Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Interim Chief Financial Officer Resignation
On April 3, 2023, Lori Wittman, Interim Chief Financial Officer and Treasurer of
NETSTREIT Corp. (the "Company"), notified the Company of her intent to resign
from such positions effective April 7, 2023. Ms. Wittman will continue to serve
as a director of the Company.
Chief Financial Officer Appointment
On April 3, 2023, the Company announced the appointment of Daniel P. Donlan as
its Chief Financial Officer and Treasurer, effective April 10, 2023. Mr. Donlan
previously served as Senior Vice President, Head of Capital Markets at Essential
Properties Realty Trust, Inc. (NYSE: EPRT), a net lease REIT focused on
sale-leaseback transactions with middle-market tenants, from February 2018
through March 2023. Prior to that, Mr. Donlan was a Managing Director at
Ladenburg Thalmann & Co. from January 2013 to January 2018, where he served as
the company's lead REIT research analyst. Prior to that, Mr. Donlan was as a
Vice President at Janney Capital Markets where he worked from June 2007 to
January 2013, and an associate research analyst at BB&T Capital Markets where he
worked from April 2004 to May 2007. Mr. Donlan began his career as a sales and
leasing associate at Thalhimer Cushman & Wakefield in Richmond, VA. Mr. Donlan
received a B.B.A. in Finance from the University of Notre Dame. There are no
transactions or relationships between the Company and Mr. Donlan that are
reportable under Item 404(a) of Regulation S-K.
In connection with his appointment, on March 24, 2023, NETSTREIT Management, LLC
entered into an Executive Employment Agreement, effective April 10, 2023, with
Mr. Donlan (the "Employment Agreement"). The Employment Agreement provides for,
among other things: (1) an annual base salary of $350,000; (2) an annual cash
incentive bonus with a target bonus opportunity of 100% of annual base salary,
with the actual amount earned ranging from 0% to 200% of target based on actual
achievement against performance metrics to be established by the Compensation
Committee of the Board of Directors of the Company (the "Compensation
Committee"); (3) an initial equity grant to be made on Mr. Donlan's start date
with an aggregate grant date fair value of $650,000, which will vest in
substantially equal annual installments on each of the first three anniversaries
of the grant date; (4) relocation expense reimbursement in an amount not to
exceed $25,000 in connection with Mr. Donlan's relocation to the Dallas, Texas
area; (5) eligibility to receive annual long term incentive compensation awards
in form, including vesting restrictions, in an amount determined in the sole
discretion of the Compensation Committee; and (6) participation in the Company's
employee benefit and welfare plans. The Employment Agreement provides for a
three-year term, with automatic one-year renewals thereafter unless either party
provides 60 days' notice of intent not to renew the term.
Pursuant to the Employment Agreement, in the event Mr. Donlan is terminated
without "cause" or for "good reason" outside of a "change in control" (each term
as defined in the Employment Agreement), subject to a general release of claims
in favor of the Company, he would be entitled to: (1) cash severance equal to
the sum of his base salary and his target bonus opportunity; (2) any earned but
unpaid annual bonus with respect to the year prior to the year of the
termination; (3) a pro rata bonus for the year of the termination (based on
actual performance); (4) full acceleration of time-based equity awards and
pro-rated vesting of performance-based equity awards, based on actual
performance; and (5) Company payment of the cost of continued health coverage
for up to 18 months post-termination ("Non-CIC Benefits"). If the termination
without cause or for good reason occurs at the time of or within the 12 months
following a change in control, then in addition to the other Non-CIC Benefits,
Mr. Donlan's cash severance would increase to the sum of two times the sum of
his base salary and target bonus opportunity. In the event that Mr. Donlan's
employment is terminated due to his death or disability, he is entitled to: (1)
a cash payment equal to two months' base salary; (2) any earned but unpaid
annual bonus with respect to the year prior to the year of the termination; (3)
a pro rata bonus for the year of the termination (based on actual performance);
(4) accelerated vesting of equity awards as set forth above for a termination
without cause; and (5) Company payment of the cost of continued health coverage
for up to 18 months.
The foregoing description of the Employment Agreement is qualified in its
entirety to the Employment Agreement filed as Exhibit 10.1 and incorporated by
reference herein.
Item 7.01. Regulation FD Disclosure.
On April 3, 2023, the Company issued a press release announcing the appointment
of Mr. Donlan as Chief Financial Officer and Treasurer. A copy of the press
release is furnished as Exhibit 99.1 and incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Employment Agreement, dated March 24, 2023, between NETSTREIT
10.1* Management, LLC and Daniel P. Donlan.
99.1 Press release dated April 3, 2023.
Cover page interactive data file (embedded within the inline XBRL
104 document).
* Management contract or compensatory plan or arrangement.
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