National Retail Properties (NNN) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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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))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to §240.14a-12

National Retail Properties, Inc.

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(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] 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

NATIONAL RETAIL PROPERTIES, INC.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Tel: 407-265-7348

March 22, 2022

To Our Stockholders:

You are cordially invited to attend the annual meeting of stockholders of National Retail Properties, Inc. (the “Company”) on May 12, 2022, at 8:30 a.m. local time, at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801. As part of the Company's precautions regarding the coronavirus or COVID-19, the Company is planning for the possibility that stockholder attendance may not be permitted by local, state or federal law or may not be in the best interest of the Company's employees, stockholders and community to permit stockholder attendance. If stockholder attendance is not permitted or the Company determines that it is not in the best interest of the Company's employees, stockholders and community to permit stockholder attendance, the Company will arrange for stockholders to have access to the meeting via live telecast or webcast. If the Company takes this step, the Company will announce the decision to do so by April 28, 2022, via a press release and post details on its website that will also be filed with the SEC as proxy material. Enclosed for your review are the Proxy Card, Proxy Statement and Notice of Meeting for the Annual Meeting of Stockholders, which describe the business to be conducted at the meeting. The matters proposed for consideration at the meeting are:

1. The election of eight directors;

2. An advisory vote on executive compensation; and

3. The ratification of the selection of our independent registered public accounting firm for 2022.

Whether you own a few or many shares of stock of the Company, it is important that your shares be represented. If you cannot personally attend the meeting, we encourage you to make certain you are represented at the meeting by signing and dating the accompanying proxy card and promptly returning it in the enclosed envelope. You may also vote either by telephone (1-800-690-6903) or on the Internet (http://www.proxyvote.com). Returning your proxy card, voting by telephone or voting on the Internet will not prevent you from voting in person, but will assure that your vote will be counted if you are unable to attend the meeting. As always, the Company encourages you to vote your shares prior to the Annual Meeting.

Sincerely,

NATIONAL RETAIL PROPERTIES, INC.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 12, 2022

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of NATIONAL RETAIL PROPERTIES, INC. will be held at 8:30 a.m. local time, on May 12, 2022 , at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801*, for the following purposes:

1. The election of eight directors;

2. An advisory vote on executive compensation; and

3. The ratification of the selection of our independent registered public accounting firm for 2022.

We will also transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on March 15, 2022, will be entitled to notice of and to vote at the annual meeting or at any adjournment thereof.

Stockholders are cordially invited to attend the meeting in person. PLEASE VOTE, EVEN IF YOU PLAN TO ATTEND THE MEETING, by completing, signing and returning the enclosed proxy card, by telephone (1-800-690-6903) or on the internet (http://www.proxyvote.com) by following the instructions on your proxy card. If you decide to attend the meeting you may revoke your Proxy and vote your shares in person. It is important that your shares be voted.

By Order of the Board of Directors,

March 22, 2022

Orlando, Florida

*As part of the Company's precautions regarding the coronavirus or COVID-19, the Company is planning for the possibility that stockholder attendance may not be permitted by local, state or federal law or may not be in the best interest of the Company's employees, stockholders and community to permit stockholder attendance. If stockholder attendance is not permitted or the Company determines that it is not in the best interest of the Company's employees, stockholders and community to permit stockholder attendance, the Company will arrange for stockholders to have access to the meeting via live telecast or webcast. If the Company takes this step, the Company will announce the decision to do so by April 28, 2022, via a press release and post details on its website that will also be filed with the SEC as proxy material. As always, the Company encourages you to vote your shares prior to the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING TO BE HELD ON MAY 12, 2022

Our Proxy Statement and our Annual Report to shareholders,

which includes our Annual Report on Form 10-K, are available at

www.nnnreit.com/proxyvote

NATIONAL RETAIL PROPERTIES, INC.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Tel: 407-265-7348

General. This Proxy Statement is furnished by the Board of Directors of National Retail Properties, Inc. (the “Company”) in connection with the solicitation by the Board of Directors of proxies to be voted at the annual meeting of stockholders to be held on May 12, 2022, and at any adjournment thereof, for the purposes set forth in the accompanying notice of such meeting. All stockholders of record at the close of business on March 15, 2022 (the “Record Date”), will be entitled to vote. It is anticipated that this Proxy Statement and the enclosed Proxy will be mailed to stockholders on or about March 30, 2022. The Proxy Statement and our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) will also be available on the Internet at www.nnnreit.com/proxyvote.

When we use the words “we,” “us,” “our” or “Company,” we are referring to National Retail Properties, Inc.

Voting/Revocation of Proxy. If you complete and properly sign and mail the accompanying proxy card, it will be voted as you direct. If you are a registered stockholder and attend the meeting, you may deliver your completed proxy card in person. “Street name” stockholders who wish to vote at the meeting will need to obtain a proxy from the institution that holds their shares.

If you are a registered stockholder, you may vote by telephone (1-800-690-6903), or electronically through the Internet (http://www.proxyvote.com), by following the instructions included with your proxy card. If your shares are held in “street name,” please check your proxy card or contact your broker or nominee to determine whether you will be able to vote by telephone or electronically.

Any proxy, if received in time, properly signed and not revoked, will be voted at such meeting in accordance with the directions of the stockholder. If no directions are specified, the proxy will be voted FOR each of Proposals I, II, and III contained herein. Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. A proxy may be revoked (1) by delivery of a written statement to the Secretary of the Company stating that the proxy is revoked, (2) by presentation at the annual meeting of a subsequent proxy executed by the person executing the prior proxy, or (3) by attendance at the annual meeting and voting in person.

Vote Required for Approval; Quorum. The nominees for director who receive a majority of the votes cast will be elected. If you indicate “withhold authority to vote” for a particular nominee by entering the number of any nominee (as designated on the proxy card) below the pertinent instruction on the proxy card, your vote will not count either for or against the nominee. As of the Record Date, 175,810,465 shares of the common stock of the Company (the “Common Stock”) were outstanding, of which 175,141,685 shares entitled the holder thereof to one vote on each of the matters to be voted upon at the annual meeting. As of the Record Date, our executive officers and directors had the power to vote approximately .37% of the outstanding shares of Common Stock. Our executive officers and directors have advised us that they intend to vote their shares of Common Stock FOR each of Proposals I, II, and III contained herein.

The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at a meeting of stockholders shall constitute a quorum.

Votes cast in person or by proxy at the annual meeting will be tabulated and a determination will be made as to whether or not a quorum is present. We will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence or absence of a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the stockholders. If a broker submits a proxy indicating that it does not have discretionary authority as to certain shares to vote on a particular matter (broker non-votes), those shares will not be considered as present and entitled to vote with respect to such matter. Broker non-votes with respect to the election of directors will have no effect on the outcome of the vote on that proposal.

YOUR VOTE AT THE ANNUAL MEETING IS VERY IMPORTANT TO US.

Solicitation of Proxies. Solicitation of proxies will be primarily by mail. We will bear the cost of soliciting proxies from our stockholders. In addition to solicitation by mail, our directors, officers, employees, and agents may solicit proxies by telephone, internet, or otherwise. These directors, officers, and employees will not be additionally compensated for the solicitation, but may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation. Copies of solicitation materials will be furnished to brokerage firms, fiduciaries, and other custodians who hold shares of our Common Stock of record for beneficial owners for forwarding to such beneficial owners. We may also reimburse persons representing beneficial owners for their reasonable expenses incurred in forwarding such materials.

TABLE OF CONTENTS

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PROPOSAL I

ELECTION OF DIRECTORS

Nominees

Based on the recommendation of our Governance and Nominating Committee, the persons named below have been nominated by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for election as directors to serve until the next annual meeting of stockholders or until their successors shall have been elected and qualified.

In selecting the candidates to nominate for election as directors, the Governance and Nominating Committee’s principal qualification is whether an individual has the ability to act in the best interests of the Company and its stockholders. The Governance and Nominating Committee endeavors to identify individuals to serve on the Board who have expertise that is useful to the Company and complementary to the background, skills and experience of other Board members. Each individual serving on the Board should be willing to devote the time necessary to carry out the responsibilities of a director of the Company. The Governance and Nominating Committee’s assessment of the composition of the Board should include: (a) skills - business and management experience, real estate experience, accounting experience, finance and capital markets experience, and an understanding of corporate governance regulations and public policy matters, (b) character - ethical and moral standards, leadership abilities, sound business judgment, independence and innovative thought, and (c) composition - diversity and public company experience. The Governance and Nominating Committee measures the Board’s composition by taking into account the entirety of the Board and the criteria listed above rather than having any representational directors.

Our Board views diversity in a broad sense, taking into consideration not only racial, ethnic and gender diversity, but also the mix of qualifications of our directors including tenure, experience levels and types of experience, including both industry and subject matter expertise. When considering board candidates, the Governance and Nominating Committee considers whether an individual would bring a diverse viewpoint to the Board, including with respect to the candidate’s gender, race and ethnicity. The Governance and Nominating Committee has demonstrated its commitment to both diversity and board refreshment by adding over the last 6 years five new directors to the Board, expanding the diversity of gender, race, and ethnicity of the Board. Recent Board refreshment has deepened the diversity of composition, thought and experience of the Board, adding fresh perspectives, and maintaining the effectiveness of the Board through the retirement of its long-serving members. The Governance and Nominating Committee intends to continue considering the diversity of experience and perspective, including racial, ethnic and gender diversity, that future candidates may bring when nominating individuals to serve on our Board. Our Governance and Nominating Committee identifies potential director candidates through a variety of means, including recommendations from members of the Board, suggestions from Company management, and shareholder recommendations. Our Governance and Nominating Committee may also, in its discretion, engage director search firms to identify candidates. During fiscal year 2021, our Governance and Nominating Committee retained the services of a leading director search firm and paid a fee in connection with the director search process.

The table sets forth each nominee’s name, age, principal occupation or employment and directorships in other public corporations during at least the last five years, as well as the specific experience, qualifications, attributes and skills each nominee has acquired in such positions. Each of the nominees below have been recommended by the Governance and Nominating Committee and approved by the Board of Directors for inclusion on the attached proxy card.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE

NOMINEES DESCRIBED BELOW FOR ELECTION AS DIRECTORS.

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In the event that any nominee(s) should be unable to accept the office of director, which is not anticipated, it is intended that the persons named in the Proxy will vote FOR the election of such other person in the place of such nominee(s) for the office of director as the Board of Directors may recommend.

Board Composition

Qualifications and Experience. The Governance and Nominating Committee believes that a complementary balance of knowledge, experience and capability will best serve the Company and its stockholders. The table below summarizes certain of the types of experience, qualifications, attributes and skills of each director nominee that the Board believes to be desirable because of their particular relevance to the Company’s business and structure.

Racial, Ethnic and Gender Diversity, Tenure and Age. In addition to maintaining Board diversity in experience, qualifications, attributes and skills, The Governance and Nominating Committee is committed to ensuring Board diversity including racial, ethnic and gender diversity. To ensure the Board has an appropriate balance of institutional knowledge and fresh perspectives, our Governance and Nominating Committee considers, among other factors, length of tenure and age when reviewing nominees. We have onboarded five new directors in the past six years, increasing the racial, ethnic and gender diversity of the Board as well as breadth of experience, while also providing Board refreshment.

2021 Performance and Business Highlights

Our business strategy delivers consistent, sustainable growth in support of long-term value creation while maintaining a conservative balance sheet. In fiscal year 2021, we remained resilient through the pandemic and continued to grow operationally and deliver value to shareholders.

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Corporate Governance

General. We are currently managed by an ten-member Board of Directors that consists of Mses. Beall and Holden, and Messrs. Cosler, DeFosset, Fick, Fritsch, Habicht, Horn, Whitehurst and Witherspoon, with Mr. DeFosset serving as Chairperson of the Board from January 1 - April 30, 2021; and Mr. Cosler from May 1, 2021 to present. Mr. DeFosset will retire from the Board effective as of May 12, 2022 and will not stand for re-election as a director. Mr. Witherspoon joined the Board as an independent director effective January 1, 2022.

Julian E. Whitehurst, our Chief Executive Officer and President and member of the Board, is not standing for re-election as a director and will retire from the Board and as Chief Executive Officer and President of the Company effective as of April 28, 2022 in connection with his previously announced retirement and the Company’s long-term executive succession planning.

Effective as of April 29, 2022, Stephen A. Horn, Jr. will assume the positions of Chief Executive Officer and President and, pursuant to the recommendation of the Governance and Nominating Committee, the Board appointed Mr. Horn as a member of the Board effective February 17, 2022. Pursuant to the Governance and Nominating Committee’s recommendation, Mr. Horn has been nominated by the Board for re-election as a director to serve until the next annual meeting of stockholders or until his successor has been elected and qualified.

The Board of Directors has adopted a set of corporate governance guidelines, which, along with the written charters for the Board committees described below, provide the framework for the Board’s governance of the Company. Our corporate governance guidelines are available on our website at http://www.nnnreit.com.

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Highlights of our corporate governance include (1):

(1) Statistics presented in the table reflect the composition of the current Board and reflect the announced retirements of Messrs. DeFosset and Whitehurst.

Independence and Composition. Our corporate governance guidelines and the rules and regulations of the New York Stock Exchange, which we refer to as the NYSE listing standards, each requires that a majority of the Board of Directors are “independent” directors, as that term is defined in the NYSE listing standards.

Leadership Structure. The Board of Directors has determined that Mses. Beall and Holden and Messrs. Cosler, DeFosset, Fick, Fritsch and Witherspoon representing a majority of the Board of Directors, qualify as independent directors (the “Independent Directors”) as that term is defined in the NYSE listing standards. The Board of Directors made its determination based on information furnished by all directors regarding their relationships with us and our affiliates and research conducted by management. In addition, the Board of Directors consulted with our external legal counsel to ensure that the Board’s determination would be consistent with all relevant securities laws and regulations as well as the NYSE listing standards.

Our Board of Directors has been directed by a non-executive Chairperson of the Board since 2017. The Board of Directors believes that having its own leadership separate from our Chief Executive Officer provides the Board of Directors with an effective way to ensure that they are fully informed and have the opportunity to fully debate all important issues in order to fulfill its oversight responsibilities and hold management accountable for the performance of the Company. This also allows our Chief Executive Officer to focus his time on running our day-to-day business. Mr. DeFosset has served as Chairperson of the Board since his election on December, 20, 2018 through April 30, 2021. Mr. Cosler has served as Chairperson of the Board since his election May 1, 2021. In his role as Chairperson of the Board, Mr. Cosler presides over all meetings of the stockholders and directors, and reviews and approves Board meeting schedules, agendas, and information provided to the Board. In addition, Mr. Cosler presides as Chairperson when the Board meets in executive session and he serves as the interface between the Board and the Chief Executive Officer in communicating matters discussed during the executive session.

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Risk Oversight. Our management is responsible for managing the day-to-day risks associated with our business. The Board of Directors, however, is elected to provide effective oversight of our affairs for the benefit of our stockholders, and among its primary responsibilities, in accordance with our corporate governance guidelines, is overseeing management in the competent and ethical operation of the Company, reviewing and approving our business plans and corporate strategies, and adopting and evaluating policies of corporate and ethical conduct and governance. Implicit in these duties is risk oversight, the primary responsibility of which has been delegated to the Board’s Audit Committee. Among the significant risks that we oversee are operational risk; legal and regulatory compliance risk, financial risk, such as credit risks, interest rate risk, market risk, and liquidity risk; privacy and data security risk. The Audit Committee reviews with management annually, or more frequently as the Audit Committee deems necessary, our significant risks or exposures and discusses guidelines and policies to govern this process and assesses steps that management has taken to minimize such risks to the Company.

While the primary responsibility has been delegated to the Audit Committee, the Governance and Nominating Committee and the Compensation Committee consider risks within their area of responsibility. Further, each director may consult with management at any time and is encouraged to discuss with management any questions such director may have.

With respect to risks related to compensation matters, our management, together with the Compensation Committee, reviewed our compensation policies and practices for our employees in order to determine whether they are reasonably likely to have a material adverse effect on the Company. We believe that our compensation policies and practices do not promote unreasonable risk-taking behavior and are not reasonably likely to have a material adverse effect based on the following factors:

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Given these factors, we believe we have mitigated potential short-term excessive risk-taking and aligned compensation with increasing long-term shareholder value.

Meetings and Attendance. Our corporate governance guidelines provide that it is the responsibility of individual directors to make themselves available to attend scheduled and special Board meetings on a consistent basis. All of the directors were in attendance for all four Board of Directors meetings in 2021 and for the 2021 annual meeting of the Company’s stockholders. Non-management members of the Board of Directors met in an executive session five times in the fiscal year ended December 31, 2021. These sessions were presided over by Mr. DeFosset and Mr. Cosler in their capacity as Chairperson.

Interested Party Communications. The Board of Directors has adopted a process whereby stockholders and other interested parties can send communications to our directors. Anyone wishing to communicate directly with one

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or more directors may do so in writing addressed to the director or directors, c/o National Retail Properties, Inc., 450 South Orange Avenue, Suite 900, Orlando, Florida 32801, attention: Secretary of the Company. All correspondence will be reviewed by the Secretary of the Company and forwarded directly to the addressee so long as, in the Secretary’s discretion, such correspondence is reasonably related to protecting or promoting legitimate interests of interested parties or the reliability of the financial markets.

Corporate Responsibility

We are focused on achieving success for our shareholders, providing a world class working environment for our associates, enriching our community and maximizing the preservation of environmental resources. We operate our business in accordance with the highest ethical standards and best-in-class corporate governance standards not just because it is the right thing to do, but because it is critical to the long-term success of our shareholders, associates, and community.

Human Capital Development. As of January 31, 2022, the Company employed 72 associates. Our success is dependent upon the dedication and hard work of our talented associates. Our associates are true experts in their fields. We encourage continued professional and personal development of all associates by providing hundreds of hours of in-person and online training opportunities that touch all aspects of our business. We also have associate mentoring and training programs and formalized talent development programs at all levels of the Company. The success of our commitment to our associates is shown in the long tenure of our associates. Our executive team, our department heads, and our senior managers average over 20 years of experience with the Company. In addition, 49% of our associates have been with company for 10 years or longer. The institutional knowledge and long tenure of our associates is a true competitive advantage of the Company. We have adopted a Human Capital Policy which is available on our website at http://www.nnnreit.com.

Total Rewards, Benefits & Work-Life Balance. The Company also focuses on additional benefits for our associates to make sure our associates are not only well compensated but also engaged, developed and satisfied with their work-life balance. There are six key elements to our total rewards system: Compensation, Benefits, Wellness, Work-Life Balance, Professional Development and Recognition. Our programs include but are not limited to a 401(k) plan with a company match, flexible work schedules, college saving plans, educational assistance program, adoption benefits, flexible spending and health saving accounts, health and wellness events, and access to a state of the art online wellness platform. We have been the recipient of numerous wellness awards, including the prestigious Cigna Well-Being Award. We actively monitor employee engagement and we conducted an anonymous associate engagement survey in both 2020 and 2021 using a leading third party consultant. We have taken a variety of actions and made a variety of initiatives based on the results of such surveys, including but not limited to, an expanded Remote Work Policy, expanded employee recognition programs and other health and wellness programs.

Community Service and Partnerships. We care about the communities in which we live and work. We stand behind our commitment to improving education, strengthening neighborhoods, and encouraging volunteer service. We actively promote volunteering by our associates. We organize and sponsor specific volunteer days throughout the year at various charities, including Ronald McDonald House of Central Florida and Give Kids the World. Associates are encouraged to volunteer on work days during work hours. In addition to our donation of time, we also are a meaningful financial investor in numerous charities in the Central Florida community, including the Boys & Girls Clubs of Central Florida, Elevate Orlando (a teacher mentor program for high risk urban youth that help young women and men graduate high school with a plan for the future) and Second Harvest Food Bank.

Environmental Practices and Impact. As an owner of a large number of properties throughout the United States it is important to the Company to be a good corporate citizen and a good steward of the environment. We demonstrate our commitment to be a good stewardship of the environment in a variety of ways both at our headquarters and at our properties across the country.

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Our Headquarters. Our headquarters building is EPA’s Energy Star certified. A building that has earned EPA’s Energy Star certification uses 35% less energy and generates 35% fewer greenhouse gas emissions. In order to receive this designation, the following components must be met:

Furthermore, we encourage a culture of environmental preservation and efficient usage of environmental resources throughout the company by supporting the following green initiatives:

We have located our headquarters where our associates can reduce their carbon footprint by using the following green transportation programs: (i) electric charging stations and designated parking spaces for hybrid vehicles, (ii) bicycle storage lockers as well as bike racks, (iii) electric commuter bike and scooter rental stations, and (iv) free commuter bus for travel throughout downtown Orlando.

Our Portfolio of Properties. The properties in our portfolio are generally leased to our tenants under long-term triple net leases with typical lease terms of 30 to 40 years including base terms and option terms which gives our tenants exclusive control over and the ability to institute energy conservation and environmental management programs at our properties. Our tenants are overwhelmingly large companies with sophisticated conservation and sustainability programs. These programs limit the use of resources and limit the impact of the use of our properties on the environment, including, but not limited to, implementing green building and lighting standards, and recycling programs. Our leases also typically require the tenants to fully comply with all environmental laws, rules and regulations, including any remediation requirements. Our risk management associates actively monitor any environmental conditions on our properties to make sure that the tenants are meeting their obligations to remediate or remedy any open environmental matters. On all properties that we acquire we obtain an environmental assessment from a licensed environmental consultant to understand any environmental risks and liabilities associated with a

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property and to ensure that the tenant will address any environmental issues on our properties. Furthermore, we have in place a portfolio environmental insurance policy that covers substantially all of properties from certain environmental risks.

When possible under our triple-net leases, we engage with our tenants to promote good environmental practices on our properties, including discussions regarding the following: (i) environmental sustainability and recycling requirements, (ii) energy efficiency requirements, including Energy Star requirements, and EPA Water Sense program requirements, (iii) environmental conservation and green building requirements, in accordance with industry best practices, and (iv) energy usage reporting requirements. Furthermore, our form leases require the tenants to report energy usage and emissions.

Climate Preparedness. We regularly monitor the status of impending natural disasters and the impact of such disasters on our properties. In most leases our tenants are required to carry full replacement cost coverage on all improvements located on our properties. For those properties located in a nationally designated flood zone, we typically require our tenants to carry flood insurance pursuant to the federal flood insurance program. For those properties located in an area of high earthquake risk, we typically require our tenants to carry earthquake insurance above what is typically covered in an extended coverage policy. In addition, we also carry a contingent extended coverage policy on all of its properties which also provides coverage for certain casualty events, including fire and windstorm.

Some of the highlights of the Company's ongoing commitment to being a good and ethical corporate citizen include the following actions taken by the Company in 2020-2021:

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Audit Committee

General. The Board of Directors has established an Audit Committee, which is governed by a written charter, a copy of which is available on our website at http://www.nnnreit.com. Among the duties, powers and responsibilities of the Audit Committee as provided in its charter, the Audit Committee:

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Independence and Composition. The composition of the Audit Committee is subject to the independence and other requirements of the Securities Exchange Act of 1934 and the rules and regulations promulgated by the SEC thereunder (the “Exchange Act”), and the NYSE listing standards.

The Board of Directors, upon the unanimous recommendation of the Governance and Nominating Committee, has determined that all current members of the Audit Committee are “independent,” as that term is defined in the NYSE listing standards and as required by the Exchange Act, and meet all audit committee composition requirements of the Exchange Act and the NYSE listing standards, and that each of Mses. Beall and Holden and Mr. Fick qualifies as an “audit committee financial expert” as that term is defined in the Exchange Act.

Meetings. The Audit Committee met nine times in the fiscal year ended December 31, 2021. The current Audit Committee consists of Mses. Beall and Holden and Messrs. Fick and Fritsch, with Mr. Fick serving as Chairperson.

Governance and Nominating Committee

General. The Board of Directors has established a Governance and Nominating Committee, which is governed by a written charter, a copy of which is available on our website at http://www.nnnreit.com. As provided in the Governance and Nominating Committee charter, the Governance and Nominating Committee:

Selection of Director Nominees. Our corporate governance guidelines provide that the Governance and Nominating Committee will endeavor to identify individuals to serve on the Board of Directors who have expertise that is useful to us and complimentary to the background, skills and experience of other Board members. The process undertaken by the Governance and Nominating Committee is described under the section of this proxy statement entitled "PROPOSAL 1 - ELECTION OF DIRECTORS - Nominees".

The Governance and Nominating Committee also considers director nominees recommended by stockholders. See the section of this proxy statement entitled “PROPOSALS FOR NEXT ANNUAL MEETING” for a description of how stockholders desiring to make nominations for directors and/or to bring a proper subject before a meeting should do so. The Governance and Nominating Committee evaluates director candidates recommended by

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stockholders in the same manner as it evaluates director candidates recommended by our directors, management or employees.

In addition, in February 2021, the Board of Directors adopted amendments to our bylaws to implement proxy access. A stockholder, or group of up to 20 stockholders, owning continuously for at least three years shares of Company Common Stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in the Company’s proxy materials director nominees constituting up to the greater of (i) two directors or (ii) 20% of the Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in the bylaws.

Independence and Composition. The NYSE listing standards require that the Governance and Nominating Committee consist solely of independent directors. The Board of Directors, upon the unanimous recommendation of the Governance and Nominating Committee, has determined that all current members of the Governance and Nominating Committee are “independent” as that term is defined in the NYSE listing standards.

Meetings. The Governance and Nominating Committee met five times in the fiscal year ended December 31, 2021. The current Governance and Nominating Committee consists of Ms. Beall and Messrs. Fritsch and DeFosset, with Mr. Fritsch serving as Chairperson.

Compensation Committee

General. The Board of Directors has established a Compensation Committee, which is governed by a written charter, a copy of which is available on our website at http://www.nnnreit.com.

Processes and Procedures for Executive and Director Compensation Determinations

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Our executive compensation programs and philosophy are described in greater detail under the section entitled “Compensation Discussion and Analysis.”

Independence and Composition. The NYSE listing standards require that the Compensation Committee consist solely of independent directors. The Board of Directors, upon the unanimous recommendation of the Governance and Nominating Committee, has determined that all current members of the Compensation Committee are “independent” as that term is defined in the NYSE listing standards.

Meetings. The Compensation Committee met five times in the fiscal year ended December 31, 2021. The current Compensation Committee consists of Ms. Holden and Messrs. DeFosset and Fick, with Ms. Holden serving as Chairperson.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or was previously an officer or employee of the Company, and no executive officer of the Company serves on the board of directors of any company at which any member of the Compensation Committee is employed.

Director Compensation

The Compensation Committee periodically reviews the non-employee director compensation program, with the assistance of its independent consultant, to ensure it remains sufficiently competitive to attract and retain high caliber and experienced Board members. In doing so, consideration is given to director pay practices and values for comparable organizations, including the same industry peer group used in the review of executive compensation for named executive officers. The following table summarizes the non-employee director compensation program in effect during fiscal year 2021:

Retainer values for board and committee service have been in effect since July 1, 2017, and the Board Chair premium retainer value has been in effect since July 1, 2019. Non-employee directors may elect to receive up to $80,000 of their annual board compensation in the form of cash, with the remainder paid in shares of the Company’s common stock. All retainers are paid on a quarterly basis.

Following a Pearl Meyer study conducted in 2021 which found that total compensation levels and total Board costs for our directors were below the 50th percentile (or “median”) of industry peers (as identified in the “Executive Compensation-Compensation Discussion and Analysis-Benchmarking” section of this proxy), the Compensation

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Committee approved certain changes to the non-employee director pay program, effective July 1, 2022. Changes include increases to the Board member retainer (to $212,500, with up to $80,000 payable in cash), Board Chair premium retainer (to $100,000), Compensation Committee Chair retainer (to $22,500), and retainers for service on the Governance and Nominating Committee (to $20,000 for the Chair and $8,000 for other members). Committee retainers continue to be payable in cash or stock at the election of each non-employee director. The following table shows the compensation paid to our non -employee directors during fiscal year 2021:

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Pursuant to our corporate governance guidelines, each of our non-employee directors is required to own our Common Stock equivalent to three times the annual total board compensation (including both the cash and equity components) within five years of becoming a board member. The Compensation Committee reviews progress toward meeting these ownership requirements annually, and each of the nominees that have served on the Board of Directors for the requisite number of years exceeds the ownership requirements.

A Deferred Fee Plan was established by the Company for the benefit of its directors and their beneficiaries. A director may elect to defer all or part of his or her director’s fees to be earned in any calendar year by filing a deferred fee agreement with the Company no later than December 15 of the previous year. A director has the option to have deferred fees paid in cash, in shares of Common Stock or in a combination of cash and Common Stock. If the director elects to have the deferred fees paid in stock, the number of shares allocated to the director’s stock account is determined based on the market value of the Common Stock on the trading day preceding the date the deferred director’s fees were earned. A director is entitled to receive the vested portion of the amounts credited to his or her deferred fee account at the time specified in such director’s fee agreement.

The following table sets forth fees deferred into shares of Common Stock, as well as dividends earned on the deferred shares by directors under the Deferred Fee Plan.

Code of Business Conduct, Insider Trading Policy, and Anti-Corruption Policy

Our directors, as well as our officers and employees, are also governed by our Code of Business Conduct, an Insider Trading Policy, and Anti-Corruption Policy, all of which are available on our website at

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http://www.nnnreit.com. Amendments to, or waivers from, a provision of the Code of Business Conduct that applies to our directors, executive officers or employees will be posted to our website within four business days following the date of such amendment or waiver.

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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 (the “Securities Act”) or the Exchange Act except to the extent that the Company incorporated 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 at http://www.nnnreit.com. The Audit Committee charter is designed to assist the Audit Committee in complying with applicable provisions of the Exchange Act and the NYSE listing standards, all of 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 and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s 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 has discussed with the independent auditor the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC.

The Company’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and letter required by applicable requirements of 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 consolidated 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, 2021, filed with the SEC.

AUDIT COMMITTEE

David M. Fick, Chairperson

Pamela K. M. Beall

Edward J. Fritsch

Betsy D. Holden

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Executive Officers

Our executive officers for fiscal year 2021 are listed below.

The backgrounds for Messrs. Tessitore and Whitehurst and Ms. Miller are set forth below. The backgrounds of Messrs. Habicht and Horn are described above at “PROPOSAL I - ELECTION OF DIRECTORS - Nominees.”

Michelle L. Miller, age 53, has served as Executive Vice President and Chief Accounting Officer since March 2016. She joined National Retail Properties in 1999 and currently leads the accounting department as well as oversees financial reporting, forecasting, lease administration and information technology. Prior to 1999, Ms. Miller worked as a Senior Manager with KPMG and focused primarily on real estate and financial institutions. She is a CPA and received her B.S. in Accounting and Finance from Florida State University in 1991. Ms. Miller is a member of the American Institute of CPAs, the Florida Institute of CPAs, Nareit and ICSC.

Christopher P. Tessitore, age 54, has served as Executive Vice President of the Company since January 2007, as General Counsel since February 2006 and as Secretary since May 2006. He also previously served as Senior Vice President and Assistant General Counsel of the Company from 2005 to 2006. Prior to March 2005, Mr. Tessitore was a shareholder at the law firm of Lowndes, Drosdick, Doster, Kantor & Reed, P.A., where he specialized in real estate acquisition, development and finance, as well as general business law. He is a member of ICSC, Nareit, and the Association of Corporate Counsel.

Julian E. Whitehurst, age 64, has served as a director of the Company since February 2017, as CEO of the Company since April 2017, and as President of the Company since May 2006. As announced on January 19, 2022, Mr. Whitehurst will retire from the Board and as CEO and President effective April 28, 2022. He also previously served as Chief Operating Officer of the Company from June 2004 to April 2017, as Executive Vice President of the Company from February 2003 to May 2006, as Secretary of the Company from May 2003 to May 2006, and as General Counsel from 2003 to 2006. Prior to February 2003, Mr. Whitehurst was a shareholder at the law firm of Lowndes, Drosdick, Doster, Kantor & Reed, P.A. He also serves as a member of the board of directors of InventTrust Properties, Inc. Mr. Whitehurst is a member of ISCS and Nareit, and serves on the Nareit Advisory Board of Governors.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

We design our executive compensation program to attract and retain talented and experienced executive officers and to reinforce key business objectives in support of long-term value creation. Our Compensation Committee (for purposes of this discussion, the "Committee") seeks to provide compensation that is not only competitive relative to our peer group, but also structured so as to align our executives’ short-term and long-term interests with the interests of our stockholders. Accordingly, the Committee seeks to incentivize our executive officers and emphasize pay-for-performance by basing a significant portion of compensation on achievement of critical success factors. The primary elements of our total compensation program for our named executive officers ("NEOs") include base salary, annual cash incentives and long-term equity-based incentives. We have designed a compensation program that makes a substantial percentage of executive pay variable, subject to increase and decrease based on actual versus planned corporate performance and TSRs relative to our peers. In addition, executive officers are subject to market competitive stock ownership guidelines which further aligns executive interests with shareholders.

Executive Compensation Program. In 2021, the Committee approved an executive compensation program for our NEOs consisting primarily of base salaries, annual incentive award opportunities and long-term incentive award opportunities. Annual incentives were tied to (i) the achievement of certain increased core funds from operations ("Core FFO") per share goals, excluding any impairments, preferred stock redemption charge, and loss on early extinguishment of debt (80% weighting), and (ii) a subjective assessment of contributions toward corporate strategic objectives and achievement of individual performance goals (20% weighting), which include certain ESG goals. Annual incentives are subject to downward adjustment if our debt leverage ratio exceeds a cap established by the Board. For 2021, the Committee approved long-term incentive compensation through grants of the following: (i) service-based restricted stock vesting ratably over four years (30% weighting), and (ii) performance-based restricted stock awards (or "performance shares"), the vesting of which is tied to the three-year relative TSR of the Company compared to a broad group of REIT companies as of December 31, 2023 (70% weighting).

CEO and President Transition. In connection with his promotion to Chief Executive Officer and President, the Company replaced Mr. Horn’s employment agreement dated January 2, 2014 with an employment letter (the “Employment Letter”) and the Executive Severance and Change of Control Plan (the “Executive Severance Plan”). The Employment Letter and Mr. Horn’s participation in the Executive Severance Plan will become effective as of April 29, 2022. Under the Employment Letter, Mr. Horn’s salary will increase to $750,000 upon assuming the role of CEO and President. He continues to be eligible to participate in the annual and long-term incentive plans under the Company’s executive compensation program, with target award opportunities determined by the Committee. Mr. Horn will receive a one-time promotion grant of 10,000 restricted shares, with 60% of shares vesting over a 3-year period and the remaining 40% vesting after a 5-year period upon assuming the role of CEO and President. In addition Mr. Horn has been designated as a participant with a “termination payment multiple” of two and a half times the sum of base salary plus bonus and a “change of control termination payment multiple” (as such terms are defined in the Executive Severance Plan) of three times the base salary plus bonus for certain qualifying termination of employment scenarios. For a detailed discussion of the Executive Severance Plan, see "Potential Payments Upon Termination of Change of Control".

Restricted Stock. Restricted stock grants are intended to provide our NEOs with a significant interest in the long-term performance of our stock. The Committee has elected to use awards of restricted stock instead of other equity awards, such as stock options, because, as a REIT, which pays a large portion of its annual earnings to stockholders in the form of dividends, we believe that restricted stock provides a better incentive and alignment of interest than stock options. The Committee has determined that our desired compensation objectives are better

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achieved by awarding a combination of performance-based and service-based restricted stock as opposed to granting stock options. The Company did not issue any stock options to its executive officers in 2021, and there are no outstanding stock options. Consistent with our pay for performance philosophy, 70% of the target long-term incentive award opportunity for our NEOs in 2021 was provided in the form of performance-contingent restricted stock grants.

2021 Business Results. The following are some of the highlights of our business results in 2021:

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The common stock of NNN is currently traded on the NYSE under the symbol "NNN." Set forth below is a line graph comparing the cumulative total stockholder return on NNN's common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the FTSE National Association of Real Estate Investment Trusts Equity Index ("FNER") and the S&P 500 Index ("S&P 500") for the five year period commencing December 31, 2016 and ending December 31, 2021. The graph assumes an investment of $100 on December 31, 2016.

Comparison to Five-Year Cumulative Total Return

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The common stock of NNN is currently traded on the NYSE under the symbol "NNN." Set forth below is a line graph comparing the cumulative total stockholder return on NNN's common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the FTSE National Association of Real Estate Investment Trusts Equity Index ("FNER") and the S&P 500 Index ("S&P 500") for the fifteen year period commencing December 31, 2006 and ending December 31, 2021. The graph assumes an investment of $100 on December 31, 2006.

Comparison to Fifteen-Year Cumulative Total Return

2021 Compensation Highlights. The following are some of the highlights related to the 2021 compensation of our named executive officers:

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The Company believes these actions demonstrate the Committee’s commitment to aligning executive pay with performance, shareholder interests and long-term value creation.

2021 Say-on-Pay Voting Results

In 2021, we submitted our executive compensation program to an advisory vote of our shareholders (also known as “Say-on-Pay”). Approximately 92.5% of voting shareholders at the 2021 annual meeting approved our executive compensation program. The Committee considered such strong shareholder support as an endorsement of the Company’s executive compensation program and policies and the Committee intends to continue the pay-for-performance program that is currently in place in 2022. The Committee values the opinions of our stockholders and will continue to consider those opinions when making future executive compensation decisions.

Objectives of Compensation Program

We believe our success is largely attributable to the talent and dedication of our employees (whom we refer to as associates) and to the management and leadership efforts of our executive officers. Our goal is to establish a compensation program that will attract and retain talented corporate officers, motivate them to perform to their fullest potential, and align their long-term interests with the interests of our stockholders.

What Our Compensation Program is Designed to Reward and Other Policies

We believe that the most effective compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals, and which aligns executives’ interests with those of the stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of improving stockholder value. Our Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior executive officers and that compensation provided to our executive officers is appropriately aligned with performance and key strategic objectives and remains competitive relative to the compensation paid to similarly situated executives of our peer companies. In making compensation decisions, the

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Committee considers the compensation practices and financial performance of REIT and other industry participants and from time to time receives assessments and advice regarding compensation practices from third party compensation consultants. In evaluating performance, the Committee considers quantitative and qualitative improvement in factors such as FFO per share based metrics, capital structure, absolute and relative stockholder returns, individual performance, and contribution to corporate goals and objectives. Additionally, the Committee takes into account our general performance, the executive officer’s past performance, the executive officer’s anticipated performance and contribution to our achievement of our long-term goals, and the position, level and scope of the executive officer’s responsibilities.

We believe that our compensation program for executive officers, which includes the use of performance-based and service-based restricted stock awards, results in a significant alignment of interest between these individuals and our stockholders. Under our corporate governance guidelines, within five years of becoming a Covered Person, as defined by the Committee, executive officers are required to own our Common Stock (including time-based restricted stock but not counting unvested performance shares) equal to a minimum of five times the annual base salary for CEO and three times their annual base salary for all other Covered Persons. The Committee reviews progress toward meeting these guidelines annually and each Covered Person exceeds the stock ownership guidelines. In addition, equity grants to NEOs do not include tax gross-up provisions, and the Committee does not intend to provide tax gross-ups on any future restricted stock grants to executive officers. Additionally, we have adopted a clawback policy for our executive officers which allows the Board to recover certain incentive compensation if the Company has a material restatement of financial results, as a result of such restatement the incentive compensation would not have been earned, and the executive officer engaged in fraud or other intentional misconduct. Finally, we have adopted an anti-hedging policy that prohibits all employees, non-employee directors and executive officers from engaging in short sales of our securities, buying or selling puts or calls on our securities or otherwise engaging in hedging transactions (such as zero-cost dollars, exchange funds, and forward sale contracts) involving our securities.

Accounting and Tax Considerations

We have selected compensation elements that help us achieve the objectives of our compensation program and not because of preferential financial accounting or tax treatment. However, when awarding compensation, the Committee is mindful of the accounting impact of the compensation expense of each compensation element. In addition, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers that the Company may deduct from our federal income tax return for any single taxable year. There is an exception to the $1 million limitation for performance-based compensation meeting certain requirements, although this exception is severely limited since 2018, as described below. The material terms of the 2017 Performance Incentive Plan were previously approved by shareholders in 2017, for purposes of Section 162(m) of the Code ("Section 162(m)"), which allowed us to grant certain annual and long-term incentive awards that are designed to meet the definition of performance-based compensation under Section 162(m) in order to qualify for the performance-based exception to the $1 million deduction limit. However, to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the Company, the Committee did not previously limit executive compensation to amounts deductible under Section 162(m) if the Committee determined that doing so is in the best interests of the Company.

The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) and, among other things, eliminated the performance-based exception to the $1 million deduction limit effective as of January 1, 2018. As a result, since 2018, compensation paid to certain executive officers in excess of $1 million will generally be non-deductible, whether or not it is performance-based. In addition, since 2018, the executive officers subject to Section 162(m) (the “Covered Employees”) will include any individual who served as the Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) at any time during the taxable year and the three other most highly

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compensated officers (other than the CEO and CFO) for the taxable year, and once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment.

The Tax Cuts and Jobs Act includes a transition rule under which the changes to Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017, and is not materially modified after that date. To the extent applicable to our existing contracts and awards, the Committee may avail itself of this transition rule. However, because of uncertainties as to the application and interpretation of the transition rule, no assurances can be given at this time that our existing contracts and awards, even if in place on November 2, 2017 and will meet the requirements of the transition rule. Moreover, to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the Company, the Committee does not limit its actions with respect to executive compensation to preserve deductibility under Section 162(m) if the Committee determines that doing so is in the best interests of the Company.

Benchmarking

The Committee, with the assistance of Pearl Meyer, periodically reviews senior executive pay levels and practices disclosed by other comparable REITs to ensure that compensation opportunities provided to our NEOs remain competitive. For 2021, the Committee, determined that our Peer Group included Camden Property Trust, EPR Properties, Federal Realty Investment Trust, Kimco Realty Corporation, Omega Healthcare Investors, Realty Income Corporation, Regency Centers Corporation, Retail Properties of America, Spirit Realty Capital, STORE Capital Corporation, Tanger Factory Outlet Centers, VEREIT, Inc., W. P Carey, Inc., and Weingarten Realty Investors (collectively, the “Peer Group”).

Data Source: S&P Capital IQ

(1) As of most recently disclosed 4 quarters ($mm).

(2) As of most recently disclosed fiscal quarter ($mm).

(3) Equity Market Cap, Enterprise Value, and TSR current as of 12/31/2021.

(4) Company was acquired during 2021; no market statistics were available as of 12/31/2021.

The Peer Group for the 2021 market pay analysis consisted of 14 publicly-traded REITs (3 of which were later acquired prior to calendar year-end), most of which have investment credit ratings, operating across a variety of property sectors, with a primary focus on the retail sector, recognizing that the Company competes with REITs across

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all property sectors for capital and executive talent. Relative to the Peer Group, the Company’s total assets as of December 31, 2021 were near the 50th percentile and equity market capitalization (excluding acquired companies) was between the 25th and 50th percentiles. In determining 2021 pay opportunities for executive officers, the Committee considered the compensation of our NEOs as compared to the compensation of NEOs of companies in our Peer Group. Pearl Meyer provided the Committee with a detailed analysis of the compensation of our executive officers as compared to the executive officers of companies in our Peer Group, with the overall objective of providing target total pay opportunities comparable to those provided by industry peers, and actual pay that is directionally aligned with performance relative to peers. As of December 31, 2021, our total return to shareholders was near the 50th percentile over five years and below the 25th percentile over one-year and three-year periods.

We believe that our compensation, benchmarked against our Peer Group, provides an appropriate mix of fixed and variable pay, balances short-term operational performance with long-term shareholder value creation, and encourages executive recruitment and retention. The Committee compared base salary and total compensation for our executive officers against the Peer Group, generally focusing on targeting aggregate total pay opportunities at or near 50th percentile market values. Compared with the Peer Group, 2021 target total direct compensation (sum of base salary plus target annual cash incentive plus target long-term incentives) was within a competitive range (defined as +/- 15%) of the Peer Group 50th percentile values for each of our NEOs, other then Mr. Horn (who was slightly below the competitive range) and was equal to 94% of the 50th percentile in the aggregate.

2021 Executive Compensation Components and How They Relate to Our Objectives

For the fiscal year ended December 31, 2021, base salary, annual cash incentives, cash bonus, and long-term equity-based incentives were the principal components of compensation for the NEOs. Executives also receive certain benefits and other perquisites. We believe that these compensation components provide an appropriate mix of fixed and variable pay, balance short-term operational performance with long-term shareholder value, and encourages executive recruitment and retention. The target aggregate total direct compensation mix for our NEOs was 20% base salary, 25% short term incentive (STI or bonus) and 55% long-term incentive (LTI) compensation which is comparable with the Peer Group 50th percentile target compensation mix.

The differences in the target amounts and mix of compensation awarded to the NEOs are primarily a result of comparing each executive's compensation against corresponding market values for industry peers and giving consideration to differences in position and responsibilities among the Company’s NEOs. The responsibilities for each named executive officer during the fiscal year 2021 were as follows: (i) Mr. Whitehurst, our President and Chief Executive Officer, was responsible for developing, defining, implementing and executing the Company’s corporate strategy, policies, mission, philosophy, goals and objectives; (ii) Mr. Habicht, our Executive Vice President, Chief

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Financial Officer, Treasurer and Assistant Secretary, was responsible for overseeing all capital, forecasting reporting, tax, and corporate communication matters of the Company and assisting the corporate secretary with his duties; (iii) Mr. Tessitore, our General Counsel and Secretary, was responsible for overseeing all legal matters for the Company, human resources, ESG initiatives and various risk management functions; (iv) Mr. Horn, our Executive Vice President and Chief Operating Officer, was responsible for leading our acquisition and disposition departments and (v) Ms. Miller, our Executive Vice President and Chief Accounting Officer was responsible for overseeing SEC and financial reporting, lease compliance, information technology and payroll. Our Committee believes that the different levels of compensation provided to the NEOs are commensurate to the responsibilities of each executive.

Base Salary

The Committee sets and adjusts the base salaries of our NEOs based on the qualifications, experience, scope of responsibilities and past performance of each executive, the practices of and salaries awarded by our Peer Group, and other factors deemed appropriate by the Committee. The Committee approved 2021 base salary increases for our NEOs ranging from 1.7% to 18.4% (5.2% average, or 3.3% average excluding a promotion adjustment for Mr. Horn). After these increases, 2021 base salaries for NEOs ranged from 81% to 106% of market median levels (99% of median levels in the aggregate).

Annual Incentive Compensation

Cash Incentive Bonus. We believe that a significant portion of the compensation of the NEO's should be provided in the form of incentive compensation. For 2021, the Committee approved annual cash incentive bonus opportunities base upon per share profitability tempered with potential reductions in bonus amounts if balance sheet leverage rose above 50% (80% weighting) and subjective assessment of each NEO's contributions toward corporate objectives, as well as of individual performance (20% weighting). Profitability was based on Core FFO per share, excluding impairments, preferred stock redemption charge and loss on early extinguishment of debt, ranging from $2.52 per share for "threshold" performance to $2.58 per share for "target" level performance to $2.64 per share for "maximum" performance, Each NEO's bonus opportunity for threshold, target and maximum performance is set forth in the table below. Straight-line interpolation is used to determine awards for results in between performance levels. The following tables represent the 2021 annual cash incentive bonus opportunity and actual awards expressed as a percentage of base salary.

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Based on our actual 2021 Core FFO per share results of $2.86 per share (excluding any impairments, preferred stock redemption charge and loss on early extinguishment of debt) which was well above the maximum performance hurdle, the Committee approved annual cash incentive bonus awards for NEOs equal to 200% of target, with payouts for this component ranging from 120% to 240% of base salary. For the strategic / individual performance component, our NEOs were evaluated based on their contributions towards a series of shared corporate strategic objectives as well as individual performance goals related to their respective functions. Award determinations were based on subjective assessments by the Committee (along with input from the President & Chief Executive Officer for his direct reports) of performance relative to pre-established corporate and individual objectives. Corporate strategic objectives for 2021 were as follows:

Our Core FFO was $2.86 per share (excluding any impairments, preferred stock redemption charge and loss on early extinguishment of debt), acquisitions totaled $555.4 million, G&A expense was $41.3 million based on target incentive compensation, however the Company earned maximum incentive compensation resulting in an additional $3.3 million of G & A expense, and our leverage ratio was 39.9%. Our 5-year annualized TSR as of December 31, 2021 of 6.5% was above the median annualized return of 6.1% for companies included in the NAREIT All Equity REIT Index over the past 3 years.

Our NEOs also generally met or exceeded individual performance objectives tied to their respective functions. Mr. Whitehurst continued to refine and communicate the strategic plan. He was also actively involved with staff development and succession planning, while also enhancing Board and investor relations. Mr. Habicht successfully executed two 30-year debt issuances generating net proceeds to the Company of $871 million with very favorable terms and an accretive early extinguishment of 3.30% notes due in 2023, and redemption of Series F 5.20% Preferred Stock. He also led efforts to successfully amend and restate the credit agreement increasing borrowing capacity to $1.1 billion, and reducing pricing to LIBOR plus 77.5 base points and was active with shareholder relations. Mr. Tessitore led the legal department, developing internal staff and managing relationships with external counsel, and advised the Board of Directors on various risk management and corporate governance issues. He also managed the human resources and various other administrative functions including operational protocols of the Company's headquarters during the COVID-19 pandemic. He also led a variety of ESG initiatives and all ESG reporting efforts including but not limited to proxy access bylaws enactment, adoption and implementation of a Human Capital Policy, a Remote Work Policy and a Vendor Code of Conduct. Mr. Horn led our efforts to acquire a total of 156 properties at an initial cash yield of 6.5%. In addition he led dispositions and leasing efforts, including the sale of 74 properties generating proceeds of $122 million with gains to the Company of $23 million. He also continued to develop staff, attend meetings with customers and institutional investors, and expand relationships with investment bankers. Ms.

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Miller led the accounting (including SEC reporting, budget and forecasting and payroll), technology and lease compliance departments, developing internal staff and managing relationships with external and internal auditors. She also leads communications with the Audit Committee on quarterly 10-Q filings, the annual 10-K, and Audit Committee meetings. Based on these accomplishments, the Committee approved awards for the strategic / individual objectives component ranging from 30% to 60% of base salary, and total combined payouts for our NEO's ranged from 150% to 300% of base salary. The Committee determined that these payments were consistent with the strong performance of the executive management team. All cash incentive awards are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below.

Long-Term Incentive Compensation

For 2021, the Committee approved long-term incentive compensation opportunities for executive officers, provided through an 70/30 weighted target value mix of performance-based restricted stock and service-based restricted stock. Total target award opportunities for NEOs ranged from 90% to 400% of base salary, varying by position, as set forth in the table below.

Service-based restricted stock vests annually over a four-year period to enhance retention and promote long-term equity ownership. Performance-based restricted stock vests, if at all, at the end of three years on January 1, 2024. Vesting for TSR performance-based restricted stock is tied to our TSR relative to other companies in the NAREIT All Equity REIT Index for the three-year period ending December 31, 2023. The Committee chose this comparator group to allow for performance assessments within our applicable industry group, recognizing that we compete with REITs across various property sectors for investor capital. TSR includes stock price appreciation plus dividends over the three-year period, with calculations for the Company and comparators based on ten-day average closing stock prices leading up to the start and end of the measurement period. Performance levels and corresponding award funding levels for 2021 performance-based restricted stock grants are summarized in the following table.

For performance-based restricted share grants, 50% of the corresponding target award opportunity is earned for threshold performance, 100% for target performance, and 200% for maximum performance. No performance-based shares are earned for results below the threshold level. Straight-line interpolation is used to determine awards for results in between performance levels.

The number of shares of service-based restricted stock and performance-based restricted stock granted was based on the average closing share price of our Common Stock for ten days prior to the grant date ($41.116 per share). Accordingly, the Committee approved grants of service-based restricted stock and target grants of performance-based

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restricted stock to Messrs. Whitehurst (25,246 service-based and 58,907 performance-based shares), Habicht (9,817 service-based and 22,907 performance-based shares), Tessitore (6,530 service-based and 15,237 performance-based shares each), and Horn (8,643 service-based and 20,166 performance-based shares) and Ms. Miller (1,740 service-based and 4,060 performance-based shares as shown in the Grants of Plan-Based Awards table.

Executive officers are entitled to receive dividends on unvested shares of service-based restricted stock. Dividends payable on performance-based restricted stock will accumulate and be payable to the executive officers only if and to the extent the shares vest. No tax gross-ups shall be paid to the executive officers on any service-based restricted stock nor on any performance-based restricted stock.

In 2019, the executive officers were granted a performance-based restricted stock award as part of the 2019 executive compensation plan. Vesting for this award was tied to our TSR relative to all Equity REITs in the NAREIT Index for the three-year period ending December 31, 2021. The Company’s TSR during this period was at the 30th percentile compared to all Equity REITs in the NAREIT Index, slightly below the threshold level (33rd percentile). As a result, executive officers did not earn any of the shares granted.

In 2019, the executive officers were also granted performance based restricted stock tied to our Core FFO per share as part of the 2019 executive compensation plan. Vesting for this award was tied to our Core FFO per share for the three-year period ending December 21, 2021. The Company's compound annual growth in Core FFO (excluding impairments, preferred stock redemption charge, and loss on early extinguishment of debt) of 2.6% for the three-year period ending December 31, 2021 was between threshold (1.5%) and target (4.0%) performance hurdles. As a result, executive officers earned 71.43% of the target number of shares granted. These shares are included in the Outstanding Equity Awards at Fiscal Year End because they did not vest until January 1, 2022.

Benefits and Other Perquisites

We provide benefits to our executive officers under the National Retail Properties, Inc. Retirement Plan. We do not sponsor a defined benefit pension plan for our executive officers or any other associates. Our NEOs are eligible to receive, on the same basis as other associates, employer matching contributions under the plan. This allows our executive officers to save for retirement on a tax-deferred basis through the Section 401(k) savings feature of the plan, with the Company-funded portion of these benefits based on matching the contributions of the executive officers.

Our NEOs are also eligible to participate in the other employee benefit and welfare plans that the Company maintains on similar terms as other associates who meet applicable eligibility criteria.

We do not consider perquisites to be a principal component of our executive officers’ compensation. Costs attributed to the perquisites and other personal benefits afforded to the named executive officers for the fiscal year ended December 31, 2021, are shown in the “Other Compensation” column of the Summary Compensation Table below.

We believe that our executive officer benefit and perquisite programs provided are reasonable and competitive with benefits and perquisites provided to executive officers of other REITs, and are necessary to sustain a fully competitive executive compensation program.

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COMPENSATION 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 or the Exchange Act except to the extent that the Company incorporated it by specific reference.

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, both filed with the SEC.

COMPENSATION COMMITTEE

Betsy D. Holden, Chairperson

Don DeFosset

David M. Fick

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Executive Compensation Tables

The following table shows total compensation paid or earned by the NEOs for the fiscal years ended December 31, 2021, 2020, and 2019.

Summary Compensation Table

(3) Ms. Miller became a NEO in 2021.

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The following table sets forth certain information with respect to grants of plan-based awards to the NEOs of the Company during or for the fiscal year ended December 31, 2021.

Grants of Plan-Based Awards

_________

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The following table sets forth certain information with respect to equity awards outstanding as of December 31, 2021, for each of the NEOs. All shares are valued based on the Company’s closing stock price of $48.07 per share on December 31, 2021.

Outstanding Equity Awards at Fiscal Year End

__________

The following table sets forth certain information with respect to restricted and performance-based stock that vested during the fiscal year ended December 31, 2021.

Option Exercises and Stock Vested

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The following table provides information regarding the Company's equity compensation plans as of December 31, 2021.

Equity Compensation Plan Information

Potential Payments Upon Termination or Change of Control

Effective December 1, 2008, the Company entered into new employment agreements with Messrs. Whitehurst, Habicht, and Tessitore, each as amended effective November 8, 2010, in order to comply with Section 409A of the Code. The Company entered into an employment agreement with Mr. Horn on January 2, 2014. The Company entered into an employment agreement with Ms. Miller on February 15, 2018. The Company amended and restated the employment agreement of Mr. Whitehurst on September 29, 2016, which amended and restated agreement became effective on April 28, 2017. Each employment agreement is subject to automatic successive two-year renewals unless one party provides written notice to the other party of non-renewal 60 days prior to the expiration date of the agreement. The initial expiration date for each employment agreement was as follows: (a) August 17, 2011, for Messrs. Habicht and Whitehurst; (b) January 2, 2011, for Mr. Tessitore; (c) January 2, 2015, for Mr. Horn and (d) January 2, 2019 for Ms. Miller. Messrs. Whitehurst, Habicht, Horn, and Tessitore and Ms. Miller are collectively referred to herein as the “Executives” and each, an “Executive.” Each agreement contains provisions that provide for certain payments or benefits to the Executive upon the occurrence of certain events, including death or disability, termination by the Company for “cause” or by the Executive without “good reason,” termination by the Company without “cause” or by the Executive with “good reason,” termination upon expiration of the employment agreement, and, with respect to Mr. Whitehurst only, termination upon retirement. In the event the Executive is unable to perform his job duties due to death or disability, each agreement provides for payment of his accrued salary, a prorated performance bonus and, for a period of one year following termination of the agreement due to death, health benefits under the Company’s health plans and programs to the Executive’s dependents. In the event the Executive is terminated by the Company for “cause” or the Executive terminates his employment agreement without “good reason,” the Executive is entitled to his accrued salary and benefits prior to the date of termination.

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Each agreement and the executive compensation program also contain severance provisions that call for payment to the Executive of the following amounts in the event that he is terminated without “cause” or he resigns for “good reason”:

“Retirement” is defined in the Amended Whitehurst Employment Agreement as voluntary termination of employment by Mr. Whitehurst following the date that Mr. Whitehurst attains age 64, accompanied by written notice from Mr. Whitehurst to the Board of Directors at least 60 days prior to the proposed effective date of retirement notifying the Company of Mr. Whitehurst’s election to retire, which such election shall be irrevocable. Because Mr. Whitehurst did not retire as of December 31, 2021 no retirement payments would have been payable to Mr. Whitehurst. No other employment agreement between the Company and an executive officer provides for payments upon retirement.

Under each employment agreement and the executive compensation program, in the event the agreement naturally terminates at the end of its term because the Company elects not to renew, the Executive will be entitled to the following severance payments:

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No executive is entitled to gross-up payments other than Messrs. Habicht and Tessitore pursuant to legacy employment agreements with the Company. In connection with the Company's policy to cease providing gross-up payments, Mr. Whitehurst agreed to eliminate any such entitlements to gross-up payments in the Amended Whitehurst Employment Agreement. The Committee does not intend to provide excise tax gross-up payments in any future employment agreements.

“Cause” is defined in each Executive’s agreement as the Executive’s:

“Good reason” is defined in each agreement, unless otherwise consented to by Executive, as:

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“Change of Control,” as defined in each agreement, means:

The amount of compensation payable to each Executive upon any termination is shown below. All estimates for Messrs. Whitehurst, Habicht, Tessitore, and Horn and Ms. Miller are based on an assumed termination date of December 31, 2021. The actual payments due on terminations occurring on different dates could materially differ from the estimates in the table. All shares are valued based on the Company's closing stock price of $48.07 per share of December 31, 2021.

Termination Upon Death or Disability

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__________

Termination by the Company without Cause; Termination by Executive for Good Reason

__________

Termination upon Expiration of the Employment Agreement

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__________

Payments upon Retirement for Mr. Whitehurst

On January 19, 2022, the Company announced that, as the culmination of the Company’s long-term executive succession planning process, Julian E. Whitehurst will retire from employment with the Company and as a member of the Board of Directors effective as of April 28, 2022 (such date, the “Effective Date”). In connection with Mr. Whitehurst’s retirement, the Company and Mr. Whitehurst entered into a Retirement and Transition Agreement (the “Retirement Agreement”). Under the terms of the Retirement Agreement, Mr. Whitehurst will be eligible to receive the following payments upon his retirement on the Effective Date:

In order to facilitate the transition, Mr. Whitehurst will make himself available to consult with the company for the 20-month period following the Effective Date (the "Consulting Period"). In consideration for the consulting services, commencing on the Effective Date, the Company will pay Mr. Whitehurst a monthly fee of $60,000. On a “change in control” (as such term is defined in our 2017 Performance Incentive Plan, subject to Mr. Whitehurst’s (a) continuously providing consulting services through the effective date of the change of control, (b) compliance with his restrictive covenants (as described below) and (c) execution and non-revocation of a customary release of claims in a form reasonably acceptable to the Company, the Company will pay him a lump sum payment equal to his monthly consulting fee for the remainder of the Consulting Period and Mr. Whitehurst will cease providing consulting services to the Company.

In February 2022, while continuing to serve in the role of CEO and President, Mr. Whitehurst received a performance-based restricted stock award in accordance with the 2022 executive compensation plan approved by the Board, but waived his right to receive a service-based restricted stock grant. The performance-based restricted stock grant is tied to the Company’s three-year TSR vs. companies in the NAREIT All Equity REIT Index and is intended to further strengthen Mr. Whitehurst’s alignment with shareholder interests during the Consulting Period.

Mr. Whitehurst will receive the foregoing payments and benefits provided he executes and does not revoke a release of claims in favor of the Company and he complies with non-competition, non-solicitation, non-disclosure and non-disparagement covenants described in his Retirement Agreement. Because the above retirement payments are contingent on Mr. Whitehurst’s continued service through the Effective Date, none of the foregoing payments would have been payable to Mr. Whitehurst if he retired on December 31, 2021.

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Executive Severance Plan

On January 19, 2022, the Company also announced that the Board appointed Mr. Horn as Mr. Whitehurst’s successor effective as of April 29, 2022 (such date, the “Appointment Effective Date”). Mr. Horn will assume the position of Chief Executive Officer and President on the Appointment Effective Date.

In connection with his appointment as President and Chief Executive Officer of the Company, the Company replaced Mr. Horn’s original Employment Agreement with an employment letter (the “Employment Letter”) and designated Mr. Horn as a participant in the Executive Severance Plan as described below. The Employment Letter and Mr. Horn’s participation in the Executive Severance Plan will become effective on the Appointment Effective Date. None of the other Executives are currently eligible to participate in the Executive Severance Plan.

On January 19, 2022, the Board adopted the Executive Severance Plan applicable to certain employees of the Company who are designated as participants by the Committee and who enter into a letter agreement with the Company. Mr. Horn was designated as a participant in the Executive Severance Plan effective as of the Appointment Effective Date, with a “termination payment multiple” of two and one-half and a “change of control termination payment multiple” (as such terms are defined in the Executive Severance Plan) of three.

The “termination payment multiple” applies on a termination of a participant’s employment by the Company without “cause” or by the participant for “good reason” and the “change of control termination payment multiple” applies on a termination of a participant’s employment by the Company without “cause” or by the participant for “good reason”, in each case during the period beginning on the date that is three months prior to the consummation of a Change of Control (as defined in our 2017 Performance Incentive Plan) of the Company and ending on the date that is 12 months after the consummation of such “change of control” of the Company (such period, the “Change of Control Protection Period”).

“Cause” is defined in the Executive Severance Plan as the participant’s:

“Good reason” is defined in the Executive Severance Plan, unless otherwise consented to by the participant, as:

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Death or Disability Severance Benefits. If a participant’s employment is terminated due to such participant’s death or disability, such participant will be eligible to receive: (a) a lump sum cash payment equal to a prorated portion of such participant’s annual bonus at the “target” level for the year of termination; (b) in the event of such participant’s death, (i) a lump sum cash payment equal to two months of such participant’s annual base salary, and (ii) one-year of continued Company-paid health coverage; (c) vesting of any unvested time-based equity awards; and (d) vesting of any unvested performance-based equity awards at the “target” level of performance.

Termination without Cause or for Good Reason Severance Benefits. If a participant’s employment is terminated by the Company without “cause” or by such participant for “good reason”, such participant will be eligible to receive: (a) a cash payment equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by his or her annual base salary; (b) a cash payment equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by such participant’s average annual bonus for the three years of employment prior to termination (provided, however, if such participant serves as the Company’s Chief Executive Officer on his or her termination date, such termination occurs on or after the consummation of a “change of control” and such participant has not been employed for three years, then the amount payable to such participant under this clause (b) will be equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by such participant’s average annual bonus for the years of employment that such participant served as the Company’s Chief Executive Officer); (c) one-year of continued Company-paid health coverage; (d) in the event of such termination during the Change of Control Protection Period, a payment equal to a prorated portion of such

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participant’s annual bonus at the “target” level for the year of termination; (e) vesting of any unvested time-based equity awards; and (f) vesting of a pro-rated portion of any unvested performance-based equity awards based on attainment of actual performance. The cash payments in clauses (a) and (b) are payable in equal installments over a 12-month period.

Retirement Severance Benefits. If a participant’s employment is terminated due to retirement (as approved by the Board), such participant will be eligible to receive: (a) a lump sum cash payment equal to a prorated portion of such participant’s annual bonus based on attainment of actual performance for the year of termination; (b) vesting of any unvested time-based equity awards; and (c) vesting of a pro-rated portion of any unvested performance-based equity awards based on attainment of actual performance.

Change of Control Equity Benefits. On a “change of control” of the Company, a participant will be eligible to receive: (a) vesting of any unvested time-based equity awards; and (b) vesting of any unvested performance-based awards at the “target” level of performance; provided that, if the participant has previously been terminated from employment without “cause” or for “good reason” and the “change of control” occurs prior to the vesting of any such unvested performance-based equity awards, then the performance-based equity awards will vest at the “target” level of performance as of the effective date of such “change of control”.

Conditions to Receipt of Severance. A participant must execute a letter agreement with the Company that contains non-competition, non-solicitation, non-disclosure and non-disparagement covenants. Additionally, other than in the case of a termination of employment due to death or disability, the participant’s receipt of severance payments and benefits under the Executive Severance Plan is contingent upon such participant timely signing and not revoking a release of claims in favor of the Company and such participant complying with the restrictive covenants in his or her letter agreement.

Excise Tax. In the event any of the payments or benefits provided for under the Executive Severance Plan or otherwise payable to a participant would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax, a participant will be entitled to receive either full payment of such payments or benefits or such lesser amount which would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the participant. No excise tax gross-ups are provided for in the Executive Severance Plan.

Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Julian E. Whitehurst, our President and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

We determined our median employee based on total compensation including the base salary of, bonuses paid to and incentive stock awards issued to each of our 71 employees (excluding the Chief Executive Officer) as of December 31, 2021. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $99,690. As disclosed in the Summary Compensation Table, our current Chief Executive Officer’s annual total compensation for 2021 was $7,785,586. Based on the foregoing, our estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was 78 to 1. Given the different methodologies that various public companies will use to determine an

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estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

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PROPOSAL II

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote, on a non-binding advisory basis, to approve the compensation of our named executive officers as disclosed in this proxy statement.

As described in detail under the heading “Executive Compensation-Compensation Discussion and Analysis,” our executive compensation programs are designed to attract and retain our named executive officers, motivate them to perform to their fullest potential, and align their interests with the interests of our stockholders. Under these programs, our named executive officers are rewarded for the achievement of specific annual, long-term and strategic and corporate goals. Please read the Compensation Discussion and Analysis for additional details about our executive compensation programs and policies, including information about the fiscal 2021 compensation of our named executive officers.

The Compensation Committee continually reviews the compensation programs for our named executive officers to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests, key business objectives and current market practices. We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote for the following resolution at the annual meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to the rules and regulations of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related tables and disclosure.”

While this vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors, we value the opinions of our stockholders and will consider those opinions and the vote outcome when making future compensation decisions for our named executive officers.

The Board of Directors unanimously recommends a vote FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement.

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PROPOSAL III

RATIFICATION OF

ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee appointed Ernst & Young LLP to serve as the Company’s principal independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2022, to review quarterly interim results and to perform other appropriate accounting services. We are requesting ratification of such appointment by the stockholders.

Ernst & Young LLP has acted as our independent registered public accounting firm for our three most recent fiscal years and our Audit Committee currently believes that we should continue our relationship with Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Although ratification by our stockholders is not a prerequisite to the power of the Audit Committee to appoint Ernst & Young LLP as our independent registered public accounting firm, our Board of Directors and the Audit Committee believe such ratification to be advisable and in the best interest of the Company. Accordingly, stockholders are being requested to ratify, confirm, and approve the appointment of Ernst & Young LLP as our independent registered public accounting firm to conduct the annual audit of our consolidated financial statements and internal control over financial reporting for the year ending December 31, 2022. If the stockholders do not ratify the appointment of Ernst & Young LLP, the appointment of Ernst & Young LLP as our independent registered public accounting firm will be reconsidered by the Audit Committee; however, the Audit Committee has no obligation to change its appointment based on stockholder ratification. If the appointment of Ernst & Young LLP is ratified, the Audit Committee will continue to conduct an ongoing review of Ernst & Young LLP’s scope of engagement, pricing and work quality, among other factors, and will retain the right to replace Ernst & Young LLP at any time.

A representative of Ernst & Young LLP will be present at the annual meeting and will be provided with the opportunity to make a statement if desired. Such representative will also be available to respond to appropriate questions.

Fiscal 2021 and 2020 Audit Firm Summary. During the fiscal years ended December 31, 2021 and 2020, we retained Ernst & Young LLP to provide services in the following categories and amounts:

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Accountants. Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent accountants. In recognition of this

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responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent accountants.

Prior to engagement of the independent accountants for the next year’s audit, management will submit to the Audit Committee for approval an aggregate of services expected to be rendered during that year for each of the services described above in the captions Audit Fees, Audit Related Fees and Tax Fees.

Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent accountants and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent accountants for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent accountants.

For the fiscal years ended December 31, 2021 and 2020, the Audit Committee pre-approved 100% of services described above in the captions Audit Related Fees, Tax Fees and All Other Fees. For the fiscal year ended December 31, 2021, no hours expended on Ernst & Young LLP’s engagement to audit our financial statements were attributed to work performed by persons other than full-time, permanent employees of Ernst & Young LLP.

Pursuant to our Audit Committee charter, the Audit Committee may delegate pre-approval authority to the Chairperson of the Audit Committee, who shall promptly advise the remaining members of the Audit Committee of such approval at the next regularly scheduled meeting.

The Board of Directors unanimously recommends a vote FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

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SECURITY OWNERSHIP

The following table sets forth, as of February 28, 2022 (except as described in the footnotes), the number and percentage of outstanding shares of Common Stock beneficially owned by all persons known by the Company to own beneficially more than five percent of the Company’s Common Stock, by each director and nominee, by each of the persons named in the Summary Compensation Table under “Executive Compensation,” above, and by all officers and directors as a group, based upon information furnished to the Company by such stockholders, officers and directors. Unless otherwise noted below, the persons named in the table have sole voting and sole investment power with respect to each of the shares beneficially owned by such person.

(1) Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 10, 2022, The Vanguard Group, Inc. (“Vanguard”) has sole power to vote or direct the vote, and sole power to dispose or direct the disposition of, 0 and 25,425,029 shares of our common stock, respectively, and shared power to vote or direct the vote and shared power to dispose or direct the disposition of 256,564 and 412,020 shares of our common stock, respectively. Vanguard is an investment advisor in accordance with Section 13d-1(b)(1)(ii)(E) of the Exchange Act.

(2) Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on January 27, 2022, BlackRock, Inc. has sole power to vote or direct the vote of 18,670,354 shares of our common stock, and sole power to dispose or direct the disposition of 20,113,625 shares of our common stock. BlackRock, Inc. does not have the shared power to vote or direct the vote of or the shared power to dispose or direct the disposition of any shares of our common stock.

(3) Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 11, 2022, State Street Corporation does not have the power to vote or direct the vote of any shares of our common stock, or to dispose or direct the disposition of any shares of our common stock. State Street Corporation has the shared power to vote or direct the vote of 16,727,419 and the shared power to dispose or direct the disposition of 18,330,427 shares of our common stock.

(4) Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 9, 2022, FMR LLC has sole power to vote or direct the vote of 3,597,057 shares of our common stock, and sole power to dispose or direct the disposition of 10,530,351 shares of our common stock. FMR LLC does not have the shared power to vote or direct the vote of or the shared power to dispose or direct the disposition of any shares of our common stock.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the New York Stock Exchange. Officers, directors and greater than ten percent 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, written representations from certain reporting persons that they were not required to file Forms 5 for the last fiscal year and other information known to the Company, the Company believes that, its officers, directors and greater than ten percent beneficial owners complied with all filing requirements applicable to them with respect to the transaction filed during fiscal year 2021, except for the late Form 4 that was filed by the Company in November 2021 on behalf of Steven D. Cosler, Chairman of the Board of Directors, to report the redemption of the Series F Preferred Stock in October 2021.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Audit Committee is charged with monitoring and reviewing the material facts of any transactions with related parties and either approving or disapproving the entry into such transactions. The Audit Committee has

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adopted a written policy governing transactions with related parties. In determining whether to approve or ratify a transaction with a related party, the Audit Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party's interest in the transaction.

OTHER MATTERS

The Board of Directors does not know of any matters to be presented at the annual meeting other than those stated above. If any other business should come before the annual meeting, the person(s) named in the enclosed Proxy will vote thereon as he or they determine to be in the best interests of the Company.

PROPOSALS FOR NEXT ANNUAL MEETING

Any stockholder proposal pursuant to Rule 14a-8 under the Exchange Act or shareholder director nomination pursuant to the proxy access provisions of the Company’s bylaws to be considered for inclusion in the Company’s proxy materials for the 2023 annual meeting of stockholders must be received by notice delivered to the Secretary of the Company at the Company’s office at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801, no later than December 3, 2022, and, in the case of a proxy access nomination, no earlier than November 3, 2022. However, if the 2023 annual meeting of stockholders is held (i) more than 30 days before or after the anniversary of the 2022 annual meeting of stockholders, then any stockholder proposal pursuant to Rule 14a-8 must be received within a reasonable time before the 2023 annual meeting of stockholders begins to enable the Company to print and mail its proxy materials, or (ii) prior to March 2, 2023 or after May 1, 2023, any notice of a proxy access director nomination must be given by the later of the close of business on the date 180 days prior to the date of the 2023 annual meeting of stockholders or the 10th day on which public announcement of the date of the 2023 annual meeting of stockholders is first made. The submission of a stockholder proposal or proxy access nomination does not guarantee that it will be included in the Company’s proxy statement. Any notice of a proxy access nomination must contain the information required by the Company’s bylaws, and the stockholder(s) and nominee(s) must comply with the information and other requirements in therein relating to the inclusion of stockholder nominees in the Company’s proxy materials.

The Company’s bylaws include separate advance notice provisions applicable to stockholders desiring to bring nominations for directors before an annual stockholders’ meeting other than pursuant to the proxy access provisions of the Company’s bylaws or to bring proposals before an annual stockholders’ meeting other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, stockholders give timely written notice to the Secretary of the Company as the address set forth above regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Company’s bylaws. To be timely, a stockholder who intends to present nominations or a proposal at the 2023 annual meeting of stockholders other than pursuant to the Company bylaws’ proxy access provisions or Rule 14a-8 must provide the information set forth in the Company’s bylaws to the Secretary of the Company at the address set forth above no earlier than December 3, 2022. However, if the 2023 annual meeting of stockholders is held more than 30 days before or after the anniversary of the 2022 annual meeting of stockholders, then the information must be received within a reasonable time before the 2023 annual meeting of stockholders begins to enable the Company to print and mail its proxy materials.

If a stockholder fails to meet these deadlines, we may exclude the nominations or proposal from inclusion in the Company’s proxy materials or for consideration at the 2023 annual meeting of stockholders.

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ANNUAL REPORT

A copy of the 2021 Annual Report of the Company on Form 10-K, which contains all of the financial information (including the Company’s audited financial statements and financial statement schedules) and certain general information regarding the Company, may be obtained without charge by writing to Christopher P. Tessitore, Secretary, National Retail Properties, Inc., 450 South Orange Avenue, Suite 900, Orlando, Florida 32801.

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NATIONAL RETAIL PROPERTIES, INC.
450 SOUTH ORANGE AVENUE, SUITE 900
ORLANDO, FL 32801

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site. You will be prompted to enter the 16-digit Control Number which is located below to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FURTHER STOCKHOLDER COMMUNICATIONS

If you would like to reduce the costs incurred by National Retail Properties, Inc., in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call. You will be prompted to enter the 16-digit Control Number which is located below and then follow the simple instructions the Vote Voice provides you.

VOTE BY MAIL

Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to National Retail Properties, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

PROXY

NATIONAL RETAIL PROPERTIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Stephen A. Horn, Kevin B. Habicht, and Christopher P. Tessitore, and any of them, attorneys and proxies, with full power of substitution and revocation, to vote, as designated on the reverse side, all shares of common stock that the undersigned is entitled to vote, with all powers that the undersigned would possess if personally present at the annual meeting (including all adjournments thereof) of stockholders of National Retail Properties, Inc. (the “Meeting”) to be held on May 12, 2022, at 8:30 a.m. local time, at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801.*

The shares represented by this Proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is specified, the shares represented by this Proxy will be voted FOR each of Proposals I, II, and III. In addition, the proxies may vote in their discretion on such other matters as may properly come before this Meeting.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF NATIONAL RETAIL PROPERTIES, INC.

*As part of the Company's precautions regarding the coronavirus or COVID-19, the Company is planning for the possibility that stockholder attendance may not be permitted by local, state or federal law or may not be in the best interest of the Company's employees, stockholders and community to permit stockholder attendance. If stockholder attendance is not permitted or the Company determines that it is not in the best interest of the Company's employees, stockholders and community to permit stockholder attendance, the Company will arrange for stockholders to have access to the meeting via live telecast or webcast. If the Company takes this step, the Company will announce the decision to do so by April 28, 2022, via a press release and post details on its website that will also be filed with the SEC as proxy material. As always, the Company encourages you to vote your shares prior to the Annual Meeting.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.