UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

BROADSTONE NET LEASE, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statements, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 23, 2018

27, 2020

Dear Fellow Stockholder of Broadstone Net Lease, Inc.:

You are cordially invited to attend the 20182020 Annual Meeting of Stockholders (the “Annual Meeting”) of Broadstone Net Lease, Inc. (the “Company”“Company��), which is to.  The meeting will be held on Tuesday,Thursday, May 8, 2018,7, 2020, at 3:4:30 p.m., Eastern Time.  The Annual Meeting will be conducted as a “virtual meeting” of stockholders. You may attend the Annual Meeting virtually, and vote your shares electronically, by visiting www.proxypush.com/BNL.  In order to attend, you must register in advance at www.proxypush.com/BNL prior to the deadline of Thursday, April 30, 2020 at 5:00 p.m., Eastern Time, atTime. Upon completing your registration, you will receive further instructions via email that you must follow to attend the Dryden Theatre atAnnual Meeting. The decision to hold a virtual meeting this year was not taken lightly. The health and well-being of our stockholders and employees is our top priority.  Given the George Eastman Museum, 900 East Avenue, Rochester, New York. Our directorsongoing COVID-19 pandemic and officers look forward to greeting you personally.

taking into account guidance from government authorities and agencies, we have determined that conducting the Annual Meeting as a virtual meeting is in the best interests of the Company, its stockholders and its employees.

At the Annual Meeting, you will be asked to: (i) elect the director nominees described in the enclosed proxy statement to our Board of Directors; (ii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018;2020; and (iii) consider and act on such other matters as may properly come before the Annual Meeting and any adjournment thereof.

Our Board Shareholders of Directors has fixedrecord at the close of business on March 1, 2018, as the record date for this annual meeting. Only record holders of shares of our common stock at the close of business on the record date2020 are entitled to notice of andvote at this meeting or any adjournment.

We encourage you to vote atattend the Annual Meeting or any adjournment or postponement thereof.

Ifby logging into the webcast. Regardless of whether you are planning on attendingplan to attend the meeting,Annual Meeting, we encourage you are welcome to vote in person; however, it would beadvance by mail, phone or internet, as described in further detail later in this Proxy Statement.  It is helpful for us to receive as many votes as possible in advance, so that we can be assured of having a quorum represented.

A proxy card with return envelope is enclosed for your use. This year weWe are also pleased to offer additional voting options including voting by phone or internet. Further instructions are located on the enclosed proxy card. Should you have any questions about the process or any of the candidates, please feel free to contact us. Your support is important to us and we look forward to seeing you at the Annual Meeting.

Sincerely,

800 Clinton Square

Rochester, New York 14604

NOTICE IS HEREBY GIVEN that the 20182020 Annual Meeting of Stockholders (“Annual Meeting”) of BROADSTONE NET LEASE, INC. (the “Company”) will be held at 3:004:30 p.m., Eastern Time, on Tuesday,Thursday, May 8, 2018,7, 2020.  The Annual Meeting will be a completely “virtual meeting” of stockholders. You may attend the Annual Meeting virtually, and vote your shares electronically, by visiting www.proxypush.com/BNL.  In order to attend, you must register in advance at www.proxypush.com/BNL prior to the Dryden Theatredeadline of Thursday, April 30, 2020 at 5:00 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email that you must follow to attend the George Eastman Museum, 900 East Avenue, Rochester, New York.Annual Meeting.

In addition to providing stockholders a report on the business of the Company, theThe Annual Meeting will be held for the following purposes:

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

The Board of Directors of the Company set the close of business on March 1, 2018,2020, as the record date (the “Record Date”) for the Annual Meeting. Only stockholders whose names appear on the stock register of the Company at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof. This proxy statement and proxy card are being mailed to stockholders on or about March 23, 2018.27, 2020.

Your vote is very important without regard to the number of shares you own on the Record Date. Although you are invited to attend the meeting and vote your shares in person,electronically, if you are unable to attend, you can authorize a proxy to vote your shares easily and quickly by mail or over the internet or by telephone. In order to authorize your proxy by mail, please indicate your voting instructions on the enclosed proxy ballot, date and sign it, and return it in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States. In order to authorize your proxy by telephone or over the internet, follow the instructions on the enclosed proxy card.

If, after providing voting instructions, you later decide to change your vote, you may do so by (i) attending the meeting,Annual Meeting, including any adjournments or postponements thereof, revoking your proxy and voting your shares, in person, or (ii) submitting a new proxy authorization by mail, via the internet or by telephone. Your subsequent proxy authorization will supersede any proxy authorization you previously made.

TABLE OF CONTENTS

800 Clinton Square

Rochester, New York 14604

We are providing you with this proxy statement, which contains information about the items to be voted upon at the 20182020 Annual Meeting of Stockholders (the “Annual Meeting”). Our principal executive offices are located at 800 Clinton Square, Rochester, New York 14604. The words “we,” “us,” “our,” or “Company,” refer to Broadstone Net Lease, Inc.

When and where is the Annual Meeting?

The Annual Meeting will be held on Tuesday,Thursday, May 8, 2018,7, 2020, at 3:4:30 p.m., Eastern Time. The Annual Meeting will be a completely “virtual meeting” of stockholders. You may attend the Annual Meeting virtually, and vote your shares electronically, by visiting www.proxypush.com/BNL.  In order to attend, you must register in advance at www.proxypush.com/BNL prior to the deadline of Thursday, April 30, 2020 at 5:00 p.m., Eastern Time, atTime. Upon completing your registration, you will receive further instructions via email that you must follow to attend the Dryden Theatre atAnnual Meeting.

The decision to hold a virtual meeting this year was not taken lightly. The health and well-being of our stockholders and employees is our top priority.  Given the George Eastman Museum, 900 East Avenue, Rochester, New York.

ongoing COVID-19 pandemic and taking into account guidance from government authorities and agencies, we have determined that conducting the Annual Meeting as a virtual meeting is in the best interests of the Company, its stockholders and its employees.

What is this document and why did I receive it?

This proxy statement and the enclosed proxy card are being furnished to you as a stockholder of Broadstone Net Lease, Inc. because our Board of Directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement contains information that stockholders should consider before voting on the proposals to be presented at the Annual Meeting.

We intend to mail this proxy statement and accompanying proxy card on or about March 23, 2018,27, 2020, to all stockholders of record entitled to vote at the Annual Meeting.

What is a Proxy?

A proxy is a person who votes the shares of stock of another person who is not able to attend a meeting. The term “proxy” also refers to the proxy card or other method of appointing a proxy. When you submit your proxy, you are appointing the designated officers of the Company as your proxy and you are giving them authority to vote your shares of common stock at the Annual Meeting. The appointed proxies will vote your shares of common stock as you instruct, unless you submit your proxy without instructions. If you submit your proxy without instructions, the proxies will vote in accordance with the recommendation of our Board of Directors with respect to any proposals to be voted upon or, in the absence of such a recommendation, in their discretion. If you do not submit your proxy, the proxies will not vote your shares of common stock. Therefore, it is important for you to return the proxy card to us (or submit your proxy via telephone or electronically) as soon as possible, regardless of whether you plan on attending the meeting.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will vote upon the following two proposals:

Our management will also provide attendees with a presentation and respond to questions from our stockholders. In addition, representatives of Deloitte & Touche LLP, our independent registered public accounting firm, are expected to be available during the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to questions from our stockholders.

How is this solicitation being made and who will bear the costs of soliciting votes?

votes?

Solicitation of proxies will be primarily by mail. Our directors, officers, and our manger’s employees, none of whowhom will receive additional compensation for their services, may also solicit proxies by telephone, in person, or by e-mail. We have hired Donnelley Financial Solutions (“Donnelley”) and Mediant Inc. (“Mediant”) to assist us in the distribution of our proxy materials and for the solicitation of proxy votes.

materials.  

All the expenses of soliciting proxies, including preparing, assembling, printing, and mailing the materials used in the solicitation of proxies will be borne by us, and we will pay Donnelley and Mediant customary fees and expenses for these services.

  We do not anticipate any expenses attributed to the solicitation of proxies at this time.

Will my vote make a difference?

Yes! Your vote is needed to ensure that the proposals can be acted upon. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder proxies. We encourage you to participate in the governance of our Company.

Who is entitled to vote?

Holders of record of our shares of common stock, $0.001 par value per share (the “Common Stock”), as of the close of business on March 1, 20182020 (the “Record Date”), are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting, or any postponements or adjournments of the Annual Meeting. As of the Record Date, there were 19,377,843.74526,852,774.932 shares of our Common Stock issued and outstanding and entitled to vote at the Annual Meeting. Each such outstanding share of Common Stock entitles its holder to cast one vote on each proposal to be voted on during the Annual Meeting.

What constitutes a quorum?

A quorum of stockholders is required for stockholders to take action at the Annual Meeting, except that the Annual Meeting may be adjourned if less than a quorum is present. The presence, either in person or by proxy, of at least a majority of the shares of Common Stock entitled to votebe cast at the Annual Meeting on any matter will constitute a quorum. If a quorum is not present at the Annual Meeting, or if a quorum is present but sufficient votes to approve a proposal are not received, the chairman of the Annual Meeting may adjourn the Annual Meeting from time to time to a date not more than 120 days from the original Record Date to permit further solicitation of proxies.

How is quorum determined?

For the purpose of determining whether a quorum is present at the Annual Meeting, we will count shares represented in person or by properly executed proxy. We will treat shares that abstain from voting as to a particular matter and broker non-votes (defined below) as shares that are voted “For,” “Against,” “Abstain”, or “Withhold”, as applicable, will be treated as being present at the Annual Meeting. Accordingly, if you have returned a valid proxy or attend the Annual Meeting, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters. Broker non-votes (defined below) will also be counted as present for purposes of determining whetherthe presence of a quorum exists, but we will not count them as votes cast on such matter.quorum. A “broker non-vote” occurs when a broker does not vote on a matter on the proxy card because the broker does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.

How Many Votes Are Required to Approve Each Proposal?

Election of Directors. Under Maryland law andYou may vote “FOR”, “AGAINST” or “WITHHOLD” for each director nominee. Pursuant to the Company’s Second Amended and Restated Bylaws Directors will be elected by(“Bylaws”), in an uncontested election, a pluralitymajority of the votes cast at the Annual Meeting. TwoMeeting is required to elect each Director. “Majority of votes cast” means that the number of

shares voted “FOR” a Director’s election exceeds 50% of the nomineestotal number of votes cast with respect to our Boardthat Director’s election, with votes “cast” including all votes “FOR”, “AGAINST” and “WITHHOLD.” There is no cumulative voting in the election of Directors have been nominated by Broadstone Asset Management, LLC, the Company’s asset manager (the “Asset Manager”). Pursuant to the Voting Agreement and Irrevocable Proxy contained in your Subscription Agreement for shares of Common Stock, you have designated officers of the Company to vote your shares in favorDirectors. For purposes of the election of these nominees. With respect to

Directors, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the remaining seven nominees,result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. The officer holding the proxies solicited in connection with this Annual Meeting will vote the shares as designated on the proxy, or if no such designation is made, in favor of the election of the nominees.

Ratification of Auditors. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2020. The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2018,2020, requires the affirmative vote of at least a majority of all votes cast at the Annual Meeting in person or by proxy. AnyFor purposes of the vote on the ratification of Deloitte & Touche LLP, any shares not voted (whether by abstention, broker non-vote, or otherwise) will not be counted as a votes cast and will have no impact on the vote.result of the vote, although abstentions will count toward the presence of a quorum.

How do I vote?

If you are a registered stockholder as of the Record Date, you may vote in personelectronically by attending the Annual Meeting. If you intendMeeting and following instructions to vote in person at the Annual Meeting, you must bring a valid government-issued photo identification, such as a driver’s license or a passport.vote. Additionally, you may use any of the following options for authorizing a proxy to vote your shares prior to the Annual Meeting:

If you authorize a proxy by telephone or internet, you are not required to mail your proxy card. See the attached proxy card for additional instructions on how to vote.

All proxies that are properly executed and received by us prior to the Annual Meeting, and are not revoked, will be voted at the Annual Meeting in accordance with the instructions on those proxies. If no instructions are specified on a properly executed proxy, it will be voted FOR “FOR”the election of each of the Director nominees set forth in Proposal No. 1 of this proxy statement and FOR“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm as set forth in Proposal No. 2.

2 of this proxy statement.

Even if you plan to attend the Annual Meeting, in person, we urge you to submit a proxy by mail, telephone, or via the internet to ensure the representation of your shares at the Annual Meeting.

How do I vote if I hold my shares in “street name”?

If your shares are held by your bank or broker as your nominee (that is, in “street name”), you are considered the beneficial owner of your shares, but your bank or broker are considered the record owner. You should receive a proxy or voting instruction form from the institution that holds your shares. Follow the instructions included on that form regarding how to instruct your broker to vote your shares.

If your shares are held in street name and you wish to attend the Annual Meeting and/or vote in person, you must bring your broker or bank voting instruction card and a proxy, executed in your favor, from the record holder of your shares. In addition, you must bring a valid government-issued photo identification, such as a driver’s license or a passport.

How does the Board of Directors recommend that I vote?

Unless you give other instructions on your proxy card, the individuals named on the card as proxy holders will vote in accordance with the recommendation of our Board of Directors. Our Board of Directors recommends that you vote your shares as follows:

Can I change or revoke my vote?

Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. You may revoke your proxy by: (i) delivering a written statement to the Secretary of the Company stating that the proxy is revoked, which must be received prior to the Annual Meeting; (ii) submitting a subsequent proxy with a later date (provided such proxy is received prior to the Annual Meeting); or (iii) attending the Annual Meeting virtually and voting in person (although attendance atelectronically during the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request).

Meeting.  

If we receive your proxy authorization by telephone or over the internet, we will use procedures reasonably designed to authenticate your identity, to allow you to authorize the voting of your shares in accordance with your instructions and to confirm that your instructions have been properly recorded. To revoke a proxy previously submitted by mail, telephone or internet you may simply authorize a proxy again at a later date using the procedures set forth above, but before the deadline for mail, telephone or internet voting, in which case the later submitted proxy will be recorded and the earlier proxy revoked.

If your shares are held by your broker or bank as a nominee or agent, you will need to contact the institution that holds your shares and follow its instructions for revoking a proxy.

What happens if an incumbent nominee for our Board of Directors does not receive the affirmative vote of a pluralitymajority of the votes cast at the Annual Meeting?

IfPursuant to our Bylaws, if an incumbent nominee for ourto Board of Directors does not receive the affirmative vote of a pluralitymajority of the votes cast at the Annual Meeting then under Maryland law, heand therefore is not re-elected, such incumbent Director will promptly tender his or sheher resignation to the Board of Directors for consideration. The Nominating and Corporate Governance Committee will recommend to the Board of Directors whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation within ninety (90) days following certification of the stockholder vote and will promptly disclose its decision and rationale as to whether to accept the resignation (or the reasons for rejecting the resignation, if applicable) in a press release, filing with the SEC or by other public announcement, including a posting on the Company’s web site. If any Director’s tendered resignation is not accepted by the Board of Directors, such Director will continue to serve as a “holdover director”until the next annual meeting of stockholders and until his or her successor is duly elected. In addition,elected and qualified or his or her earlier death, retirement, resignation, or removal. If any Director’s tendered resignation is accepted by the Nominating and Corporate Governance Committee of our Board of Directors, and ourthe Board of Directors will takemay fill the information into account in connection with future director nominee discussions.

resulting vacancy or decrease the size of the Board of Directors pursuant to the Bylaws.

What happens if stockholders do not ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm?

The stockholder vote on the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 is not binding on the Company. If the stockholders do not ratify the appointment, the Audit Committee will reconsider the appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

What happens if additional proposals are presented at the Annual Meeting?

Other than the matters described in this proxy statement, we do not expect any additional matters to be presented for a vote at the Annual Meeting. If other matters are presented and you are voting by proxy, your proxy grants the individuals named as proxy holders the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and then disclose the final results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”)SEC within four business days after the date of the Annual Meeting. If final voting results are not known when such Form 8-K is filed, they will be announced in an amendment to such Form 8-K within four business days after the final results become known.

How can I get additional copies of this proxy statement and additional information?

We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. You may obtain additional copies of this proxy statement and all other documents filed by us with the SEC free of charge from our website at http://investors.bnl.broadstone.com, or by calling our Investor Relations team at 585-287-6500.

Our website address is provided for your information and convenience. Our website is not incorporated into this proxy statement and should not be considered part of this proxy statement. Additionally, you may read and copy any reports, statements or other information we file with the SEC free of charge on the website maintained by the SEC at http://www.sec.gov.

You may also read and copy any reports, statements or other information we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. You may obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information regarding the public reference facilities.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Background

Our Articles of Incorporation and Amended and Restated Bylaws (“Bylaws”) provide that the number of our directors may be established, increased, or decreased by a majority of our entire Board of Directors from time to time, provided that the number of directors constituting our Board of Directors may never be less than the minimum number required by law in Maryland, our state of incorporation, or more than twelve. Our Board of Directors is currently comprised of nineeight directors, sixfive of whom are independent directors, as defined by our Articles of Incorporation (“Independent Directors”).

At the Annual Meeting, nineeight directors are to be elected for the ensuing year and until their successors are elected and qualify. Each of the nominees for director currently serves as a director of the Company and has consented to be named in this proxy statement and to continue to serve as a director if elected.  If any nominee becomes unavailable for any reason, the shares represented by proxies may be voted for a substitute nominee designated by our Board of Directors. Pursuant to the Voting Agreement and Irrevocable Proxy contained in the Subscription Agreement for shares of the Common Stock executed by each stockholder, each stockholder has designated officers of the Company to vote the stockholder’s shares in favor of the election of two individuals to be nominated by the Asset Manager. Accordingly, while nine directors are to be elected at the Annual Meeting, only seven nominees for director appear on the enclosed proxy card because an irrevocable proxy to vote for the two Asset Manager nominees has already been granted.

The following individuals have been nominated by the Board of Directors to serve as directors of the Company until the next annual meeting of stockholders and until their successors have been elected and qualified: Amy L. Tait, Christopher J. Czarnecki, Laurie A. Hawkes, David M. Jacobstein, Agha S. Khan, Thomas P. Lydon, Jr., Geoffrey H. Rosenberger, Shekar Narasimhan, and James H. Watters. Ms. Tait and Mr. Khan have been nominated by the Asset Manager and, accordingly, the officers of the Company shall vote all stockholders’ shares in favor of their election. Each of the seven otherAll eight nominees are listed on the enclosed proxy card.

Information About Director Nominees

The table set forth below lists the names and ages of each of the nominees as of the date of this proxy statement and the position and office that each nominee currently holds with the Company. We are not aware of any family relationship among any of the nominees to become members of our Board of Directors.Directors or executive officers.

The following is a brief biography of each director nominee.

Amy L. Tait is one of our founders, has served on our Board of Directors since inception as a nominee of our Asset Manager, and also serves as the Executive Chairman of the Board and Chief Investment Officer of our Manager, Broadstone Real Estate, LLC. Ms. Tait brings more than three decades of commercial real estate experience to her position. She started her real estate career with Chemical Bank in management training and commercial real estate lending before joining Home Leasing Corporation, the predecessor to Home Properties, Inc. (formerly a publicly traded company on the NYSE as “HME”). She then served as Executive Vice President of Home Properties from its IPO in 1994 to 2001, and as a Director and Chair of the company’s Real Estate Investment Committee until 2012. Ms. Tait’s responsibilities have included acquisitions, finance, capital markets, investor relations, legal, human resources, and strategic planning. Ms. Tait serves on the board of directors of Broadtree

Residential, Inc. and Broadstone Real Estate Access Fund, Inc., the board of managers of Broadstone Real Estate, LLC, as a trustee of the University of Rochester, on the Simon School Executive Advisory Committee and National Council, and has served numerous other community organizations. Ms. Tait has been recognized in Rochester, New York, with the D’Tocqueville Award, the Athena Award, and Business Hall of Fame induction. She holds a B.S. degree in Civil Engineering from Princeton University and an M.B.A. from the Simon Graduate School of Business at the University of Rochester.

Christopher J. Czarnecki serves as our Chief Executive Officer, serves as a non-independent director on our Board of Directors, and is the Chief Executive Officer of our Manager, Broadstone Real Estate, LLC. Mr. Czarnecki joined us in 2009 and became CEO in 2017. In this role, he is responsible for leading the overall organization. In previous roles with us, Mr. Czarnecki served as our President and Chief Financial Officer. In these roles he oversaw various functions, including capital markets activities, accounting, property management, and operations. His responsibilities included raising new debt and equity capital for investment, managing investor relations, conducting industry research, board and investor communications, and portfolio analytics. Prior to joining the Manager, Mr. Czarnecki was a commercial real estate lender and credit analyst for Branch Banking & Trust Co. (“BB&T”). Based in Baltimore, MD, he was responsible for the underwriting of new commercial construction projects, portfolio management, and credit analysis. Mr. Czarnecki is a member of NAREIT and is a graduate of BB&T’s Leadership Development Program. He is also a member of M&T Bank’s Rochester Regional Advisory Board and a guest lecturer in real estate courses at the Simon Graduate School of Business at the University of Rochester. Mr. Czarnecki serves on the board of directors of Broadtree Residential, Inc., Broadstone Real Estate Access Fund, Inc., and the board of managers of Broadstone Real Estate, LLC. Mr. Czarnecki holds a B.A. in Economics from the University of Rochester, a Diploma in Management Studies from the Judge Business School at the University of Cambridge, and an M.B.A. in Finance and Corporate Accounting from the Simon Graduate School of Business at the University of Rochester.

Laurie A. Hawkes serves as one of our Independent Directors and as member of the Nominating and Corporate Governance Committee and has served on our Board of Directors since May 2016. Ms. Hawkes co-founded and served as the President and Chief Operating Officer and as a member of the board of directors of American Residential Properties, Inc., or “ARP,” until February 2016, when ARP merged with American Homes 4 Rent. Ms. Hawkes held the positions of President and Director since ARP’s formation from May 2012 to February 2016 and the position of Chief Operating Officer from December 2013 to February 2016. Ms. Hawkes co-founded American Residential Properties, LLC, ARP Phoenix Fund I, and American Residential Management, Inc. From 1995 to 2007, Ms. Hawkes worked at U.S. Realty Advisors, a $3 billion real estate private equity firm, becoming a Partner in 1997 and serving as President of the firm from 2003 to 2007. In the fifteen years prior to joining U.S. Realty Advisors, Ms. Hawkes was a Wall Street investment banker specializing in real estate and mortgage finance. From 1993 to 1995, Ms. Hawkes was a Managing Director in the Real Estate Investment Banking Division at CS First Boston Corp., and, from 1979 to 1993, was a Director in the Real Estate Investment and Mortgage Banking Departments at Salomon Brothers Inc. Throughout her career, she structured and negotiated more than $18 billion in real estate acquisitions and securitized mortgage debt transactions for all property types utilizing many types of financing, including private equity, capital markets, financial institutions, and institutional investors. Ms. Hawkes is a former principal of the National Association of Securities Dealers, former member of the Urban Land Institute, and trustee Emerita for Bowdoin College where she served on the governing boards for 22 years. Ms. Hawkes also serves on the board of directors of Broadtree Residential, Inc. She holds a B.A. from Bowdoin College and an M.B.A. from Cornell University.

David M. Jacobstein serves as one of our Independent Directors, as chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee and has served on our Board of Directors since May 2013. Mr. Jacobstein has more than 30 years of real estate experience and since July 2009 has provided consulting services to real estate related businesses. Mr. Jacobstein was the senior advisor to the real estate industry group at Deloitte LLP, or “Deloitte,” from June 2007 to June 2009, where he advised Deloitte’s real estate practitioners on strategy, maintained and developed key client relationships, and shaped thought leadership that addressed key industry and market trends. From 1999 to 2007, he was President and Chief Operating Officer of Developers Diversified Realty Corporation, now known as DDR Corp. (NYSE: DDR), or “DDR,” a leading owner, developer, and manager of market-dominant community shopping centers. Mr. Jacobstein also served on DDR’s board of directors from 2000 to 2004. Prior to joining DDR, he served as Vice Chairman and Chief Operating Officer of Wilmorite, Inc., a Rochester, New York, based developer of regional shopping malls. Since August 2009,

Mr. Jacobstein has served on the board of trustees of Corporate Office Properties Trust (NYSE: OFC), a publicly-traded owner, developer, and manager of office and data center properties primarily in locations that support United States Government agencies and their contractors. Mr. Jacobstein also serves on the advisory board of The Pike Company, a general contractor and construction management company based in Rochester, New York. He previously served on the advisory board of the Marcus & Millichap Company, a diversified real estate holding company based in Palo Alto, California, and on the advisory board of White Oak Partners, Inc., a private equity firm concentrating in real estate investment based in Columbus, Ohio. Mr. Jacobstein began his career as a corporate and securities lawyer. He is a member of the National Association of Corporate Directors and the International Council of Shopping Centers. Mr. Jacobstein holds a B.A. from Colgate University and a J.D. from The George Washington University Law Center.

Agha S. Khan serves as one of our directors (as nominee of the Asset Manager) and has served on our Board of Directors since June 2015. Mr. Khan also currently serves on the board of managers of Broadstone Real Estate, LLC, our Manager. Mr. Khan is a Senior Principal of Stone Point Capital LLC (“Stone Point”), a financial services-focused private equity firm that has raised and managed seven private equity funds – the Trident funds – with aggregate committed capital of more than $18 billion. Mr. Khan joined Stone Point in 2002. Previously, Mr. Khan was an Analyst in the Financial Institutions Group at Salomon Smith Barney. Mr. Khan is a director of Access Point Financial, Inc., The ARC Group, LLC, Broadtree Residential, Inc., Formation Capital, LLC, FC Encore, LP, Henderson Park Holdings Ltd., Harbor Group Consulting Inc., Home Point Capital Inc., Kensington Vanguard National Land Services, LLC, Lancaster Pollard Holdings, LLC, the New Point entities, Omni Holding Company LLC, Prima Capital Advisors, LLC, Situs Group Holdings GP, LLC and Ten-X, LLC. Mr. Khan holds a B.A. from Cornell University.

Thomas P. Lydon, Jr. serves as one of our Independent Directors and as a member of our Audit Committee and has served on our Board of Directors since May 2016. Since 2003, Mr. Lydon has been President of The City Investment Fund, L.P., a real estate opportunity fund that purchased and sold real estate in New York City. Since 2015, Mr. Lydon has served as an advisory board director of Madison Marquette Real Estate Services, a private real estate investment management and operating company. Prior to joining Madison Marquette Real Estate Services, he served as President and Chief Executive Officer of SSR Realty Advisors Inc., a private real estate investment advisory firm. He is a director of Lowe Enterprises Investors, where he serves as a member of the audit and compensation committees, and is a director of Broadtree Residential, Inc., where he serves as a member of the audit committee. From 2011 through its acquisition by an affiliate of Lone Star Funds in 2015, Mr. Lydon served as a director of Home Properties, Inc., where he was a member of the compensation and real estate investment committees. He was a member of the National Association of Real Estate Investment Managers from 1998 to 2004 and served as its chair from 2000 to 2002. Mr. Lydon holds a B.B.A. in Real Estate from Syracuse University.

Shekar Narasimhan serves as one of our Independent Directors and a member of the Nominating and Corporate Governance Committee and has served on our Board of Directors since its inception. Mr. Narasimhan is currently the Managing Partner at Beekman Advisors, Inc., which provides strategic advisory services to companies and investors involved in real estate, mortgage finance, affordable housing and related sectors, which he co-founded in 2003. He also serves as chairman of Papillon Capital, LLC, an investment company focused on sustainable infrastructure investing in emerging markets. Prior to joining Beekman Advisors, Mr. Narasimhan was a Managing Director of Prudential Mortgage Capital Company, or “Prudential,” one of the nation’s leading providers of commercial mortgage financing. Prior to his time at Prudential, he was Chairman and Chief Executive Officer of the WMF Group Ltd. (formerly NASDAQ: WMFG), or “WMF,” a publicly traded, commercial mortgage financial services company. WMF was one of the largest such firms in the country before being acquired by Prudential in 2000. Mr. Narasimhan also currently serves on the board of directors of Broadtree Residential, Inc. and Enterprise Community Investment, Inc. Mr. Narasimhan is a member of the Board for Housing and Community Development for Virginia, commissioner on the Virginia Housing Development Authority, the board of the Democracy Alliance and a Senior Industry Fellow at the Joint Center for Housing Studies at Harvard University. Mr. Narasimhan has served several terms on the Mortgage Bankers Association of America, or “MBA,” Board of Directors, was the first chair of the MBA’s Commercial/Multifamily Board of Governors and founded its Multifamily Steering Committee. He was elected as the first chair of the Fannie Mae DUS Advisory Committee. Mr. Narasimhan has previously served on the boards of the Low Income Investment Fund, the Community Preservation and Development Corporation, the National Housing Conference, and the National Multi Housing Council. He is a sought-after speaker on housing finance and affordable housing and is considered a leading expert on rental housing issues in the

United States. Mr. Narasimhan also previously served as a member of the President’s Advisory Commission on Asian Americans and Pacific Islanders. Mr. Narasimhan has received numerous awards and recognitions in the real estate industry, including the MBA’s highest honor in 1999 and the Fannie Mae Lifetime Achievement Award in 2003. In 2010, he was the recipient of the Dean H.J. Zoffer Distinguished Service Medal from the University of Pittsburgh. He has earned the designation of Certified Mortgage Banker. Mr. Narasimhan holds a B.S. in Chemical Engineering from the Indian Institute of Technology, New Delhi, India and an M.B.A. from the Katz Graduate School of Business at the University of Pittsburgh.

Geoffrey H. Rosenberger serves as our Lead Independent Director, chairman of the Independent Directors Committee, and member of the Audit Committee and has served on our Board of Directors since its inception. He began his professional investment career in 1976 when he joined Manning & Napier Advisors, Inc. as a security analyst covering a broad range of businesses and industries. In 1984, Mr. Rosenberger co-founded Clover Capital Management, Inc., or “Clover Capital,” a Rochester, New York, based investment management firm with over $2 billion of client assets under management. In 2004, Mr. Rosenberger retired from Clover Capital (n/k/a Federated Clover) and has since focused his time both on the not-for-profit sector as well as being actively involved as an “angel” investor funding new business formations. Mr. Rosenberger serves as a member of the board of directors of Manning & Napier, Inc. (NYSE: MN), the Greater Rochester Health Foundation, Vnomics Corp., Simpore, Inc., True North Rochester Preparatory Charter School, and Holy Sepulchre Cemetery. Mr. Rosenberger has also served as a past chair of the Greater Rochester Chapter of the American Red Cross and previously served on the boards of Broadtree Residential, Inc., the Junior Achievement of Rochester, McQuaid Jesuit High School, and St. Bernard’s Institute. Mr. Rosenberger is a Chartered Financial Analyst. He holds a B.S. in Economics and an M.B.A. from the University of Kentucky.

James H. Watters serves as one of our Independent Directors, as chairman of the Nominating and Corporate Governance Committee, and as a member of the Audit Committee, and has served on our Board of Directors since its inception. Since 1997, Mr. Watters has served as Senior Vice President and Treasurer, Finance and Administration of Rochester Institute of Technology, or “RIT,” where he is responsible for the direct investment of $250 million of working capital, the administration of the investment process for $880 million of endowment assets, which includes overseeing approval for ten real estate funds, and the management and issuance of $275 million of public debt. Mr. Watters serves in the senior leadership role to more than 830 full-time staff charged with responsibility for the financial, physical, human capital, and information assets of RIT. Mr. Watters is also vice chairman of RIT’s global subsidiary where he negotiates business models and real estate transactions for RIT’s global campuses. He has instructed various graduate business courses during his tenure in the RIT College of Applied Sciences and the E. Philip Saunders College of Business. He serves on various profit and not-for-profit boards throughout Rochester, New York, including Broadtree Residential, Inc. Prior to joining RIT, Mr. Watters spent 16 years with the University of Pittsburgh in positions such as Assistant Vice Chancellor for Finance and Business and Assistant Vice Chancellor for Real Estate and Management. Mr. Watters began his career in higher education administration assisting in the management of offshore insurance captives for the University of Pittsburgh. Mr. Watters holds a B.S., M.S., and Ph.D. from the University of Pittsburgh.

At the Annual Meeting, we will vote each valid proxy returned to us for the following seveneight nominees, unless the proxy specifies otherwise: Amy L. Tait, Christopher J. Czarnecki, Laurie A. Hawkes, David M. Jacobstein, Thomas P. Lydon, Jr.,Agha S. Khan, Geoffrey H. Rosenberger, Shekar Narasimhan, and James H. Watters. Proxies may not be voted for more than seveneight nominees for director. While our Board of Directors does not anticipate that any of the nominees will be unable to stand for election as a director at the Annual Meeting, if that is the case, proxies will be voted in favor of such other person or persons as our Board of Directors may designate. As previously discussed, the Secretary will also vote on behalf of each share of Common Stock FOR the election of each of the Asset Manager’s two nominees for election to our Board of Directors.

Our Board of Directors unanimously recommends a vote “FOR” each of the nominees listed above
for election to our Board of Directors.

EXECUTIVE OFFICERS OF THE COMPANY

Our Board of Directors has retained Broadstone Real Estate, LLC (the “Manager”) and its wholly-owned subsidiary, the Asset Manager, to manage our day-to-day affairs, to implement our investment strategy, and to provide certain property management services for our properties, with both subject to our Board of Directors’ direction, oversight, and approval. We have no employees and all of our officers are employees of the Manager.

As of December 31, 2017, the Manager employed approximately 24 individuals fully-dedicated to our business and operations. Additionally, the Manager employed approximately 38 additional individuals who dedicate a significant portion of their time to our business and operations, in addition to various other tasks and responsibilities on behalf of the Manager and its affiliates.

The following table and biographical descriptions provide information about our executive officers.

Biographical information regarding of our executive officers is set forth below. See biographiesthe biography of Ms. Tait and Mr. Czarnecki under “Information About Director Nominees” above.

Sean T. Cutt serves as our President and Chief Operating Officer and holds the same positions with the Manager’s Commercial Division. Mr. Cutt joined the Manager in early 2012 to manage its commercial real estate and grow its diversified portfolio. His primary responsibilities include managing acquisitions, dispositions, portfolio management, credit analysis, investment policy, and real estate underwriting. In previous roles, Mr. Cutt served as Senior Vice President of Acquisitions, Dispositions and Portfolio Management. Prior to joining the Manager, Mr. Cutt was an Assistant Vice President of Development for Macerich (NYSE: MAC) from 2006 to 2012. Mr. Cutt was responsible for managing large scale retail shopping centers and mixed-use development projects across the country. Before joining Macerich, he worked at SWBR Architects & Engineers as a Project Manager for a wide variety of commercial property types. Mr. Cutt holds an A.A.S in Architectural Engineering from Alfred State College along with a B.S. in Organizational Management from Roberts Wesleyan College and an M.B.A. from the Simon Graduate School of Business at the University of Rochester.

Ryan M. Albano serveshas served as our Executive Vice President and Chief Financial Officer and holds the same positions with the Manager.since February 2017. Mr. Albano joined us in 2013 and is responsible for strategic and financial planning, monitoring key performance metrics, financial reporting, accounting, corporate development, and capital market activities for our company and the Manager.activities. Prior to joining the Manager,becoming our Chief Financial Officer, Mr. Albano workedserved as the Company’s Vice President of Finance from 2013 until February 2017. From 2011 until 2013, Mr. Albano served in various roles for Manning & Napier, Inc. (NYSE: MN) from 2011 to 2013. During this time, Mr. Albano served in various finance roles,, initially assisting in the successful execution of the company’sManning and Napier, Inc.’s IPO in 2011 and subsequently serving as Assistant CFO of the company’s mutual fund division. Before Manning & Napier,From 2004 until 2011, Mr. Albano worked for KPMG LLP in various roles serving both public and private companies from 2004 to 2011. A certified public accountant, hecompanies.  He holds an M.B.AM.B.A. in finance and competitive strategy from the Simon Graduate School of Business at the University of Rochester and a B.S. in accounting from St. John Fisher College.College, and is a Certified Public Accountant.

Sean T. Cutt David E. Kasprzak serveshas served as our Executive Vice President since January 2020 and Chief Business DevelopmentInvestment Officer since August 2018. Mr. Cutt previously served as our President and holds the same positions with the Manager. Mr. Kasprzak managesChief Operating Officer from February 2017 to August 2018, and our Senior Vice President of Acquisitions, Dispositions and the Manager’s investor relationsPortfolio Management. His primary responsibilities include managing acquisitions, dispositions, asset management, tenant credit analysis, investment policy, and marketing teams and is responsible for directing and coordinating all facets of stockholder relations, marketing, sales, and promotion for our company and the Manager. Prior to joining the Manager inreal estate underwriting. From 2006 until 2012, Mr. Kasprzak worked for Tompkins Financial Advisors, or “Tompkins,” a New York-based wealth management firm, from 2010 to 2012, where he initially specialized in corporate retirement plans in his roleCutt was employed by Macerich (NYSE: MAC), serving as its Assistant Vice President Retirement Plan Sales.of Development from January 2009 through January 2012, and as Senior Development Manager from January 2006 until January 2009. From 2001 until 2006, Mr. Kasprzak alsoCutt was employed by SWBR Architects & Engineers and managed projects with a wide variety of property types. Mr. Cutt has served as Vice President, Market Director of Tompkins, in which role he was responsible for the daily operation of a bank-owned broker-dealer supporting a diverse group of more than 150 bankon several not-for-profit and independent financial advisors and their businesses. Before joining Tompkins, he was a Regional Director for Goldman Sachs Asset Management from 2005 to 2008. Mr. Kasprzakfor-profit boards throughout Rochester, New York. He holds a B.S. in Agricultural EconomicsOrganizational Management from Roberts Wesleyan College and Crop & Soil Sciencean M.B.A. from Michigan State University.the Simon Graduate School of Business at the University of Rochester.

John D. Moragne serveshas served as our Executive Vice President, Chief Operating Officer, and Secretary since August 2018. Mr. Moragne previously served as the Company’s General Counsel and Chief Compliance Officer and Secretary and holds the same positions with the Manager.from March 2016 to August 2018. Mr. Moragne is responsible for overseeing theleading and managing all property management, operations, administrative, human resource, information technology, legal, compliance, and corporate governance, and risk management functions and affairs of our company andfor the Manager. Prior to joining the Manager inCompany. From April 2015 until February 2016, Mr. Moragne was a partner at the law firm now known as Vaisey Nicholson & Nearpass PLLC from April 2015 to February 2016 and was a corporate and securities attorney at Nixon Peabody LLP from September 2007 through March 2015. Mr. Moragne holds a B.A. from SUNY Geneseo and a J.D. from The George Washington University Law School.

Timothy J. Holland serves as our Executive Vice President and Chief Administrative Officer and holds the same positions with the Manager. Mr. Holland is responsible for leading and managing all administrative, human resource, and information technology functions and activities for our company and the Manager. Mr. Holland has extensive experience in business management and operations and has held officer-level positions in growth companies as well as management roles at large corporate organizations. Prior to joining the Manager in 2014, Mr. Holland was a senior business manager for Cap Gemini S.A., or “Capgemini,” a leading global IT management consulting firm, from 2012 to 2014. At Capgemini, he led national and global programs and was the North American practice lead for an alliance with a leading cloud-based financial software company. From 2009 to 2012, Mr. Holland served as President of Nightbike Development, LLC. A seasoned entrepreneur, in 1997, Mr. Holland co-founded D4 LLC, a litigation consulting and technology support firm headquartered in Rochester, New York, where he served as Chief Operating Officer from 1997-2009. Additionally, he has co-founded and led companies in retail franchise development and real estate. Mr. Holland holds a B.A. in Economics from Villanova University and an M.B.A. in Marketing and Computer Information Systems from the Simon Graduate School of Business at the University of Rochester.

Timothy D. Dieffenbacher serveshas served as our Senior Vice President and Chief Accounting Officer. Prior to his appointmentOfficer since February 2018 and as Senior Vice President and Chief Accounting Officer in August 2017, TimTreasurer since February 2019. Mr. Dieffenbacher previously served as our Director, Financial Reporting from February 2017 to February 2018. Mr. Dieffenbacher’s primary responsibilities include overseeing the Company’s director of financialCompany's SEC reporting, since February 2017. In this capacity, he assisted the Company in its registration of Common Stock under the Securities Exchange Act of 1934, as amended,accounting, and in becoming a public reporting company. Mr. Dieffenbacher also serves as Senior Vice President and Chief Accounting Officer for the Manager’s commercial division. Prior to joining the Company and the Manager,internal control functions. Mr. Dieffenbacher was a Senior Manager at KPMG LLP from December 2014 to February 2017 and served in various other capacities from October 2009 through September 2012, where he provided audit services to domestic and multinational public companies. From September 2012 throughto December 2014, Mr. Dieffenbacher wasserved as a divisional controller for DeLaval, Inc., a global manufacturing organization in the dairy industry, where he was responsible for overall financial aspects of DeLaval’s emerging retail operations.industry. Mr. Dieffenbacher is a certified public accountantCertified Public Accountant and holds a B.S. in accountingAccounting from SUNY Brockport. Mr. Dieffenbacher currently serves on

Kristen Duckles has served as our Senior Vice President and Chief Administrative Officer since February 2020. Her primary responsibilities include overseeing the board of directors of DePaul Group, Inc., a not-for-profit agency, where he also serves as the chairinformation technology, business systems and solutions, and other administrative functions of the auditCompany. From August 2018 to February 2020, Ms. Duckles served as Executive Vice President and investment committee.

Kevin F. Barry serves as our TreasurerChief Administrative Officer of Broadstone Real Estate, LLC, and serves as thewas President and Chief AccountingOperating Officer and Treasurer of the Manager. Mr. Barry was responsible for the operational and financial transitioning of the Commercial Property Management Division ofBroadtree Home Rentals, Inc. from November 2015 to August 2018. From 2001 to 2015, Ms. Duckles held various roles at Home Properties, Inc. (formerly a publicly traded company trading as NYSE: HME). Ms. Duckles holds an Executive M.B.A. from the Simon Graduate School of Business at the University of Rochester, an AICPA-accredited Graduate Accounting Certificate from St. John Fisher College, and a B.A. from the University at Buffalo.

John D. Callan, Jr. has served as our Senior Vice President since February 2020 and as General Counsel and Assistant Secretary since August 2018. Mr. Callan previously served as our Associate Counsel from November 2017 to Home Leasing Corporation in 2004August 2018. He is responsible for overseeing the legal, corporate governance, and subsequentlyrisk management affairs of the Company. From September 2015 to November 2017, Mr. Callan served as Corporate Counsel at Kodak Alaris, and was a corporate and securities attorney at Harter Secrest & Emery from September 2011 to September 2015. Mr. Callan holds a B.A. from SUNY Oneonta and a J.D. from Albany Law School.

Roderick A. Pickney has served as our Senior Vice President, Acquisitions since August 2017. Mr. Pickney previously served as our Vice President, Acquisitions from January 2015 to August 2017. Mr. Pickney’s primary responsibilities include overseeing all acquisition activities of the Manager in 2006.Company, including identifying, analyzing, and acquiring real estate opportunities. Prior to joining Home Leasing Corporationthe Company in 2015, Mr. Pickney served as Associate Director at Stan Johnson Company from September 2004 to December 2014. Mr. Pickney worked in the audit department at Grant Thornton, LLP from 2003 he was the Director of Finance at Continental Service Group, Inc.,to 2004 and BKD, LLP from 2000 to 2003. Mr. Pickney holds a debt collection services company,B.B.A. in Accounting from 2001Evangel University.

Laurier James Lessard, Jr. has served as our Senior Vice President, Asset Management since August 2017. Mr. Lessard previously served as our Vice President, Acquisitions from March 2015 to 2003March 2017. Mr. Lessard’s primary responsibilities include property dispositions, tenant and property review and evaluation, and credit underwriting. From May 2005 to March 2015, Mr. Lessard served as Assistant Vice President of H&C Tool Supply Corporation, an industrial tool supplier,Asset Management at Macerich (NYSE: MAC), and was Assistant Vice President at Wilmorite Property Management from 1986April 1998 to 2001.May 2005. Mr. BarryLessard holds a B.A. degree from Colgate University and an M.B.A. from the Simon Graduate School of Business at the University of Rochester.Rochester and a B.A. from SUNY Cortland.

Christopher J. BrodheadKevin M. Fennell serveshas served as our Senior Vice President, – Investor Relations and holds the same position with the Manager.Capital Markets since March 2019. Mr. BrodheadFennell is responsible for overseeing and implementing the development of strategic relationships to benefit the ManagerCompany’s capital markets strategy and its investment offerings, the establishment of relationships with new investors, wealth managers and registered investment advisors, investor base support, and involvement in special projects. Mr. Brodhead also directs the Manager’s marketing strategies and programs, which include all investor communications. Prior to joining the Manager in 2013, Mr. Brodhead worked at DeltaPoint Capital Management, LLC, a Rochester-based private equity firm, or “DeltaPoint,” as Vice President of Business Development, and later as an Operating Director, fromactivities. From July 2008 to 2013. In that capacity,March 2019, Mr. Brodhead workedFennell served in various positions at Sigma Marketing, a DeltaPoint portfolio company, as Senior Vice President of SalesBMO Capital Markets/BMO Harris Bank, including Director, Corporate Banking from December 2017 to March 2019, where he focused on debt financing for private and Marketing from 2011 to 2013.public REITs and real estate operating companies. Mr. Brodhead was honored in 2012 as one of the Rochester Business Journal’s “Forty Under 40” for his professional and civic contributions. Mr. BrodheadFennell holds a B.A. and an M.B.A.B.S. in Finance from St. Bonaventurethe University and also studiedof Illinois at the Beijing Institute of Technology in Beijing, China.Urbana-Champaign.

Stephen S. Haupt

Molly Kelly Wiegel serveshas served as our Senior Vice President, – PortfolioHuman Resources since February 2020. Ms. Wiegel’s responsibilities include overseeing the Company’s human resources activities, including employee recruitment, performance management, training and development, and compliance. From August 2018 to February 2020, Ms. Wiegel was the Senior Vice President, Human Resources of Broadstone Real Estate, LLC. From January 2013 to August 2018, Ms. Wiegel served various roles at Broadstone Real Estate, LLC, including Director of Human Resources and Vice President of Human Resources. From March 2012 to January 2013, Ms. Wiegel served as Human Resources Director of Rochester Optical, and was Director of Staff Professional Development and Director of Human Resources Operations at Nixon Peabody LLP from August 2002 to June 2011. Ms. Wiegel holds an M.S. in Career and Human Resource Development from the Rochester Institute of Technology and a B.A. in Psychology from the University of Rochester.

Stephen S. Haupt has served as our Senior Vice President, Property Management and holds the same position with the Manager’s Commercial Division, where hesince January 2015. Mr. Haupt previously served as our Director, Acquisitions from December 2013 to January 2015. Mr. Haupt leads the portfolioour property management team, which oversees all of ourthe Company’s properties, the portfolio valuation process, tenant growth initiatives, and all tenant interaction. Priorrelationships. From October 2008 to joining the Manager inAugust 2013, Mr. Haupt served as a Director of Corporate Real Estate for Bausch & Lomb, from 2008 to 2013, where heand was responsible for managing all of the company’s sites on a global basis. From 2000 to 2008, Mr. Haupt served as Manager, Real Estate for Paychex, Inc. from September 2000 to October 2008. Mr. Haupt holds a Certified Property Manager designation from the Institute of Real Estate Management and a B.S. in Business Administration with a specialty in real estate from SUNY Brockport.

Laurier James Lessard, Jr. serves as our Senior Vice President – Asset Management and holds the same position with the Manager’s Commercial Division, where he leads the asset management team, which is responsible for property dispositions, ongoing tenant and property review and evaluation, credit underwriting, and related matters. Prior to joining the Manager, Mr. Lessard spent 17 years in the real estate industry, including serving as Assistant Vice President of Asset Management for Macerich (NYSE: MAC) and as Assistant Vice President at Wilmorite. Prior to that, Mr. Lessard was a Senior Financial Analyst at Bausch & Lomb Inc. Mr. Lessard earned a B.A. from SUNY Cortland and an M.B.A. from the Simon Business School at the University of Rochester.

Roderick A. Pickney serves as our Senior Vice President – Acquisitions and holds the same position in the Manager’s Commercial Division, where he leads the acquisitions team, which oversees all of our acquisition activity, including identifying, analyzing, and acquiring real estate opportunities. Prior to joining the Manager, Mr. Pickney spent 10 years as a real estate broker with the Stan Johnson Company and previously worked in the audit department of BKD, LLP and Grant Thornton, LLP. Mr. Pickney holds a B.B.A. in Accounting from Evangel University in Springfield, MO.

Role of the Board of Directors

Structure

We operate under the direction of our Board of Directors, which is responsible for the management and control of our affairs. Our Board of Directors has retainedconsists of eight members. Our Bylaws provide that the Managernumber of our directors may be established, increased, or decreased by a majority of our entire Board of Directors from time to time, provided that the number of directors constituting the Board of Directors may never be less than the minimum number required by Maryland law, nor more than twelve.

Each director elected at the Annual Meeting will hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. A director may resign at any time by delivering his or her resignation to the Asset Manager to manage our day-to-day affairs, to implement our investment strategy, and to provide certain property management services for our properties, with both subject toBoard of Directors, the Chairman of the Board, or the Secretary of the Company. Any vacancies on our Board of Directors’ direction, oversight,Directors for any cause, except an increase in the number of directors, may be filled by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and approval.a majority of the entire Board of Directors may fill a vacancy that results from an increase in the number of directors. Any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until his or her successor is elected and qualified.

At any meeting of the Board of Directors, except as otherwise required by law, a majority of the total number of directors then in office will constitute a quorum for all purposes.

Board Leadership Structure

To reduce or eliminate certain potential conflicts of interest in our operations, our Articles of Incorporation require that a majority of our directors be Independent Directors, as discussed more thoroughlyin detail below. In addition, the Articles of Incorporation require that so long as we are externally advised by the Asset Manager, our Board of Directors must maintain an Independent Directors Committee comprised entirely of our Independent Directors. Additionally, although our governance documents do not require the separation of the offices of Chairman of the Board and Chief Executive Officer, our Company and Board of Directors currently operates under a leadership structure with separate roles for our Executive Chairman of the Board and our Chief Executive Officer. Ms. Tait, as our Executive Chairman, presides over meetings of, and matters before, the Board of Directors, and is responsible for our overall strategic direction, and Mr. Czarnecki, as our Chief Executive Officer, is responsible for the general management of our business, financial affairs, and day-to-day operations.

Our Independent Directors have appointed Mr. RosenbergerMs. Hawkes to serve as our Lead Independent Director and as Chair of the Independent Directors Committee.Director. Key responsibilities of our Lead Independent Director include, among others, presiding at meetings of the Independent Directors Committee, facilitating communications between the Independent Directors and the Executive Chairman of the Board, Chief Executive Officer, and other members of management, and, callingif our Board determines that our Chairman is conflicted with respect to a particular matter, presiding over meetings of the Independent Directors Committee, as necessary.and discussions regarding such matter.

Oversight of Risk Management by the Board of Directors and Audit Committee

As partOne of their oversightthe key functions the Board of Directors and Audit Committee receive and review various reports from Company management relating to risk management matters. Because risk management is a broad concept comprised of many different elements (including, among other things, investment risk, valuation risk, credit risk, compliance and regulatory risk, business continuity risks, operational risk, and insurance matters), our Board of Directors andis informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from its four standing committees: the Audit Committee, handlethe Compensation Committee, the Nominating and Corporate Governance Committee and the Real Estate Investment Committee, each of which addresses risks specific to its respective areas of oversight. In particular, as more fully described below, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of different typesthe performance of risksour internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Nominating and Corporate Governance committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in different ways. For example,preventing illegal or improper liability-creating conduct. Our Real Estate Investment Committee is responsible for approving, or recommending that the full Board approve, transactions in excess of Directors receives and reviews reports from senior personnel of our Manager (including senior compliance, financial reporting, and investment personnel) or its affiliates regarding various types of risks, suchcertain thresholds, as operational, compliance, and investment risk, and how they are being managed. Much of this is covered by the enterprise risk management process utilized by our Manager for our benefit, an overview of which is presentedwell as providing oversight with respect to our Board of Directors annuallyinvestment strategy, criteria, and as needed for review. The Audit Committee supports the oversight of risk management by the Board of Directors in a variety of ways, including (i) participation in and receipt and review of reports regarding our disclosure controls and procedures prior to the issuance of our annual and quarterly financial reports, (ii) meetings with our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, Deloitte & Touche LLP, our independent public accountants, and Protiviti, Inc., our outsourced internal audit consultant, to discuss, among other things, the internal control structure of our financial reporting function and compliance with certain requirements of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”) and (iii) reporting to our Board of Directors as to these and other matters.process.

Director Independence

To qualify as an Independent Director under our Articles of Incorporation, a director may not:

Independence

Our Board of Directors has determined that Ms. Hawkes and each of Laurie A. Hawkes, David M.Messrs. Jacobstein, Thomas P. Lydon, Jr., Shekar Narasimhan, Geoffrey H. Rosenberger, and James H. Watters are Independent Directorsis an “Independent Director” pursuant to our Articles of Incorporation.

Meetings of the Board of Directors

The Board of Directors met sixfourteen times during the year ended December 31, 2017.2019. All of our incumbent directorsthe members of the Board of Directors attended at least 90%75% of the total number of meetings held by the Board of Directors and each committee of the Board on which he or she served during his or her period of service.   Directors who are unable to attend meetings due to scheduling conflicts receive all materials and are briefed on matters presented to the Board of Directors. We do not have a formal policy requiring directors to attend annual meetings of stockholders, althoughalthough we do encourage their attendance. A majorityAll of our directors attended our 20172019 Annual Meeting of Stockholders in person.

Communicating with the Board of Directors

Our Board of Directors provides a process for stockholders to send communications to them. Any stockholder who desires to contact members of our Board of Directors may do so by sending written communications addressed to such directors c/o our Secretary, Broadstone Net Lease, Inc., 800 Clinton Square, Rochester, NY 14604. We will

forward all such communications (other than unsolicited advertising materials) to such member or members of our Board of Directors, as deemed appropriate by our Secretary based upon the facts and circumstances outlined in the communication received.

Committees of the Board

Our Board of Directors may establish committees it deems appropriate to address specific areas in more depth than may be possible at a full meeting of our Board of Directors. Our Board of Directors has established an Independent Directors Committee, an Audit Committee, anda Compensation Committee, a Nominating and Corporate Governance Committee, and a Real Estate Investment Committee. Our Board of Directors has not formed a compensation committee because we have no employees.

The table below lists our three separately designated, standing committees of our Board of Directors, the directors who currently serve on them,Audit Committee, Compensation Committee and the number of committee meetings held in the year ended December 31, 2017. Each committee operatesNominating and Corporate Governance Committee each operate under a written charter that was approved by the Board of Directors, andeach of which is available on our website at http://investors.bnl.broadstone.com.

The table below indicates committee assignments and the number of times each committee met in fiscal 2019.

Independent Directors Committee

The Independent Directors Committee meets on a regular basis, at least quarterly and more frequently as the chair of the Independent Directors Committee deems necessary. The Independent Directors Committee must at all times be comprised of at least two members, and each member of the Independent Directors Committee must be an Independent Director. Each member of the Independent Directors Committee is appointed by our Board of Directors and may be removed at any time by our Board of Directors.

The Independent Directors Committee may act on any matter (i) with respect to which it is determined that the exercise of independent judgment by our directors which are not Independent Directors or the Asset Manager or its affiliates could reasonably be compromised, (ii) with respect to which the Articles of Incorporation require the action of the Independent Directors Committee or (iii) which is set forth in the written charter of the Independent Directors Committee. The Independent Directors Committee, however, may not take any action which, under Maryland law, must be taken by our entire Board of Directors or which is otherwise not within their authority. The Independent Directors Committee is authorized to retain their own legal and financial advisors.

The Independent Directors Committee’s duties include, without limitation:

The Independent Directors Committee may additionally exercise any other powers and carry out any other responsibilities delegated to it by our Board of Directors from time to time, consistent with our Articles of Incorporation and Bylaws. The Independent Directors Committee carries out and exercises its delegated powers and responsibilities as it deems appropriate and without the requirement of approval of our Board of Directors, and any decisions of the Independent Directors Committee are made at the sole discretion of the Independent Directors Committee, except as otherwise required by applicable law or our Articles of Incorporation or Bylaws.

Audit Committee

The Audit Committee meets on a regular basis, at least quarterly and more frequently as the chair of the Audit Committee deems necessary. The Audit Committee must at all times be comprised of at least twothree members, and each member of the Audit Committee must be an Independent Director. The purpose of the Audit Committee is to assist our Board of Directors in fulfilling its duties and responsibilities regarding, in addition to other related matters:

The Audit Committee is also responsible for engaging, evaluating, compensating, and overseeing an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans for and results of the audit engagement, approving services that may additionally exercise any other powersbe provided by the independent registered public accounting firm, including audit and carry out any other responsibilities delegated to it bynon-audit services, such as tax services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees, and reviewing the adequacy of our Board of Directors or the Independent Directors Committee from time to time, consistent with our Articles of Incorporation and Bylaws.internal accounting controls. The Audit Committee carries out and exercises its delegated powers and responsibilities as it deems appropriate and withoutalso will prepare the requirement of approval ofaudit committee report required by SEC regulations to be included in our Board of Directors and any decisions of theannual report.

Our Audit Committee are made at the sole discretionis composed of the Audit Committee, except as otherwise required by applicable law or the Articles of Incorporation or Bylaws.

Messrs. Jacobstein (Chair), Rosenberger, and Watters. Our Board of Directors has determined affirmatively that Mr. Jacobstein and Mr. Rosenberger each qualifymember of our Audit Committee qualifies as an audit“audit committee financial expert,expert” as such term has been defined by the SEC in Item 407(d)(5) of Regulation S-K and that all members of the Audit Committee meet the SEC’s independence requirements for audit committee membership.

Compensation Committee

The Compensation Committee meets at least once each year. The Compensation Committee must at all times be comprised of at least three Independent Directors. The purpose of the Compensation Committee is to assist our Board of Directors in fulfilling its duties and responsibilities regarding, in addition to other related matters:

The Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel, or other adviser as it deems appropriate. The Compensation Committee may form and delegate authority to subcommittees consisting of one or more members when it deems appropriate. Our Compensation Committee is composed of Messrs. Jacobstein (Chair) and Watters and Ms. Hawkes. Our Board of Directors determined each member of our Compensation Committee meets the definition of a “non-employee trustee” for the purpose of serving on our Compensation Committee under Rule 16b-3 of the Exchange Act.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the “Governance Committee”) must at all times be comprised of at least two members, and each member of the Governance Committee must be an Independent Director. The purpose of the Governance Committee is to assist our Board of Directors in fulfilling its duties and responsibilities regarding, in addition to other related matters:

TheOur Governance Committee may additionally exercise any other powersis comprised of Messrs. Watters (Chair), Jacobstein, and carry out any other responsibilities delegated to it by our Board of Directors. The Governance Committee will exercise any powers and responsibilities delegated to it by our Board of Directors in the best interest of our company and its stockholders and consistent with the provisions of our Articles of Incorporation and Bylaws.

Rosenberger.

The Governance Committee may identify potential candidates for our Board of Directors from other members of the Board of Directors, executive officers, and other contacts. Further, the Governance Committee may engage the services of an independent third-party search firm to assist it in identifying and evaluating potential director candidates who will bring to the Board of Directors specific skill sets as established by the Governance Committee. While we do not have any minimum qualifications with respect to director nominees, the Governance Committee considers many factors in connection with each candidate, including but not limited to the candidate’s character, wisdom, judgment, ability to make independent analytical inquiries, business experiences, understanding of our business environment, acumen, and ability to devote the time and effort necessary to fulfill his or her responsibilities, all in the context of the perceived needs of our Board of Directors at that time. While individual diversity as well as diversity in experience and areas of expertise are factors that are considered by the Governance Committee in its assessment of candidates, neither the Board of Directors nor the Governance Committee has adopted any specific diversity-driven criteria or composition requirements. Our Board of Directors seeks individuals having knowledge and experience in finance and accounting, corporate governance, risk management and senior leadership. The Governance Committee also considers factors such as experience in the Company’s industry and experience as a board member of another corporation. The Board of Directors also seeks individuals who bring unique and varied perspectives and life experiences to the Board of Directors. As such, the Governance Committee assists the Board of Directors by selecting or recommending candidates who it believes will enhance the overall diversity of the Board of Directors.

The Governance Committee does not have a policy with regard to the consideration of any director candidates recommended by stockholders. The Governance Committee believes that such a policy is not necessary because the members of our Board of Directors have access to a sufficient number of excellent candidates from which to select a nominee if and when a vacancy occurs on the Board of Directors, and because two members of our Board of Directors are appointed by the Asset Manager.Directors. However, the Governance Committee will consider stockholder recommendations for candidates for our Board of Directors. Nominations by stockholders must be provided in a timely manner and must include sufficient biographical information so that the Governance Committee can appropriately assess the proposed nominee’s background and qualifications. For a stockholder to have his or her candidate considered by the Governance Committee for inclusion as a director nominee at the 20192021 Annual Meeting of Stockholders,stockholders, stockholder submissions of candidates for nomination to the Board must be

received in writing at our offices by the Company’s Secretary, 800 Clinton Square, Rochester, New York 14604 no earlier than October 28, 2020 and no later than 5:00 p.m., Eastern Time, on November 23, 2018.27, 2020; provided, however, that in the event that the date of the 2021 annual meeting of stockholders is advanced or delayed by more than thirty days from the first anniversary of the date of the Annual Meeting, written notice of a stockholder proposal must be delivered not earlier than the 150th day prior to the date of the 2021 annual meeting of stockholders and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of the 2021 annual meeting of stockholders or the tenth day following the day on which public announcement of the date of the 2021 annual meeting of stockholders is first made. Potential nominees recommended by a stockholder in accordance with these procedures will be considered and evaluated in the same manner as other potential nominees.

Real Estate Investment Committee

Our Board of Directors has established a Real Estate Investment Committee, which is responsible for approving, or recommending that the full Board of Directors approve, transactions in excess of certain thresholds; providing oversight with respect to our investment strategy, criteria, and process; providing assistance and support to management and the Board of Directors in the review and approval of transactions; and reviewing with management on a periodic basis the performance and valuation of properties previously approved for acquisition.

Our Real Estate Investment Committee is comprised of Messrs. Narasimhan (Chair) and Khan and Mmes. Hawkes and Tait.

Director Orientation andand Continuing Education

We provide each director who joins our Board of Directors with an initial orientation about our Company, including our business operations, strategy, policies, and governance. We also provide all of our directors with resources and ongoing education opportunities to assist them in staying educated and informed with respect to real estate markets, developments in corporate governance, and critical issues relating to the operation of boards of public companies and their committees.

Director Stock Ownership Policy

Pursuant to our current director compensation and stock ownership policy, each of our directors is required to acquire and retain ownership of a minimum of $250,000 in shares of our Common Stock. All of our directors currently meet this requirement. Shares of our Common Stock owned indirectly by a director (e.g., through a spouse) count towards meeting this stock ownership requirement. New directors have four years to comply with this requirement.

Code of Ethics

We have adopted a Code of Ethics, and Business Conduct Policy (“Code of Ethics”), which is available on our website at http://investors.bnl.broadstone.com. The purpose of theAmong other matters, our Code of Ethics is designed to ensure that our business is conducted in accordance with the highest moral, legal,deter wrongdoing and ethical standards by our officers and directors as well as the Manager, the Asset Manager, and the Manager’s employees. The Code of Ethics promotes to promote:

Any waiver of the Code of Ethics for our directors or executive officers must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law.

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company incorporates it by specific reference.

Management is responsible for the Company’s financial statements, internal controls, and financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee is governed by a charter, a copy of which is available on our website.website at http://investors.bnl.broadstone.com. The Audit Committee charter is designed to assist the Audit Committee in complying with applicable provisions of the Exchange Act, which relate to corporate governance and many of which directly or indirectly affect the duties, powers, and responsibilities of the Audit Committee.

Review and Discussions with Management and Independent Registered Public Accounting Firm. In this context, the Audit Committee has met and held discussions with management, the independent registered public accounting firm, and the Company’s outsourced internal audit consultant regarding the Company’s financial statements and internal controls. Management represented to the Audit Committee that the Company’s audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by Auditing Standards No. 1301 Communications with Audit Committees, issues regarding accounting and auditing principles and practices, and the adequacy of internal control over financial reporting that could significantly affect the Company’s financial statements.

The Company’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and letters required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence. The Audit Committee has reviewed the original proposed scope of the annual audit of the Company’s financial statements and the associated fees and any significant variations in the actual scope of the audit and fees.

Conclusion. Based on the review and discussions referred to above, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017,2019, as filed with the SEC on March 15, 2018.February 27, 2020.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Director Compensation Program for 2019

For 2017, we paidDuring 2019, our Independent Directors or their nominees received an annual retainer of $100,000 for their service as our directors, an annual retainer of $55,000, payable in arrears in equal quarterly installments. We also paid each Independent Director a fee of $1,000 for each meeting of our Board of Directors (or committees of our Board of Directors) attended, provided that an Independent Director did not receive separate meeting fees for attending committee meetings held on the same day that the Independent Director received a fee for attending a meeting of our Board of Directors. In addition, we paid the following additional annual retainers: (a) $10,000 to each of the Board of Directors’ Lead Independent Director and the chairperson of each of our Independent Directors Committee (our Lead Independent Director),the Audit Committee, and(b) $5,000 to the chairperson of the Governance Committee, an annual stipend of $5,000. The Independent Director serving as board observer on the board of managersand (c) $5,000 to each non-chairperson member of the Manager also received an annual stipend of $5,000, and a fee of $1,000 for each meeting of the board of managers of the Manager attended. We also reimbursed our Independent Directors for reasonable travel and other expenses incurredAudit Committee. In addition, in connection with attending meetings ofthe proposed Internalization (defined below), our Board of Directors formed a special committee comprised of Ms. Hawkes, who served as chairperson of the special committee, and committeesMessrs. Jacobstein, Narasimhan, and Rosenberger. The chairperson of our Boardthe special committee was paid a monthly retainer of Directors$10,000, with aggregate fees capped at $50,000, and otherwise performing their duties as directors.

each non-chairperson member of the special committee were paid a monthly retainer of $5,000, with aggregate fees capped at $25,000.

The annual stipends and meeting attendance feesretainers payable to ourthe Independent Directors as described above were paid in the form of shares of our Common Stock with a value equal to the amount of such fees and stipends,the applicable retainer payment, provided that, in accordance with the terms of ourthe director compensation and stock ownership policy onein effect for 2019, two of our Independent Directors elected to receive 30% of such compensation in the form of cash.

In order for an Independent Director to elect to receive such compensation in the form of a mixture of shares of our Common Stock and cash, the independent director must maintain the minimum stock retention limit established by the Board of Directors from time to time, which is presently a minimum of $250,000 in shares of our Common Stock.

The table below sets forth certain information regarding the compensation earned by or paid to our directors during the fiscal year ended December 31, 2017.2019.

Director Compensation in Fiscal 20172019

Director Compensation Program for 2020

Our directors, except for directors who are employed by us, receive an annual retainer of $135,000, payable in arrears in equal quarterly installments as compensation for services as a director. Additional annual retainers are paid to directors as follows, payable in arrears in quarterly installments:

Pursuant

Each of the aforementioned retainers are payable in the form of shares of our Common Stock; provided, that, in accordance with the terms of our director compensation and stock ownership policy, eacha director may elect to receive 30% of such compensation in the form of cash if such director maintains the minimum stock retention limit established by our IndependentBoard of Directors from time to time, which is required to acquire and retain ownership ofcurrently a minimum of $250,000 in shares of our Common Stock within four years of becoming a memberStock. Four of our Board of Directors. Shares of our Common Stock owned indirectly by an Independent Director (e.g., through a spouse) count towards meeting this stock ownership requirement.

On November 7, 2017, the Board of Directors approved an amendment, effective as of January 1, 2018,directors elected to its director compensation and stock ownership policy (the “Policy”) regarding the compensation the Company pays to its Independent Directors. Pursuant to the Policy, as amended, effective as of January 1, 2018, the Company will pay its Independent Directors or their nominees for their service as directors an annual retainer of $100,000, payable in arrears in equal quarterly installments. In addition, the Policy, as amended, provides that the Company will pay the following additional annual retainers: (a) $10,000 to the chairperson of each of the Board’s Independent Directors Committee (the Company’s Lead Independent Director) and Audit Committee, (b) $5,000 to each of the chairperson

of the Board’s Governance Committee and the Independent Director serving as board observer on the board of managers of the Manager, and (c) $5,000 to each non-chairperson member of the Board’s Audit Committee.

Pursuant to the Policy, the compensation described above is payable to the Independent Directors in the form of shares of the Company’s Common Stock with a value equal to the amount of the applicable retainer payment, provided that an Independent Director may elect to receive up to 30% of such compensation in the form of cash. In orderWe also reimburse our directors for an Independent Director to elect to receive such compensationreasonable travel and other expenses incurred in the formconnection with attending meetings of a mixture of shares of the Company’s Common Stock and cash, the Independent Director must maintain the minimum stock retention limit established by theour Board of Directors from time to time.and committees thereof and otherwise performing their duties as directors.

Executive Compensation

We doOn November 11, 2019, we entered into a merger agreement (the “Merger Agreement”) providing for the internalization of the external management functions (the “Internalization”) previously performed for the Company and its operating partnership (the “OP”) by Broadstone Real Estate, LLC or its affiliates (“BRE”). The Internalization was completed on February 7, 2020. In connection with the Internalization, 71 employees of BRE, including our entire senior management team, became our employees.  Prior to the closing of the Internalization, we did not currently have any employees because allemployees.  Accordingly, we did not pay any compensation to any individual, including our day-to-day operations are managed byexecutive officers, during the Manager and the Asset Manager. For a discussion of the fees paid to the Manager and the Asset Manager, please refer to the section entitled “Certain Relationships and Related Transactions” below.fiscal year ended December 31, 2019.

Compensation Committee Report

SEC regulations require the disclosure of the compensation policies applicable to executive officers in the form of a report by the compensation committee of the boardBoard of directorsDirectors (or a report of the full boardBoard of directorsDirectors in the absence of a compensation committee).

As noted above,Until the closing of the Internalization of February 7, 2020, we arewere externally managed by the ManagerBRE and havehad no employees. As a result, we paypaid no direct compensation to our executive officers during the fiscal year ended December 31, 2019 and therefore havehad no separate compensation committee. TheBecause we were externally managed during the period covered by this proxy statement and no compensation was paid during such period, the Board of Directors hasdid not consideredhave a compensation policy for employees and has not included a report with this proxy statement. Please refer

In anticipation of the Internalization, the Board of Directors established the Compensation Committee on December 13, 2019 to determine and approve the section entitled “Certain Relationshipscompensation of the Chief Executive Officer and Related Transactions” below for additional details regardingother executive officers, including incentive compensation paid toand equity based compensation plans, effective after the Manager and Asset Manager.closing of the Internalization.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We do not currently have any employees. Our executive officers are compensated by the Manager and not by us; therefore, none of our executive officers participated in any deliberations regarding executive compensation. In 2017,2019, our Board of Directors determined the compensation of our Independent Directors.

There areDuring 2019, there were no interlocks or insider participation as to compensation decisions required to be disclosed pursuant to SEC regulations. During the fiscal year ended December 31, 2017,2019, none of our executive officers serves, or in the past had served, as: (i)as a member of the compensation committee (or other committee of the board of directors performingor compensation committee, or other committee serving an equivalent functions or, in the absencefunction, of any such committee, the entire board of directors) of another entity that has one of whoseor more executive officers served onwho serve as members of our boardBoard of directors;Directors or (ii) a directorour Compensation Committee. None of another entity, onethe members of whose executive officers served on our boardCompensation Committee is, or has ever been, an officer or employee of directors.our Company.

BENEFICIAL OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table shows, as of March 1, 2018,2020, the amount of our Common Stock beneficially owned (unless otherwise indicated) by: (1) any person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock; (2) each of our directors and nominees for election as a director; (3) each of our executive officers; and (4) all of our directors and executive officers in the aggregate. The address for each of the persons or entities named in the following table is 800 Clinton Square, Rochester, New York 14604.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a)Related party transactions are transactions in which we are a participant where the amount involved exceeds $120,000 and a member of our Board of Directors, an executive officer, or a holder of more than 5% of our voting securities (or an immediate family member of any of the Exchange Act requiresforegoing) has a direct or indirect material interest. We have not implemented a formal written policy relating to the Company’s officersreview, approval, or ratification of related party transactions, though we plan to adopt a written policy during the 2020 fiscal year. However, in practice, all such related party transactions are reported to, and approved by, our full Board of Directors, excluding any interested directors, or a duly-appointed committee of disinterested directors. Our Board of Directors will consider all relevant facts and persons who own more than 10% of a registered classcircumstances when deliberating such transactions, including whether the terms of the Company’s equity securities,transaction are fair to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Forms 3, 4, and 5 they file.

Based solely on the Company’s review of the copies of such forms it has received and other information known to the Company, the Company believes that all its officers, directors, and greater than 10% beneficial owners complied with all filing requirements applicable to them with respect to transactions filed during the year ended December 31, 2017.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

us.

The following describesis a summary of certain related party transactions. The related party transactions listed below were all approved by our Board of Directors.

Internalization and relationships involving us, our directors, our Manager and Asset Manager and affiliates thereof.Repurchase of Common Stock

Ownership Interests

In June 2015, Trident BRE, LLC, an affiliate of Stone Point Capital LLC, acquired through an equity investment an approximately 45.6% equity ownership interest inOn November 11, 2019, we entered into the Manager. As of March 1, 2018, the Manager is owned (i) approximately 44.44% by Trident BRE, (ii) approximately 44.44% by Ms. Tait, Tait family trusts, and an investment entityMerger Agreement providing for the families of Ms. Tait andInternalization, which was completed on February 7, 2020. In connection with the late Norman Leenhouts, one of our founders, and (iii) approximately 11.12% byInternalization, 71 employees of BRE, including our entire senior management team, became our employees, providing continuity of management for the Manager. In June 2015,Company. Our previous asset and property management agreements were terminated in connection with Trident BRE’s investment in the Manager, (i)closing of the Internalization. In connection with the Internalization, we acquired 100,000 convertible preferred interests inalso repurchased all of the Manager (the “Convertible Preferred BRE Units”), valued at $100 per Convertible Preferred BRE Unit ($10,000,000 in the aggregate), in exchange for the issuance to the Manager of 138,889outstanding shares of our Common Stock then valuedheld by BRE at $72.00$85.00 per share for approximately $20 million on December 27, 2019.

In connection with the completion of the Internalization, certain of our executive officers and (ii)directors and their affiliates received certain material benefits, including the Manager purchased 510,416following:

Term

The Asset Management Agreement is effective as of January 1, 2018 and will continue in effect until December 31, 2018, unless earlier terminated pursuant to its terms (as discussed below). On January 1, 2019, the Asset Management Agreement will automatically renew for successive additional three-year terms, subject to earlier termination (as discussed below).

Termination

The Asset Management Agreement provides that it may be terminated (i) immediately by the Independent Directors Committee for Cause (as defined below), (ii) by the Independent Directors Committee, upon 30 days written notice to the Asset Manager, in connection with a change in control of the Manager, (iii) by the Independent Directors Committee, by providing the Asset Manager with written notice of termination not less than one year prior to the last calendar day of any renewal term of the Asset Management Agreement (i.e., December 31st of the third fiscal year of any renewal term), and (iv) by Asset Manager upon written notice to us not less than one year prior to the last calendar day of any renewal term of the Asset Management Agreement. In addition, the Asset Management Agreement provides that it will automatically terminate in the event of a Disposition Event. The Asset Management Agreement defines “Cause” to include: (i) fraud, gross negligence or breach of fiduciary duty by the Asset Manager or its affiliates, (ii) willful misconduct by the Asset Manager or its affiliates which could reasonably be expected to materially adversely affect our good name, reputation or business, (iii) any material violation of the Asset Management Agreement by the Asset Manager that, after written notice thereof, is not cured within 30 days, (iv) the Asset Manager’s bankruptcy or insolvency, or (v) any affiliate of the Asset Manager being convicted of or pleading “guilty” or “no contest” to a felony in connection with the performance of the Asset Manager’s duties which could reasonably be expected to materially adversely affect our good name, reputation or business.

Key Person Event

The Asset Management Agreement provides that, upon a Key Person Event (as defined below), the Asset Manager will have a period of 60 days to present to the Independent Directors Committee two individuals to serve as Chairman and Chief Executive Officer (or comparable executive positions with substantially the same

responsibilities) of the Manager (such individuals, “Replacement Nominees”). Upon receipt of the Replacement Nominees, the Independent Directors Committee will have a period of up to six months (the “Review Period”) to consider the Replacement Nominees and to reasonably request additional information regarding the Replacement Nominees. If, prior to the expiration of the Review Period, (i) the Independent Directors Committee elects not to approve the Replacement Nominees and (ii) the Asset Manager and the Independent Directors Committee have been unable, despite mutual good faith efforts, to agree upon suitable alternative individuals to appoint as the Chairman and Chief Executive Officer of the Manager, the Independent Directors Committee will have the right to terminate the Asset Management Agreement upon written notice to the Asset Manager on or prior to the last day of the Review Period, with such termination effective 12 months from the date of such notice.

The Asset Management Agreement defines a “Key Person Event” as any event or circumstance which results in both ofparty. Amy L. Tait, our Executive Chairman of the Board and Chief Investment Officer, and Christopher J. Czarnecki, our Chief Executive Officer and a member of our Board of Directors, (or their respective successors and replacements, as approved by the Independent Directors Committee) no longer continuingindirectly owns an approximate 1.6% interest in CAHA. The lease is scheduled to serve as the Chairman and Chief Executive Officer (or comparable executive positions), respectively,expire on August 31, 2023, with two five-year renewal options. The annual gross rent for 2020 is approximately $547,324, with 2% annual increases thereafter.

Registration Rights Agreement

Upon closing of the Manager forInternalization, we entered into the Registration Rights Agreement, pursuant to which we agreed to use commercially reasonable efforts to prepare and file not later than 180 days following the completion of a continuous periodpublic offering of 60 days.our Common Stock a shelf registration statement relating to the redemption of OP Units and the offer and sale of registrable shares of Common Stock of the Company held by Amy Tait and certain affiliated members of her family (the “Founding Owners”) and Trident and its affiliates (the “Trident Owners”). We also agreed to provide two demand registration rights to the Trident Owners which are available only after completion of such an offering and to provide customary piggyback registration rights to both the Founding Owners and the Trident Owners in connection with public offerings by us after completion of a public offering. We have agreed to pay customary registration expenses and to provide customary indemnification in connection with the foregoing registration rights granted to the Founding Owners and the Trident Owners.

Termination FeesTax Protection Agreement

Upon closing of the Internalization, we entered into the Founding Owners’ Tax Protection Agreement, pursuant to which the OP agreed to indemnify the Founding Owners against the applicable income tax liabilities resulting from: (1) the sale, exchange, transfer, conveyance, or other disposition of the assets of BRE that we acquired in the Internalization (“the Contributed Property”) in a taxable transaction prior to February 7, 2030; and (2) our failure to offer the Founding Owners the opportunity to guarantee specific types of the OP’s indebtedness in order to enable the Founding Owners to continue to defer the applicable income tax liabilities associated with the allocation of that indebtedness. Our maximum liability under the Founding Owners’ Tax Protection Agreement is capped at $10 million. The aggregate built-in gain on the Contributed Property that would be allocable to the Founding Owners is estimated to be approximately $128.6 million and does not include any of our real property assets.

Asset Management Agreement provides that if the Asset Management Agreement is terminated (i) by the Independent Directors Committee in connection with a change of control of the Manager, or (ii) by the Independent Directors Committee by providing notice at least one year prior to the last calendar day of any renewal term, the Operating Company will pay the Asset Manager a fee equal to three times the asset management fee (as discussed above) to which the Asset Manager was entitled during the 12-month period immediately preceding the effective date of such termination (the “Termination Fee”).

The Termination Fee is also payable to the Asset Manager in the event that the Asset Management Agreement is terminated (i) by the Independent Directors Committee in connection with a Key Person Event (as discussed above) or (ii) automatically upon a Disposition Event.

and Property Management Agreement

Services provided byUpon closing of the Manager underInternalization, we terminated our asset management agreement and property management agreement. Pursuant to the terms of the Property Management Agreement includeasset management and property management agreements, we incurred expenses of approximately $44.7 million, $33.7 million, and $31.6 million during the following: