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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to § 240.14a-12

NETSTREIT Corp.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box)

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2024

NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
AND PROXY STATEMENT

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April 1, 2024

Dear Fellow Stockholder:

We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of NETSTREIT Corp. (the “Company” or “NETSTREIT”) to be held through a virtual web conference at www.virtualshareholdermeeting.com/NTST2024 on May 16, 2024, at 9:00 a.m. Central Daylight Time. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit questions in advance of and during the meeting by logging in to the website listed above using the 16-digit control number included in your notice of internet availability of proxy materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are admitted when the meeting starts.

We have included with this letter a proxy statement that provides you with detailed information about the Annual Meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about NETSTREIT from documents we have filed with the United States Securities and Exchange Commission (the “SEC”).

We have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules. As a result, we are mailing to our stockholders a notice instead of paper copies of this proxy statement and our 2023 Annual Report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2023 Annual Report and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.

You are being asked at the Annual Meeting to elect directors named in the accompanying proxy statement, to ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024, to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement and to conduct any other business properly brought before the Annual Meeting.

As always, we encourage you to vote your shares prior to the Annual Meeting. You may vote your shares through one of the methods described in the accompanying proxy statement. We strongly urge you to read the accompanying proxy statement carefully and to vote FOR the nominees proposed by the Board of Directors and FOR the other proposals by following the voting instructions contained in the proxy statement.

Sincerely,

Mark Manheimer

President, Chief Executive Officer and Secretary

This proxy statement is dated April 1, 2024 and is first being made available to stockholders on April 1, 2024.

2 | 2024 PROXY STATEMENT

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2021 McKinney Avenue, Suite 1150

Dallas, Texas 75201

NOTICE OF 2024 ANNUAL
MEETING OF STOCKHOLDERS

To Be Held on May 16, 2024

Time and Date:

Thursday, May 16, 2024, at 9:00 a.m. Central Daylight Time (the “Annual Meeting”)

Online check-in will be available beginning at 8:30 a.m. Central Daylight Time. Please allow ample time for the online check-in process.

Place:

This year’s Annual Meeting will be held through a virtual web conference at www.virtualshareholder meeting.com/NTST2024.

To participate in the Annual Meeting, you will need your 16-digit control number included in your notice of internet availability of proxy materials, on your proxy card, or any additional voting instructions accompanying these proxy materials.

Record Date:

March 19, 2024
(the “Record Date”)

Items to be Voted On:


	1			To elect the seven nominees to the Board of Directors (the “Board”) named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified (Proposal One);
	2			To ratify the retention of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal Two);
	3			To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal Three); and
	4			To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

How to Vote:

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE THAT YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. VOTING NOW VIA PROXY WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING.

Our Board has fixed the close of business on March 19, 2024 as the record date for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.

By Order of the Board,

Mark Manheimer
President, Chief Executive Officer and Secretary
This proxy statement is dated April 1, 2024

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON MAY 16, 2024

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a notice of internet availability of proxy materials to certain of our stockholders. This notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the notice of internet availability of proxy materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.

4 | 2024 PROXY STATEMENT

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	6			2024 PROXY STATEMENT SUMMARY
	6			2024 Annual Meeting of Stockholders
	7			Business Highlights
	8			Executive Compensation Highlights
	8			Corporate Responsibility Highlights
	9			Election of Directors
	10			Directors and Management
	10			Director Biographical Information
	13			Board Experience, Qualifications and Skills
	14			Executive Officer Biographical Information
	15			Corporate Governance
	15			Criteria for Selection of Directors
	15			Recommendation of Nominees by Stockholders
	15			Board and Committee Self-Evaluations
	15			Independence of Directors
	16			Board’s Role in Risk Oversight
	16			Corporate Responsibility
	17			Other Board Information
	18			Audit Committee
	18			Compensation Committee
	19			Nominating Committee
	20			Director Compensation Program
	21			Security Ownership of Certain Beneficial Owners, Directors and Management
	23			Compensation Discussion and Analysis
	23			Overview of the Compensation Program
	23			Say on Pay Advisory Vote Results and Stockholder Outreach
	24			Compensation Philosophy and Objectives
	24			Setting Executive Compensation
	26			Executive Compensation Components
	29			Daniel Donlan New Hire Compensation
	29			Resignation of Lori Wittman as Interim Chief Financial Officer
	30			Other Benefits
	30			Governance and Other Considerations
	32			Executive Compensation
	32			Summary Compensation Table
	33			Grants of Plan-Based Awards
	35			Outstanding Equity Awards at 2023 Fiscal Year-End
	36			Stock Vested in 2023
	36			Potential Payments Upon Termination or Change in Control
	38			Compensation and Risk

	39			Compensation Committee Report
	40			Audit Committee Report
	41			Pay Ratio
	42			Pay Versus Performance
	44			Performance Measures
	44			Analysis of the Information Presented in the Pay Versus Performance Table
	46			Fees of Independent Accountants
	47			Certain Relationships and Related Party Transactions
	48			Ratification of Retention of Independent Registered Public Accounting Firm
	49			Advisory Vote on Executive Compensation
	50			Questions and Answers About the Annual Meeting
	50			Why did you send me this Proxy Statement?
	50			Who can vote at the Annual Meeting?
	50			How many shares must be present to conduct the Annual Meeting?
	50			What matters are to be voted on at the Annual Meeting?
	50			How does the Board recommend that I vote?
	51			How do I vote at the Annual Meeting?
	51			What does it mean if I receive more than one notice of internet availability of proxy materials?
	51			May I change my vote?
	51			What vote is required to elect directors and approve the other matters described in this Proxy Statement?
	52			What is the difference between holding shares as a stockholder of record and as a beneficial owner?
	52			How do I vote if my bank or broker holds my shares in “street name”?
	52			How many votes do I have?
	52			How will the votes be counted at the Annual Meeting?
	52			How will the Company announce the voting results?
	52			Who pays for the Company’s solicitation of proxies?
	53			What is “householding” and how does it work?
	53			How do I participate in the Annual Meeting?
	54			STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
	55			Other Matters
	A-1			Appendix A — Reconciliation of Non-Gaap Financial Measures

5 | 2024 PROXY STATEMENT

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2024 PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2023 performance, please review our 2023 Annual Report on Form 10-K.

2024 Annual Meeting of Stockholders

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Date and Time: May 16, 2024, 9:00 a.m. Central Daylight Time. Online check-in will be available at 8:30 a.m. Central Daylight Time. Please allow ample time for the online check-in process.

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SEC Form DEF 14A filed by NetSTREIT Corp.