | Summary (Adamo) |
|---|---|
| Plan participation | Executive Severance Plan participant; letter agreement effective Aug 14, 2023 |
| Termination without cause / for good reason | Cash equal to 1.5× salary and 1.5× average bonus (paid over 12 months), 1 year of health coverage, vesting of time-based equity, pro-rata vesting of performance-based equity based on actual performance |
| Change-of-control termination | Cash equal to 2.0× salary and 2.0× average bonus (paid over 12 months), prorated target bonus for year of termination, 1 year of health coverage, vesting of time-based equity and pro-rata vesting of performance-based equity based on actual performance |
| Standalone change-of-control equity | On change-of-control, vest time-based equity; performance awards vest at target if CoC occurs prior to vesting |
| Restrictive covenants | Non-compete, non-solicit, non-disclosure, non-disparagement; severance contingent on release and covenant compliance |
| Excise tax | Best-net cutback (no gross-up) |
| Clawback | Incentive-based compensation recoupment in event of material restatement (3-year lookback) |
Estimated Termination Values (as of Dec 31, 2024; $40.85 share price)
| Scenario | Salary ($) | Severance Payments ($) | Bonus ($) | Accelerated Equity ($) | CoC Payment ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death or Disability | 62,500 | — | 375,000 | 1,258,581 | — | 39,258 | 1,735,339 |
| Termination (other than CoC) | — | 1,077,018 | — | 1,481,752 | — | 39,258 | 2,598,028 |
| Termination in CoC | — | 1,436,024 | — | 1,481,752 | 375,000 | 39,258 | 3,332,034 |
| Retirement termination | — | — | 375,000 | 1,258,581 | — | — | 1,633,581 |
Performance & Track Record
- Led due diligence, disposition, asset management, leasing and development teams; oversaw lease renewals (94 at 98% of prior rent), executed 57 new leases, and dispositions (41 properties; $148.7 million net proceeds; 7.3% cap rate), supporting 98.5% occupancy at year-end 2024 .
- STI payout reflected Core FFO per share slightly above target at $3.32, strategic objectives fully met, and individual goals achieved; total payout 127.5% of salary .
- Company-level benchmarking: NNN’s 3-year relative TSR at the 68.7th percentile drove a 174.8% PSU payout for 2022–2024 .
Compensation Committee & Benchmarking
- Peer group of 13 REITs (retail-focused, investment-grade); target total direct compensation generally aimed near the 50th percentile; Adamo’s 2024 target total direct compensation was within competitive range but below median due to shorter tenure in current role at the analysis date .
- Committee uses independent consultant (Pearl Meyer) and emphasizes pay-for-performance with 70% of LTI in performance-based equity tied to 3-year relative TSR; no stock options outstanding .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support was approximately 96.8%, indicating strong investor endorsement of the compensation framework .
Compensation Structure Analysis
- Increased at-risk pay via performance shares (70% of LTI) aligns with long-term TSR; service-based RS promotes retention and ownership; no option repricing risk since options are not used .
- Ownership alignment reinforced by equity retention policy (3x salary for Covered Persons) and prohibitions on hedging/pledging; clawback policy present .
Equity Ownership & Alignment Details
| Item | Status |
|---|---|
| Beneficial ownership as % of outstanding shares | <1% (company disclosure) |
| Ownership guidelines vs holdings | Indicative holdings (~$4.10 million) exceed 3× salary guideline based on disclosed share count and year-end price; formal compliance determined by Committee |
| Pledging/Hedging | Prohibited; no pledging by directors or executive officers |
Investment Implications
- Alignment strong: high unvested equity (service-based and performance-based) and equity retention policy reduce misalignment risk; prohibitions on hedging/pledging and clawback support governance quality .
- Retention risk moderate: meaningful vesting tranches in 2025–2026 (service-based restricted shares) and a performance cliff in 2027 create retention incentives; watch potential liquidity events around annual vest dates (e.g., 7,249 shares in 2025; 15,749 in 2026) for selling pressure .
- Change-of-control economics: 2× salary and bonus multiples plus equity vesting create standard REIT market protections; excise tax cutback (no gross-up) is shareholder-friendly .
- Execution signals: 2024 operational outcomes (occupancy, leasing renewals, dispositions) and fully met strategic objectives drove above-target STI payout; continued focus on TSR-linked LTI implies management confidence in value creation relative to peers .