Mark Manheimer
About Mark Manheimer
Mark Manheimer, 48, has served as NETSTREIT’s President, Chief Executive Officer and Director since October 2019. He holds a B.S. in Finance (University of Florida) and an M.B.A. (University of Notre Dame). Prior roles include Chief Investment Officer at EB Arrow and senior leadership at Spirit Realty, Cole, and Realty Income, with earlier experience at Patriarch Partners and First Union Securities . Under his leadership, NETSTREIT maintained 99.9% occupancy, 9.8-year WALT, and a portfolio with 56% investment-grade tenants as of 12/31/2024; 2024 results included a GAAP net loss of $12.0M but Core FFO/AFFO of $1.26 per diluted share, reflecting underlying cash generation . The CEO’s pay program is highly performance-weighted (84% at-risk in 2024), with LTI focused 60% on PSUs tied to absolute and relative TSR and 40% on time-vested RSUs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NETSTREIT Corp. | President, CEO, Director | Oct 2019–present | Led growth of defensive net-lease retail portfolio; high occupancy, long WALT; investment-grade tilt . |
| EB Arrow | Chief Investment Officer; Fund Manager, Single Tenant Net Lease Group | Feb 2018–Oct 2019 | Led net-lease strategy and capital deployment . |
| Spirit Realty Capital (NYSE: SRC) | EVP – Head of Asset Management; Investment & Executive Committee member | 2012–2016 | Oversaw portfolio/asset management for large net-lease REIT . |
| Cole Real Estate | Head of Sale-Leaseback Acquisitions | 2009–2012 | Originated SLB deals; disciplined underwriting . |
| Realty Income (NYSE: O) | Underwriting (net-lease) | N/A (prior to 2009) | Underwrote net-lease transactions . |
| Patriarch Partners | Investing/distressed management | N/A | Turnaround and special situations investing . |
| First Union Securities | Leveraged Finance | N/A | Capital markets and leveraged finance experience . |
External Roles
No current external public-company directorships disclosed in the proxy .
Fixed Compensation
Multi-year cash compensation and CEO target opportunity:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 700,000 | 700,000 |
| Non-Equity Incentive (STI) Paid ($) | 687,334 | 978,426 | 831,775 |
| CEO Target STI ($) | — | — | 700,000 |
| CEO Target STI (% of base) | — | — | 100% |
Notes: 2024 STI payout equaled 118.8% of target based on results vs goals . CEO target total direct comp for 2024 was $4.4M (base $700k, target STI $700k, target LTI $3.0M) .
Performance Compensation
Annual STI design and outcome (FY 2024)
| Metric | Weight | Threshold | Target | Max | Actual | Achievement (% of target) | Weighted payout |
|---|---|---|---|---|---|---|---|
| AFFO/Share | 35% | $1.23 | $1.27 | $1.30 | $1.26 | 87.5% | 30.6% |
| Investment Grade/IG Profile % (avg) | 15% | 75% | 80% | 85% | 78.8% | 88.0% | 13.2% |
| Leverage (Adj. net debt/EBITDA, avg) | 15% | 5.25x | 4.75x | 4.25x | 3.75x | 200.0% | 30.0% |
| Cash G&A ($m) | 15% | 14.5 | 14.0 | 13.5 | 13.0 | 200.0% | 30.0% |
| Subjective (1–5 scale) | 20% | 1 | 3 | 5 | 2 | 75.0% | 15.0% |
| Total | 100% | 118.8% |
- 2024 STI paid: $831,775 (118.8% of $700k target). 75% was elected in RSUs via the Alignment of Interest Program, with an additional 0.25x “kicker” RSUs; remaining 25% in cash .
Long-Term Incentives (granted 2024; CEO)
| Award | Grant date | Shares/Target | Grant date value ($) | Vesting / Performance |
|---|---|---|---|---|
| Time-vested RSUs | 2/16/2024 | 69,244 | 1,199,999 | 3 equal annual tranches starting 2/16/2025, service-based . |
| Performance Stock Units (TSR) | 2/16/2024 | 114,109 target | 1,799,995 | 3-year performance ending 12/31/2026; 60% Absolute TSR (18%/24%/30% for 50/100/200%), 40% Relative TSR vs 31-company group (35th/55th/75th percentile for 50/100/200%); 0–200% payout . |
| Supplemental RSUs | 3/8/2024 | 14,526 | 252,752 | Corrected 2023 admin shortfall; 3 equal annual tranches from grant date . |
Historical PSU outcome: 2021 PSU vested at 51.4% of target based on Absolute TSR of 6% (below threshold) and Relative TSR at 61st percentile .
Alignment of Interest Program
- Executives can elect up to 75% of STI as RSUs with a 0.25x additional RSU multiplier; RSUs vest over 3 years; awards accelerate on termination without cause/good reason; 1-year post-vest holding applied to performance awards .
Equity Ownership & Alignment
- Beneficial ownership (3/18/2025): 307,072 shares (<1% of outstanding 81,698,942). Unvested RSUs excluded from count (243,368 for CEO) . No shares pledged by any executive or director .
- Outstanding unvested awards at 12/31/2024 (CEO):
| Instrument | Unvested units (#) | Indicative value basis | Notes |
|---|---|---|---|
| RSUs (various grants) | 69,244; 14,526; 28,230; 7,057; 30,379; 11,348; 2,837; 13,852; 6,639; 1,661; 6,111 | $14.15/sh for YE 2024 valuation | Time-based; schedules vary (primarily 3-year annual tranches) . |
| PSUs (unearned at threshold reporting) | 57,055; 31,984; 30,837 | $14.15/sh assuming threshold or target per SEC presentation | 2024–2026 TSR plan and prior cycles; payouts 0–200% . |
- Ownership guidelines: CEO required to hold stock equal to 6x salary; all officers and directors in compliance as of 12/31/2024; must retain 50% of net shares until compliant; PSUs subject to 1-year post-vest hold .
- Hedging/pledging: Prohibited for directors, officers, employees; margin accounts also prohibited .
Vesting/cadence and potential selling pressure:
- Time-vested RSUs from 2024 grants vest in equal tranches on 2/16/2025, 2/16/2026, 2/16/2027; supplemental RSUs vest on the three anniversaries of 3/8/2024 . PSUs cliff-vest 12/31/2026 subject to TSR outcomes and a 1-year post-vest hold, limiting near-term sell pressure . The retention rule (50% net shares) further reduces net shares available for sale until guideline compliance .
Employment Terms
- CEO employment agreement (amended and restated 2/22/2022): 3-year term with automatic 1-year renewals; target bonus 100% of base; LTI at Committee’s discretion; non-renewal by company is deemed termination without cause .
- Potential payments as of 12/31/2024:
| Scenario | Cash severance | RSU accel. | PSU accel. (assumed at target unless noted) | COBRA | STI treatment | Total |
|---|---|---|---|---|---|---|
| Termination without cause / Good reason | 2,800,000 | 2,715,159 | 3,392,477 | 33,734 | 831,775 | 9,773,144 |
| With Change in Control | 4,200,000 | 2,715,159 | 3,392,477 | 33,734 | 831,775 | 11,173,144 |
| Death/Disability | 116,667 | 2,715,159 | 3,392,477 | 33,734 | 831,775 | 7,089,811 |
- Equity plan/change-in-control treatment: The plan allows for assumption/substitution, early exercisability, modification to add vesting triggers, deeming of performance at target/maximum/actual, or cash/stock settlement at the administrator’s discretion; awards are subject to clawback under SEC/NYSE rules .
Board Governance
- Board service: Director since 2019; not independent due to CEO role; not a member of Board committees .
- Governance structure: Separate non-executive Chair (Lori Wittman since Oct 2024); six of seven directors independent; independent committees (Audit, Compensation, Nominating, Investment) . Board held 7 meetings in 2024; executive sessions of non-employee directors are held regularly .
- Director compensation: Employee directors (including CEO) receive no separate director fees .
Board service history and dual-role implications:
- Dual role as CEO and Director is mitigated by an independent Chair and a majority-independent board/committees, which reduces CEO/Chair concentration risk and enhances oversight .
Compensation Structure Analysis
- Mix and risk profile: 84% of 2024 CEO target direct compensation at-risk; LTI 60% PSUs creates strong linkage to TSR, including both absolute (8% annualized at target) and above-median relative performance to earn target .
- STI rigor and alignment: 80% of STI tied to financial/operational metrics (AFFO/share, portfolio credit quality, leverage, Cash G&A), with formulaic outcomes and modest qualitative overlay (20%) . 2024 results emphasized deleveraging and cost control (max payouts for leverage and Cash G&A) while AFFO/share landed slightly below target .
- Shareholder feedback: 2024 say-on-pay support was ~91% after outreach and program refinements (raised CEO ownership to 6x, expanded ability to take STI in RSUs) .
- Governance safeguards: Robust clawback policy (Dodd-Frank compliant), no hedging/pledging, no liberal CIC definition, no evergreen, no repricing without shareholder approval; predictable grant timing .
Performance Context
Financial trajectory (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 93,934,000 | 123,967,000 | 150,823,000 |
| EBITDA ($) | 64,411,000* | 94,860,000 | 125,281,000* |
Values with asterisk retrieved from S&P Global.
Operational highlights 2024: 687 properties, 12.6M sq ft, 99.9% occupied, ABR $165.1M; investment-grade tenants 56% of ABR; weighted-average lease term 9.8 years .
Equity Grants Detail (2024 CEO)
| Component | Shares | Value ($) | Notes |
|---|---|---|---|
| PSUs (target) | 114,109 | 1,799,995 | TSR-based; 0–200% payout in 2026 . |
| RSUs (annual) | 69,244 | 1,199,999 | 3-year pro-rata vesting . |
| RSUs (supplemental) | 14,526 | 252,752 | 3-year pro-rata vesting . |
| Additional RSUs (Alignment, from 2023 STI) | 7,057 | 122,298 | 0.25x multiplier RSUs (timing 2024) . |
2024 STI payout elections produced additional RSUs in 2025 under the Alignment program (CEO 10,682 Additional RSUs for 2024 STI), to be reported in 2025 SCT .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no pledged shares disclosed .
- Clawback policy in place per SEC/NYSE rules; applies irrespective of misconduct .
- No stock option grants; Plan prohibits repricing without shareholder approval .
- Cyber/controls: Company disclosed a 2024 business email compromise loss ($2.8M net) and control enhancements, but this is a corporate—not executive-specific—risk .
Employment & Contracts – Additional Terms
- Agreement length: 3 years with auto-renew; non-renewal by company treated as termination without cause .
- Severance economics imply multiples (amounts correspond to 2x base+bonus w/o CIC and 3x with CIC), but proxy discloses absolute amounts rather than explicit multiples .
Investment Implications
- Pay-for-performance alignment is strong: STI emphasizes AFFO, credit quality, leverage, and cost discipline; LTI requires absolute TSR (8% annual at target) and above-median relative TSR for 100% payout, with a 1-year post-vest hold, curbing short-termism .
- Near-term selling pressure appears limited by retention/holding rules and large PSU component; major vestings occur over 2025–2027 for RSUs and 2026 for PSUs, with additional Alignment RSUs layering in over three years .
- Governance mitigates CEO dual-role risk via separate Chair and majority-independent board/committees; robust anti-hedging and clawback protections add alignment .
- Ownership is modest (<1%), but guideline of 6x salary and 50% net share retention support ongoing skin-in-the-game; no pledged shares reduce downside governance risk .
- Company fundamentals show continued scale-up (revenues/EBITDA growth) and defensive portfolio positioning, consistent with incentive focus on quality and leverage; nonetheless, GAAP net loss in 2024 underscores the importance of cash-based metrics (AFFO) used for incentives and table above.
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