UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Resignation
Effective November 6, 2022 (the “Effective Date”), Andrew Blocher voluntarily resigned from his positions as Chief Financial Officer, Secretary and Treasurer of NETSTREIT Corp. (the “Company”). Mr. Blocher’s departure is not based on any disagreements with the Company’s accounting principles, practices or financial statement disclosures.
In connection with Mr. Blocher’s resignation, NETSTREIT Management, LLC entered into a Separation Agreement and General Release, dated the Effective Date, with Mr. Blocher (the “Separation Agreement”). The Separation Agreement provides for the following: (i) a payment to Mr. Blocher equal to one-times the amount of Mr. Blocher’s current base salary and anticipated 2022 bonus, or $780,000; (ii) accelerated vesting of all of Mr. Blocher’s restricted stock units (“RSUs”) issued pursuant to the Company’s Alignment of Interest Program (the “Alignment RSUs”); (ii) accelerated vesting of 56,211 of Mr. Blocher’s unvested time-based RSUs (other than the Alignment RSUs) (the “Time-Based RSUs”) and the forfeiture by Mr. Blocher of his remaining 41,023 unvested Time-Based RSUs; (iii) forfeiture of all of Mr. Blocher’s outstanding performance stock units; and (iv) a maximum of 18 months of COBRA reimbursement. In connection with the foregoing, Mr. Blocher provided a general release and waiver of all claims against the Company and will continue to be subject to certain restrictive covenants in accordance with the terms of his Amended and Restated Employment Agreement, dated February 22, 2022, by and between Mr. Blocher and NETSTREIT Management, LLC, including non-competition, non-solicitation and non-disparagement covenants. The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the Separation Agreement filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, and such exhibit is incorporated herein by reference.
Interim Chief Financial Officer
On November 6, 2022, Lori Wittman, age 63, a member of the Board of Directors (the “Board”) of the Company, was appointed Interim Chief Financial Officer of the Company, effective November 7, 2022, to serve while the Board conducts a formal search process to identify and appoint a permanent Chief Financial Officer. Ms. Wittman’s biographical information is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 4, 2022, and is incorporated by reference herein. There are no arrangements or understandings between Ms. Wittman and any other persons pursuant to which she was appointed as Interim Chief Financial Officer of the Company. There are no family relationships between Ms. Wittman and any of the Company’s other directors or executive officers, and Ms. Wittman is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Wittman’s appointment as Interim Chief Financial Officer, NETSTREIT Management, LLC entered into an offer letter, dated the Effective Date, with Ms. Wittman (the “Offer Letter”) pursuant to which Ms. Wittman will receive $75,000 per month as compensation for her service and will agree to serve for a term of six months, subject to successive one-month extensions. Notwithstanding the foregoing, Ms. Wittman’s employment with the Company is an at-will relationship that may be terminated at any time by her or the Company, for any reason. Subject to the approval of the Compensation Committee of the Board, Ms. Wittman will receive an award of Time-Based RSUs with a grant date fair value of $90,000 on substantially the same terms, and at the same time, as RSU awards made to the Company’s non-employee directors in 2023. Ms. Wittman will continue to serve as a director during the term of her employment with the Company but will not receive any compensation in respect of her Board service during that time. The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the Offer Letter herewith as Exhibit 10.2 to this Current Report on Form 8-K, and such exhibit is incorporated herein by reference.
Item 8.01. Other Events.
Committee Composition Changes
In connection with her appointment as Interim Chief Financial Officer, effective November 7, 2022, Ms. Wittman has resigned from the Audit and Nominating and Corporate Governance Committees of the Board. Michael Christodolou has been appointed chair of, and Todd Minnis has been added to, the Audit Committee effective as of November 7, 2022.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |
| Exhibit No. | Description | |
| 10.1* | Separation Agreement and General Release, dated November 6, 2022, between NETSTREIT Management, LLC and Andrew Blocher. | |
| 10.2* | Offer Letter, dated November 6, 2022, between NETSTREIT Management, LLC and Lori Wittman. | |
| 104 | Cover page interactive data file (embedded within the inline XBRL document). | |
* Management contract or compensatory plan or arrangement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NETSTREIT Corp. | |||
| November 7, 2022 | /s/ MARK MANHEIMER | ||
| Date | Mark Manheimer | ||
| President and Chief Executive Officer |