NETSTREIT CORP (NTST)
Sector: Real Estate
2026 Annual Meeting Analysis
NETSTREIT CORP · Meeting: May 14, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Manheimer has served as CEO and director since 2019 and is subject to the TSR trigger, but NTST's 3-year total return of +23.0% is a strong positive result and the gap versus the compensation peer group median (+9.3pp outperformance) falls well short of the 65pp underperformance threshold required to trigger a vote against; no overboarding, attendance, or independence concerns apply.
Wittman has served since December 2019, has deep REIT finance and CFO experience, chairs the Board and serves on Audit and Compensation committees as an independent director, TSR performance during her tenure is strong with no underperformance trigger, and all attendance and independence requirements are met.
Christodolou has served since August 2020 with relevant investment management and public company board experience, chairs the Audit Committee (where the board has confirmed all members qualify as audit committee financial experts), stock performance during his tenure shows no underperformance trigger versus peers, and no overboarding or attendance concerns are noted.
Everett has served since August 2020 with strategy and organizational consulting experience, serves on the Compensation and Nominating committees as an independent director, the TSR trigger does not apply given the company's strong relative and absolute performance, and all attendance and independence requirements are met.
Minnis has served since October 2019 with over 25 years of commercial real estate experience and chairs the Investment Committee, stock performance during his tenure shows no underperformance trigger versus the compensation peer group, and no overboarding, attendance, or independence concerns are noted.
Troxell has served since December 2019 with extensive REIT investment expertise as a former AEW Capital Management Managing Director and CFA charterholder, chairs the Compensation Committee as an independent director, the TSR trigger does not apply, and all attendance and independence requirements are met.
Zeigler has served since July 2020 with deep commercial real estate and REIT operating experience, chairs the Nominating Committee as an independent director, stock performance during her tenure shows no underperformance trigger versus peers, and no overboarding, attendance, or independence concerns are noted.
All seven director nominees receive a FOR vote. NETSTREIT's 3-year total return of +23.0% outperforms the compensation peer group median by +9.3 percentage points, which is far below the 65pp underperformance threshold required to trigger a vote against any director under the policy. The board is 86% independent (6 of 7), has separate Chair and CEO roles, all directors attended at least 75% of meetings, audit committee members are confirmed financial experts, no director appears overboarded, and the TSR benchmark used is the ^FNER — FTSE NAREIT All Equity REITs Index for context alongside the disclosed peer group.
Say on Pay
✓ FORCEO
Mark Manheimer
Total Comp
$5,165,527
Prior Support
92%%
CEO Mark Manheimer's total reported compensation of $5,165,527 for 2025 is reasonable for a CEO of a $2.1B market cap net lease REIT, and the pay structure is strongly performance-oriented — 84% of his target compensation is variable or at-risk, well above the policy's 50-60% threshold. The pay-for-performance alignment is sound: the company's AFFO per share hit the maximum payout level ($1.31 vs. the $1.31 maximum target), leverage reached maximum performance (4.25x), and the 3-year stock performance of +23.0% outpaces both the compensation peer group median (+13.7%) and the ^FNER — FTSE NAREIT All Equity REITs Index (+10.8%). The company has a robust clawback policy compliant with NYSE/SEC rules, strong stock ownership requirements, and prior Say on Pay support of 92% indicates broad shareholder endorsement of the compensation approach.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
7 yrs
Audit Fees
$1,109,000
Non-Audit Fees
$342,000
KPMG has audited NETSTREIT since 2019 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns. The non-audit fees (tax services of $342,000) represent approximately 31% of audit fees ($1,109,000), comfortably below the 50% threshold that would signal an independence risk. KPMG is a Big 4 firm appropriate for a $2.1B market cap company, no material restatements are disclosed, and the Audit Committee has confirmed its satisfaction with KPMG's independence and quality.
Overall Assessment
NETSTREIT's 2026 annual meeting presents a clean ballot with three standard proposals: director elections, auditor ratification, and an advisory vote on executive compensation. All seven directors receive a FOR vote based on strong stock performance (3-year return of +23.0% outperforming both the compensation peer group and the ^FNER — FTSE NAREIT All Equity REITs Index), excellent board governance practices, and no triggering concerns around overboarding, attendance, or independence; KPMG's ratification is straightforward with a low non-audit fee ratio and modest 7-year tenure; and Say on Pay earns a FOR vote given a highly performance-aligned pay structure, strong operational results in 2025, and 92% shareholder support at the prior annual meeting.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing