Executive Compensation and Corporate Governance Highlights
On September 12, 2023, we consummated a series of transactions which resulted in our conversion from an externally-managed real estate investment trust (“REIT”) that did not have any employees (except for one person based in Europe who was employed to provide certain tax services) to an internally-managed REIT with a significantly expanded portfolio supported by an experienced management team that we directly employ (the “Internalization”), including our named executive officers set forth below (“NEOs”). Since our Internalization, we have embarked on a multi-year process to implement a competitive compensation program that is consistent with market practices and governance standards as follows:
2023 Compensation and Governance Enhancements
| • | Completed our Internalization, representing a more stockholder-friendly management structure under which GNL recognized $85 million in cost synergies |
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| • | Majority of equity granted in performance-based awards that require the achievement of both relative and absolute total stockholder return (“TSR”) hurdles to be earned at the end of a three-year performance period |
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| • | Added 3 new independent directors, including a female director |
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2024 Compensation and Governance Enhancements
| • | Established a formulaic bonus plan for 2024 tied primarily to pre-established financial and operational goals (80% for the CEO and 75% for the other NEOs) |
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| • | Conducted a holistic compensation review that included a new executive compensation peer group based on objective selection criteria, engaged a new compensation consultant that specialized in the REIT industry and reviewed all elements of compensation in terms of both pay levels, pay mix and incentive compensation |
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| • | Entered into a new employment agreement with our CEO on November 21, 2024 that we believe is consistent with market and governance standards |
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| • | Adjusted timing of annual equity awards from October to first quarter of the following year so that the performance share unit (“PSU”) performance periods will be aligned with our fiscal year, which is consistent with almost all other REITs |
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| • | Added 2 new independent directors, one of which replaced a retiring director |
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| • | Established a finance committee of the Board of Directors |
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2025 Compensation and Governance Enhancements
| • | Reduced our CEO’s base salary to $1.0 million in 2025 vs. $2.0 million in 2024, resulting in a 2025 CEO pay mix as follows: (i) 87% of target pay is variable compensation, and (ii) 68% of target pay is in the form of equity-based awards |
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| • | Eliminated the minimum bonus for our CEO |
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| • | Reduced the maximum PSU payout from 275% to 225% and added a debt metric consistent with our strategic plan that includes maintaining conservative leverage, a flexible balance sheet and strong liquidity profile |
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| • | Eliminated the restrictions on stockholders’ ability to amend our bylaws |
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| • | Added 1 new independent director, including a minority director |
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Global Net Lease, Inc.
650 Fifth Avenue, 30 th Floor
New York, New York 10019
