DEF 14A of Realty Income Corp, Apr 15, 2024

DEF 14A of Realty Income Corp

Filed Apr 15, 2024 · FY20230000726728-24-000063

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Our Board of Directors currently consists of 12 directors. Ronald L. Merriman has decided to retire from the Board and will not stand for re-election to our Board of Directors at the Annual Meeting. Mr. Merriman intends to continue to serve on the Board and on the Company’s Audit and Nominating/Corporate Governance Committees until the expiration of his current term at the Annual Meeting. Accordingly, the size of the Board will reduce to 11 directors effective upon Mr. Merriman’s retirement. The Board of Directors, upon the recommendation of the Nominating/Corporate Governance Committee, has nominated the below 11 current directors for election at the Annual Meeting, each to serve for a one-year term expiring at our annual meeting of stockholders in 2025 and until their respective successors are duly elected and qualified. The information presented below highlights what led our Board of Directors to the conclusion that each nominee should serve as a director. We believe that all of our director nominees have a reputation for integrity, honesty, and adherence to high ethical standards. Each of our director nominees has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Realty Income and our Board of Directors. We also value the additional perspective that comes from serving on other companies’ boards of directors and board committees. We continue to review the composition of the Board of Directors in an effort to assemble a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in various areas. Further, directors are not automatically re-nominated annually. Rather, on an annual basis, in making a recommendation to the Board in connection with a director’s nomination for election to the Board, the Nominating/Corporate Governance Committee reviews each candidate’s: (i) business and professional background, including any changes, (ii) contributions to the Board, (iii) skill sets and expertise, (iv) understanding of applicable laws and regulations and other elements thought to be relevant to the success of the Company, (v) time constraints including other board service, (vi) tenure with the Board, and (vii) diversity of background. The Nominating/Corporate Governance Committee formulates its recommendation on each individual candidate in the context of the Board as a whole, taking into consideration feedback from the Board’s most recent evaluation.

  2. DIRECTOR NOMINEES

    | 2024 Proxy Statement | Realty Income 13 |

  3. DIRECTOR NOMINEES

    | | Proposal One | Table of Contents |

  4. DIRECTOR NOMINEES

    Certain Key Board Characteristics We seek to ensure our Board of Directors has diversity of background, expertise, perspective, age, gender identity, ethnicity, and tenure on the Board. As of April 15, 2024, our Board of Directors standing for re-election was comprised of the following:

  5. Female

    Female Percentage of Board Members that identify as female

  6. Underrepresented Community(1)

    Underrepresented Community(1) Percentage of Board Members that identify as being from an under-represented community

  7. Independent

    Independent Percentage of Board Members that are independent

  8. Tenure on the Board

    Tenure on the Board 1.We define a member of under-represented communities as an individual who self-identifies as Black, African American, Hispanic, Latino, Asian (inclusive of individuals who self-identify as South Asian or Indian), Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.

  9. Tenure on the Board

    | 14 Realty Income | 2024 Proxy Statement |

  10. Tenure on the Board

    | Table of Contents | Proposal One | |

  11. Tenure on the Board

    Based on the recommendation of our Nominating/Corporate Governance Committee, our Board of Directors has nominated the following 11 directors for election at the Annual Meeting, each to serve until our annual meeting of stockholders in 2025 and until their respective successors have been duly elected and qualified:

  12. Tenure on the Board

    | Director Name | Independent | Audit Committee | Compensation and Talent Committee | Nominating/Corporate Governance Committee | | Michael D. McKee(1) | | | | | | Priscilla Almodovar | | | | | | Jacqueline Brady | | | | | | A. Larry Chapman | | | | | | Reginald H. Gilyard | | | | | | Mary Hogan Preusse | | | | | | Priya Cherian Huskins | | | | | | Jeff A. Jacobson(2) | | | | | | Gerardo I. Lopez | | | | | | Gregory T. McLaughlin | | | | | | Sumit Roy | | | | | | – Committee Member | – Committee Chair | | | |

  13. Tenure on the Board

    1.Non-Executive Independent Chairman of the Board of Directors. 2.On February 12, 2024, Ronald L. Merriman, notified the Board of Directors of his decision to retire and not stand for re-election at the Company’s Annual Meeting. Mr. Merriman intends to continue to serve on the Board and on the Company’s Audit and Nominating/Corporate Governance Committees until the expiration of his current term at the Annual Meeting. Mr. Jacobson was appointed to serve on the Audit Committee in connection with his appointment to the Board and both appointments were effective as of February 21, 2024. For more information regarding our nominees, please see the “Board of Directors and Corporate Governance” section of this Proxy Statement beginning on page 17.

  14. Tenure on the Board

    | 2024 Proxy Statement | Realty Income 15 |

  15. Tenure on the Board

    | | Proposal One | Table of Contents |

  16. Tenure on the Board

    The following chart highlights the specific experience, qualifications, attributes, and skills of our Board standing for re-election based on their education and prior experience. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide strategic advice and effective oversight to our management. More detail is provided in each director nominee’s biography below.

  17. Tenure on the Board

    | Skill | | Michael D. McKee | Priscilla Almodovar | Jacqueline Brady | A. Larry Chapman | Reginald H. Gilyard | Mary Hogan Preusse | Priya Cherian Huskins | Jeff A. Jacobson | Gerardo I. Lopez | Gregory T. McLaughlin | Sumit Roy | | Governance Guidelines Criteria | | | | | | | | | | | | | | | Independent | | | | | | | | | | | | | | Senior Leadership Experience | | | | | | | | | | | | | | Global Exposure | | | | | | | | | | | | | | Board Experience | | | | | | | | | | | | | | Accounting & Financial Expertise | | | | | | | | | | | | | | Investment Management | | | | | | | | | | | | | | Capital Markets | | | | | | | | | | | | | | Strategic Planning | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | Human Capital Management | | | | | | | | | | | | | | Environmental, Social & Governance | | | | | | | | | | | | | | Technology | | | | | | | | | | | | | Industry Experience | | | | | | | | | | | | | | | Real Estate | | | | | | | | | | | | | Demographic Background | | | | | | | | | | | | | | Tenure (years)(1) | | 30 | 2 | 3 | 12 | 6 | 2 | 16 | — | 6 | 17 | 6 | | Average Tenure (years): 9 | | | | | | | | | | | | | | Gender Diversity(2) | | | | | | | | | | | | | | Age | | 78 | 56 | 56 | 77 | 60 | 55 | 52 | 62 | 64 | 64 | 54 | | Average Age: 62 | | | | | | | | | | | | | | Underrepresented Community(3) | | | | | | | | | | | | | | Veteran(4) | | | | | | | | | | | | |

  18. Tenure on the Board

    1.Tenure and age are as of April 15, 2024. 2.Based on each director’s self-identification and includes members who identify as female or non-binary.

  19. Tenure on the Board

    | 16 Realty Income | 2024 Proxy Statement |

  20. Tenure on the Board

    | Table of Contents | Proposal One | |

  21. Tenure on the Board

    3.Based on each director’s self-identification. We define a member of under-represented communities as an individual who self-identifies as Black, African American, Hispanic, Latino, Asian (inclusive of individuals who self-identify as South Asian or Indian), Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender. 4.Based on each director’s self-identification. Board Independence Our Board of Directors has determined that each of our current directors and nominees, except for Mr. Roy, has no material relationship with us (either directly or indirectly through an immediate family member or as a partner, stockholder, or officer of an organization that has a relationship with us) and is “independent” within the meaning of our director independence standards and NYSE director independence standards. Our Board of Directors established and employed categorical standards, which mirror NYSE independence requirements, in determining whether a relationship is material and thus would disqualify a director from being independent. Non-Executive Independent Chairman of the Board The Nominating/Corporate Governance Committee evaluates the Board of Directors’ leadership structure. Since 1997, the positions of Non-Executive Chairman of the Board of Directors and CEO have been separate in recognition of the differences between the two roles. Mr. McKee serves as our Non-Executive Chairman of the Board of Directors and presides as lead independent director, while Mr. Roy serves as our CEO. The Board of Directors believes this is the most appropriate structure because it enables the independent directors to participate meaningfully in the leadership of our Board of Directors while utilizing most efficiently the leadership skills of both Messrs. McKee and Roy. In addition, separating the roles of Non-Executive Chairman and CEO allows our Non-Executive Chairman to serve as a liaison between the Board of Directors and executive management, while providing our CEO with the flexibility and focus needed to oversee our operations.

  22. Tenure on the Board

    | | Priscilla Almodovar EXPERIENCE Priscilla Almodovar is the Chief Executive Officer and member of the Board of Directors of the Federal National Mortgage Association (“Fannie Mae”) since December 2022. Prior to joining Fannie Mae, Ms. Almodovar held the position of President and Chief Executive Officer of Enterprise Community Partners from September 2019 to December 2022. Ms. Almodovar held the position of Managing Director at JP Morgan Chase from January 2010 to September 2019, where she led its national real estate businesses which focused on commercial real estate and community development. From 2006 to 2009, she served as the President and Chief Executive Officer of the New York State Housing Finance Agency/State of New York Mortgage Agency. From 1990 to 2004, Ms. Almodovar practiced law at the global law firm, White & Case LLP, where she became a partner in 1998, and specialized in international project finance. Ms. Almodovar previously served as a member of the U.S. Secretary of Energy Advisory Board and as a director of VEREIT, Inc. from February 2021 through the closing of its merger with the Company in November 2021. Ms. Almodovar holds a Juris Doctorate degree from Columbia University School of Law and a Bachelor of Arts degree in economics from Hofstra University. QUALIFICATIONS Ms. Almodovar offers a valuable and knowledgeable perspective with her financial expertise and tenure in the real estate and legal industries. She has excelled in her career in executive roles across private, public, and nonprofit companies, bringing diverse experience and insights on operations, enterprise risk management and corporate social responsibility. | | Age: 56 | | | Director Since: 2021 | | | Committees: Audit (Chair) | | | Independent: Yes | |

  23. Tenure on the Board

    | 2024 Proxy Statement | Realty Income 17 |

  24. Tenure on the Board

    | | Proposal One | Table of Contents |

  25. Tenure on the Board

    | | Jacqueline Brady EXPERIENCE Jacqueline Brady is a Managing Director at PGIM Private Alternatives and Head of Global Debt Solutions. PGIM Private Alternatives manages over $300 billion in private credit, private equity, and real estate debt and equity strategies globally. Prior to joining PGIM in July 2017, Ms. Brady held numerous executive roles in real estate investment management, investment banking and structured finance, at firms including JP Morgan, Nomura Securities, and Capmark Investments. In June 2011, Ms. Brady co-founded Canopy Investment Advisors, an SEC-registered investment advisor, where she served until June 2017. Since 2007, Ms. Brady has served on the Board of Managers of Haverford College and, since 2009, has served on its Investment Committee which has responsibility for the management of the college’s endowment. Previously, Ms. Brady served on the Board of Managers’ Audit, Property, and Finance Committees. Ms. Brady serves on the Council Leadership of the Urban Land Institute’s Global Exchange Council and Chairs the Publications Committee for the Pension Real Estate Association (“PREA”). Ms. Brady holds a master’s degree in international economics and international relations from the Johns Hopkins University and bachelor’s degree in political science from Haverford College. QUALIFICATIONS Ms. Brady brings beneficial knowledge with her diverse background in global real estate. Her collaborative style, international experience, investment management expertise, and capital markets background complements the talents of our Board of Directors as we continue to expand our industry-leading real estate platform both domestically and internationally. | | Age: 56 | | | Director Since: 2021 | | | Committees: Nominating/Corporate Governance | | | Independent: Yes | |

  26. Tenure on the Board

    | | A. Larry Chapman EXPERIENCE A. Larry Chapman is a retired 37-year veteran of Wells Fargo, having served as Executive Vice President and the Head of Commercial Real Estate from 2006 until his retirement in June 2011, and as a member of the Wells Fargo Management Committee. Mr. Chapman joined Wells Fargo in 1974 in its Houston Real Estate office. In 1987, he was promoted to President of Wells Fargo Realty Advisors, a wholly-owned subsidiary of Wells Fargo & Co. The subsidiary’s primary responsibility was managing Wells Fargo Mortgage and Equity Trust, which was formed in 1970 and sold in 1989. He remained President of Wells Fargo Realty Advisors until 1990 and was promoted to Group Head of the Wells Fargo Real Estate Group in 1993. Mr. Chapman managed the Wells Fargo Real Estate Group until his 2006 promotion to Executive Vice President and Head of Commercial Real Estate for Wells Fargo on a nationwide basis. Mr. Chapman is a former board member of the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley, past governor and trustee of the Urban Land Institute, former member of the National Association of Real Estate Investment Trusts (“Nareit”), and member and past trustee of the International Council of Shopping Centers (“ICSC”). He served on the board of directors of CBL & Associates Properties, Inc. (NYSE: CBL) from August 2013 to November 2021. Mr. Chapman is a graduate of Texas Tech University with an undergraduate degree in finance. QUALIFICATIONS Mr. Chapman’s financial acumen and extensive commercial real estate experience across many industries and tenant types provide valuable insight and expertise to the Board of Directors and our senior management team as we continue to expand our real estate portfolio. In addition, his background as a leader of a Fortune 500 company, and as a member of its management team, further enhances the quality of leadership and oversight provided by our Board of Directors. | | Age: 77 | | | Director Since: 2012 | | | Committees: Audit | | | Independent: Yes | |

  27. Tenure on the Board

    | 18 Realty Income | 2024 Proxy Statement |

  28. Tenure on the Board

    | Table of Contents | Proposal One | |

  29. Tenure on the Board

    | | Reginald H. Gilyard EXPERIENCE Reginald H. Gilyard is a Senior Advisor at the Boston Consulting Group, Inc. (“BCG”) where he is a recognized leader in strategy development and execution and has served in this role since 2017. Prior to this role, Mr. Gilyard served as Dean of the Argyros School of Business and Economics at Chapman University from 2012 to 2017. Under Mr. Gilyard’s leadership, the school significantly increased its national rankings at the undergraduate and graduate levels. Prior to joining Chapman University, from 1996 to 2012, Mr. Gilyard served as Partner and Managing Director at BCG where he led national and multi-national engagements with large corporations in strategy, mergers and acquisitions, and business transformation. Prior to BCG, Mr. Gilyard served nine years in the U.S. Air Force as a Program Manager and was then promoted to Major in the U.S. Air Force Reserves where he served for an additional three years. Mr. Gilyard has served on the board of directors and as the Chairman of the board of directors of Orion Office REIT Inc. (NYSE:ONL) since November 2021. He has also served on the board of directors of First American Financial Corporation (NYSE:FAF) since May 2017 and of CBRE Group Inc. (NYSE: CBRE) since November 2018. He serves on the board for Pacific Charter School Development, a 501(c)(3) real estate development company serving low-income families in urban centers across the United States. Mr. Gilyard holds an M.B.A. from Harvard Business School, a Master of Science degree from the United States Air Force Institute of Technology, and a Bachelor of Science degree from the United States Air Force Academy. QUALIFICATIONS Mr. Gilyard offers valuable knowledge regarding strategy development and execution, having worked with management teams and boards to develop and implement successful strategies for over 25 years. His extensive consulting experience includes leading national and multi-national strategic engagements, pre-and post-merger and acquisitions activity, and business transformation. Mr. Gilyard’s skill set and experience in a broad array of industries allow him to provide diverse and valuable perspectives to our Board of Directors. | | Age: 60 | | | Director Since: 2018 | | | Committees: Nominating/Corporate Governance (Chair) | | | Independent: Yes | |

  30. Tenure on the Board

    | | Mary Hogan Preusse EXPERIENCE Mary Hogan Preusse has served on the board of directors of Kimco Realty Corporation (NYSE:KIM) since February 2017, Digital Realty Trust, Inc. (NYSE: DLR) since May 2017 serving as the Chair of the Board since June 2023, and Host Hotels & Resorts, Inc. (Nasdaq: HST) since June 2017. Since October 2021, she has also been a Senior Advisor to Fifth Wall, the venture capital firm. She is a member of Nareit’s Advisory Board of Governors and is a recipient of that organization’s Industry Achievement Award. Until her retirement in 2017, Ms. Hogan Preusse held the position of Managing Director and Co-Head of Americas Real Estate at APG Asset Management US, Inc. (“APG”), where she was responsible for managing the firm’s public real estate investments in the Americas. Prior to joining APG in 2000, she spent eight years as a sell side analyst covering the REIT sector, and she began her career at Merrill Lynch as an investment banking analyst. Ms. Hogan Preusse previously served as a director of VEREIT, Inc. from February 2017 through the closing of its merger with the Company in November 2021. Ms. Hogan Preusse holds an undergraduate degree in mathematics from Bowdoin College and is a member of Bowdoin’s Board of Trustees. QUALIFICATIONS Ms. Hogan Preusse offers extensive real estate experience, capital markets knowledge, and industry leadership. Her investment expertise, activism in the community by promoting diversity on corporate boards, and speaking on panels on topics such as environmental, social, and governance factors are valued insights that she brings to the Board of Directors. | | Age: 55 | | | Director Since: 2021 | | | Committees: Compensation and Talent | | | Independent: Yes | |

  31. Tenure on the Board

    | 2024 Proxy Statement | Realty Income 19 |

  32. Tenure on the Board

    | | Proposal One | Table of Contents |

  33. Tenure on the Board

    | | Priya Cherian Huskins EXPERIENCE Priya Cherian Huskins has served as Senior Vice President and partner of Woodruff Sawyer & Co. (“Woodruff Sawyer”), a commercial insurance brokerage and consulting firm since 2003. Prior to joining Woodruff Sawyer, Ms. Huskins served as a corporate and securities attorney at the law firm of Wilson Sonsini Goodrich & Rosati from 1997 to 2003. She has served on the advisory board of the Stanford Rock Center for Corporate Governance since 2012. She has served on the board of directors of Woodruff Sawyer since 2016, including as the Presiding Director since 2023. She has also served on the boards of directors of NMI Holdings, Inc. (Nasdaq: NMIH) since 2021 and the Long Term Stock Exchange since 2022. She previously served as lead independent director of Anzu SPAC I (Nasdaq: ANZUU ) (n/k/a Envoy Medical, Inc. (Nasdaq: COCH)) from 2021 to 2023. She also previously served on the board of directors of the Silicon Valley Directors’ Exchange (SVDX) from 2013 to 2018. Ms. Huskins holds a Juris Doctorate degree from the University of Chicago Law School and an undergraduate degree from Harvard College. QUALIFICATIONS With her background in law, insurance, and risk management, Ms. Huskins brings a focus on these areas to our Board of Directors. As a recognized expert in directors and officers’ liability risk and its mitigation, Ms. Huskins provides valuable insight into our risk management strategy. In addition, she brings experience regarding corporate governance matters, including compensation best practices and ways that corporate governance can enhance stockholder value. Ms. Huskins’ experience makes her a valuable member of a well-rounded Board of Directors. | | Age: 52 | | | Director Since: 2007 | | | Committees: Compensation and Talent (Chair) and Nominating/Corporate Governance | | | Independent: Yes | |

  34. Tenure on the Board

    | | Jeff A. Jacobson EXPERIENCE Mr. Jacobson is a retired Global Chief Executive Officer of LaSalle Investment Management (“LaSalle”), the real estate investment arm of Jones Lang LaSalle Inc. (NYSE: JLL), serving in such role from 2007 to 2021. Prior to this, he served as LaSalle’s European Chief Executive Officer from 2000 to 2006. During the period between 1986 and 1998, Mr. Jacobson served in various positions with LaSalle. From 1998 to 2000, he served in leadership positions with Security Capital Group, Inc., a real estate holding company. Mr. Jacobson has over 35 years of real estate investment experience, including that during his tenure at LaSalle he sat on three regional investment committees in North America, Europe, and Asia. He has investment expertise in a variety of geographic markets, asset sectors, investment structures, and risk/return strategies. Since 2022, he has served on the board of directors of Cadillac Fairview Corporation, an owner, operator, investor, and developer of office, retail, multi-family residential, industrial, and mixed-use properties in North America and is wholly-owned by the Ontario Teachers’ Pension Plan. Mr. Jacobson is also a Senior Adviser to The Vistria Group, a private investment firm focused on investing in essential industries, such as healthcare, financial services, and housing. Mr. Jacobson holds both a Bachelor of Arts degree in economics and a Master of Arts degree from the Food Research Institute of Stanford University. QUALIFICATIONS Mr. Jacobson offers extensive real estate and executive leadership experience with global real estate companies. His investment expertise in various geographies, assets and structures and experience in evaluating growth strategies are valued insights that he brings to the Board of Directors. | | Age: 62 | | | Director Since: 2024 | | | Committees: Audit | | | Independent: Yes | |

  35. Tenure on the Board

    | 20 Realty Income | 2024 Proxy Statement |

  36. Tenure on the Board

    | Table of Contents | Proposal One | |

  37. Tenure on the Board

    | | Gerardo I. Lopez EXPERIENCE Gerardo I. Lopez previously served as Executive-in-Residence for Softbank Investment Advisers from October 2021 to October 2022 and as Operating Partner and Head of its Operating Group from December 2018 to October 2021. Prior to this role, Mr. Lopez was an Operating Partner at High Bluff Capital Partners, a private equity firm focused on investing in consumer-facing companies, from June 2018 to December 2018, and served as Executive Chairman of Quiznos, Inc., which is privately owned by High Bluff Capital Partners from June 2018 to December 2018. Previously, from August 2015 to December 2017, Mr. Lopez served as President and Chief Executive Officer of Extended Stay America, Inc. and its paired-share REIT, ESH Hospitality, Inc. (paired together as NYSE: STAY), the largest owner/operator of company-branded hotels in North America. From March 2009 to August 2015, Mr. Lopez also served as President and Chief Executive Officer of AMC Entertainment Holdings, Inc. (NYSE: AMC), the top global theater operator, where he led the reinvention of the customer theater experience. Prior to AMC, Mr. Lopez held various positions, including Executive Vice President of Starbucks Coffee Company (NASDAQ: SBUX) and President of its Global Consumer Products from September 2004 to March 2009, Seattle’s Best Coffee and Foodservice division, and President of the Handleman Entertainment Resources division of Handleman Company from November 2001 to September 2004. Mr. Lopez has also held a variety of executive management positions with International Home Foods from 1997 to 2000, PepsiCo, Inc. (NYSE: PEP) from 1986 to 1996, and the Procter & Gamble Company (NYSE: PG) from 1983 to 1986. Mr. Lopez currently serves on the board of directors of CBRE Group, Inc. (NYSE: CBRE) since October 2015 and Newell Brands (NYSE: NWL) since April 2018. Mr. Lopez holds an M.B.A. from Harvard Business School and a Bachelor of Arts degree from George Washington University. QUALIFICATIONS Mr. Lopez brings extensive operational and leadership knowledge through serving as a senior executive at entertainment, hospitality, and consumer products companies. He has over 37 years of experience in marketing, sales and operations, and management of public and private companies, particularly across consumer-focused industries. Mr. Lopez adds real estate expertise and diverse board experience as an independent board member of private and public companies. The depth and breadth of his operational knowledge and leadership experience across various industries makes him a valuable contributor to our Board of Directors. | | Age: 64 | | | Director Since: 2018 | | | Committees: Compensation and Talent | | | Independent: Yes | |

  38. Tenure on the Board

    | | Michael D. McKee EXPERIENCE Michael D. McKee has been a Principal of The Contrarian Group since March 2018. Mr. McKee previously served as Executive Chairman of HCP, Inc. (n/k/a Healthpeak Properties (NYSE: PEAK)) from May 2016 to March 2018, Chief Executive Officer of Bentall Kennedy (U.S.), a registered real estate investment advisor from February 2010 to April 2016, and was the Vice Chairman from 1999 to 2008 and the Chief Executive Officer from 2007 to 2008 of The Irvine Company, a privately-held real estate investment company, as well as its Chief Operating Officer from 2001 to 2007, Chief Financial Officer from 1997 to 2001, and Executive Vice President from 1994 1999. Prior to joining The Irvine Company, Mr. McKee was a partner in the law firm of Latham & Watkins from 1986 to 1994. Through each of these positions, Mr. McKee has obtained extensive real estate experience and provides valuable insight and expertise to the Board and our senior management team. He served on the board of directors of HCP, Inc. from 1989 to April 2018, Bentall Kennedy (U.S.) from 2008 to 2012, The Irvine Company from 1998 to 2008, the Hoag Hospital Foundation from 1999 to 2008, and Seattle Pacific University from 2017 to 2022. He has served on the board of directors of First American Financial Corporation (NYSE: FAF) since 2011, and the Tiger Woods Foundation since 2006. Mr. McKee holds a Juris Doctorate degree from the UCLA School of Law, a Master of Arts degree from the University of Southern California, and a Bachelor of Arts degree in psychology from Azusa Pacific University. QUALIFICATIONS Mr. McKee’s business and legal experience includes numerous acquisition and disposition transactions, as well as a variety of public and private offerings of equity and debt securities. Additionally, he has been exposed to various compliance issues as they relate to REITs. With his knowledge of the complex issues facing real estate companies today and his understanding of what makes businesses work effectively and efficiently, Mr. McKee provides valuable insight to our Board of Directors. | | Age: 78 | | | Director Since: 1994 | | | Non-Executive Chairman Since: 2012 | | | Committees: Compensation and Talent and Nominating/Corporate Governance | | | Independent: Yes | |

  39. Tenure on the Board

    | 2024 Proxy Statement | Realty Income 21 |

  40. Tenure on the Board

    | | Proposal One | Table of Contents |

  41. Tenure on the Board

    | | Gregory T. McLaughlin EXPERIENCE Since 2018, Gregory T. McLaughlin serves several important roles as the Chief Executive Officer of the PGA TOUR First Tee Foundation, a subsidiary of the PGA TOUR, Inc., World Golf Hall of Fame, and American Golf Industry Coalition. Under Mr. McLaughlin’s leadership, these organizations have grown in global prominence to become among the world’s top golf organizations. Most importantly, Mr. McLaughlin has served as a vital ambassador and spokesperson for the game of golf throughout the U.S. and abroad. Previously, Mr. McLaughlin served as the President of the PGA TOUR Champions and an Executive Vice President of the PGA TOUR from 2014 to 2018. Prior to joining the PGA TOUR, Mr. McLaughlin served as the President and Chief Executive Officer of TGR Live and Tiger Woods Foundation in Irvine, California from 1999 to 2014, the Vice President of Business Development of the Western Golf Association / Evans Scholars Foundation in Glenview Illinois from 1993 to 1999, and the Vice President of Business Development of the Los Angeles Junior Chamber of Commerce in Los Angeles, California from 1988 to 1993. Mr. McLaughlin currently serves on the Executive Committee of the PGA TOUR and the board of directors of Dyehard Fan Supply, a turnkey sports retail solutions provider for America’s top sporting events, venues, and brands. Mr. McLaughlin formerly served on the board of directors of Nielsen Sports from 2012 to 2014. Mr. McLaughlin holds a Juris Doctorate degree from Chicago-Kent School of Law and a Bachelor of Science degree in economics from The Ohio State University. QUALIFICATIONS As a result of his extensive business experience, Mr. McLaughlin offers a unique perspective to the Board of Directors on a variety of business, finance, and legal matters. His robust experience includes building teams, tax-exempt financing, capital raising, strategic development, and project and land development. Additionally, Mr. McLaughlin is recognized as a financial expert, especially as it relates to audit and tax matters. His proven effectiveness working with complex issues and leadership skills in managing a variety of different type organizations makes him a valued member of the Board of Directors. | | Age: 64 | | | Director Since: 2007 | | | Committees: Audit and Compensation and Talent | | | Independent: Yes | |

  42. Tenure on the Board

    | | Sumit Roy EXPERIENCE Mr. Roy has been our Chief Executive Officer since October 2018, and our President since November 2015. Mr. Roy served as Executive Vice President, Chief Operating Officer from October 2014 to October 2018, and as Chief Investment Officer from October 2013 to November 2015. Prior to that, Mr. Roy served as Executive Vice President, Acquisitions from March 2013 to October 2013, after being promoted from his prior role as Senior Vice President, Acquisitions from September 2011 to February 2013. Prior to joining us in September 2011, Mr. Roy was an Executive Director, Global Real Estate, Lodging & Leisure for UBS Investment Bank. Mr. Roy has also held positions at Merrill Lynch, and at Cap Gemini Ernst & Young LLP. Mr. Roy has served on the Board of Directors of Ventas, Inc. (NYSE: VTR) since October 2022. Mr. Roy has been a member of Nareit’s Advisory Board of Governors since November 2020 and Second Vice Chair since November 2023. Mr. Roy holds an M.B.A. in finance and economics from the University of Chicago, Booth School of Business, a master’s degree in computer science from the University of Georgia, and a bachelor’s degree in computer science from Georgia College & State University. QUALIFICATIONS Mr. Roy brings a deep understanding of business and financial strategy, real estate, and REITs through his experience in the financial and real estate industries. Additionally, he provides insight regarding strategic planning and execution through his consulting and advisory experience. His extensive knowledge of the Company’s investments and operations across all areas of the business makes him a valuable contributor to our Board of Directors. | | Age: 54 | | | Director Since: 2018 | | | Committees: None | | | Independent: No | |

  43. Tenure on the Board

    | Our Board of Directors recommends that stockholders vote “FOR” each of the nominees listed above. |

  44. Tenure on the Board

    | 22 Realty Income | 2024 Proxy Statement |

  45. Tenure on the Board

    | | PROPOSAL TWO Ratification of Appointment of Independent Registered Public Accounting Firm The Audit Committee of our Board of Directors (the “Audit Committee”) has appointed KPMG as the independent registered public accounting firm to audit our consolidated financial statements and internal control over financial reporting for the fiscal year ending December 31, 2024. |

  46. Tenure on the Board

    Representatives of KPMG are expected to be present at the Annual Meeting and will be provided an opportunity to make a statement if desired. The representatives are also expected to be available to respond to appropriate questions. Although ratification by our stockholders is not a prerequisite to the power of the Audit Committee to appoint our independent registered public accounting firm, our Board of Directors and the Audit Committee believe such ratification to be advisable and in the best interests of the Company. Accordingly, stockholders are being requested to ratify, confirm, and approve the appointment of KPMG 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 fiscal year ending December 31, 2024. If the stockholders do not ratify the appointment of KPMG, the appointment of an independent registered public accounting firm will be reconsidered by the Audit Committee; however, the Audit Committee has no obligation to change its appointment. If the appointment of KPMG is ratified, the Audit Committee will continue to conduct an ongoing review of KPMG’s scope of engagement, pricing, and work quality, among other factors, and will retain the right to replace KPMG at any time.

  47. Tenure on the Board

    | Our Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment of KPMG |

  48. Tenure on the Board

    | 2024 Proxy Statement | Realty Income 23 |

  49. Tenure on the Board

    | | PROPOSAL THREE Advisory Vote to Approve the Compensation of Our Named Executive Officers Our Board of Directors has adopted a policy of providing for annual “say-on-pay” advisory votes. |

  50. Tenure on the Board

    In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and as a matter of good corporate governance, we are asking our stockholders to vote on a non-binding, advisory basis to approve the compensation paid to our named executive officers, as described in the Compensation Discussion and Analysis and the executive compensation tables and narrative that follow. To align the interests of management with those of our stockholders, our compensation program focuses on pay-for-performance principles that are linked to short-term and long-term financial, operational, and relative TSR metrics. Our compensation mix rewards the continued performance of the Company, encourages a disciplined approach to management, and maintains focus on the creation of long-term value for our stockholders. We believe this structure is competitive and allows us to attract, motivate, and retain highly qualified executive officers. In connection with reviewing our compensation program and the 2023 compensation paid to our named executive officers, it is important to consider the Company’s performance during 2023, as well as our long-term TSR performance. These performance results are discussed in detail in the “Executive Compensation” section beginning on page 38. Our regular compensation program consists of our Short-Term Incentive Program (“STIP”) and Long-Term Incentive Program (“LTIP”), which are based on the Company’s performance in 2023, in addition to a fixed compensation component. The majority of the compensation awarded under the STIP and LTIP is at-risk, is not guaranteed, and is based on the following performance metrics:

  51. Tenure on the Board

    | Short-Term Incentive Plan Performance Goals | | Long-Term Incentive Plan Performance Goals | | | Metric | Weight | Metric | Weight | | AFFO per Share | 40% | TSR Ranking within MSCI US REIT Index | 55% | | Fixed Charge Coverage Ratio | 20% | Dividend per Share Growth Rate | 20% | | Portfolio Occupancy | 10% | Net Debt-to-Pro Forma Adjusted EBITDAre Ratio | 25% | | Individual Objectives | 30% | | |

  52. Tenure on the Board

    The performance hurdles and weightings for each program are determined by the Compensation and Talent Committee in consultation with its independent compensation consultant. This structure effectively links the compensation awarded to our executives to the achievement of the Company’s financial and strategic goals. The independent members of our Board of Directors believe that the performance-based structure of our compensation program, as summarized above and detailed in the “Executive Compensation” section beginning on page 39, allows the Company to attract and retain talented executives while aligning their interests with the best interests of the Company to support long-term value creation for the benefit of stockholders.

  53. Tenure on the Board

    | 24 Realty Income | 2024 Proxy Statement |

  54. Tenure on the Board

    | Table of Contents | Proposal Three | |

  55. Tenure on the Board

    Unless our Board of Directors modifies its determination on the frequency of future “say-on-pay” advisory votes, the next vote will be held at the annual meeting of stockholders in 2025. Because this vote is advisory, it is not binding on us or our Board of Directors. Nevertheless, the views expressed by stockholders, whether through this vote or otherwise, are important to management and our Board of Directors and, accordingly, our Board of Directors and the Compensation and Talent Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

  56. Tenure on the Board

    | Our Board of Directors recommends that stockholders vote “FOR” approval on a non-binding advisory basis of the compensation of our named executive officers as described in the compensation discussion and analysis and the executive compensation tables and narrative that follow |

  57. Tenure on the Board

    | 2024 Proxy Statement | Realty Income 25 |

  58. Tenure on the Board

    | | CORPORATE GOVERNANCE The Company has nominated 11 directors for election at the Annual Meeting, seven of whom self-identify as being from an under-represented community and/or female. |

  59. BOARD ROLE IN RISK OVERSIGHT

    | | DIRECTOR COMPENSATION Under the director stock ownership guidelines, each non-employee director is required to hold stock valued at no less than five times the amount of the annual cash retainer. |

  60. BOARD ROLE IN RISK OVERSIGHT

    | Table of Contents | Director Compensation | |

  61. BOARD ROLE IN RISK OVERSIGHT

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation(4) ($) | Total ($) | | Priscilla Almodovar(3) | 70,000 | 240,400 | — | 310,400 | | Jacqueline Brady(3) | 35,000 | 240,400 | — | 275,400 | | A. Larry Chapman | 35,000 | 240,400 | — | 275,400 | | Reginald H. Gilyard(3) | 60,000 | 240,400 | — | 300,400 | | Mary Hogan Preusse(3) | 35,000 | 240,400 | — | 275,400 | | Priya Cherian Huskins | 60,000 | 240,400 | — | 300,400 | | Gerardo I. Lopez(3) | 35,000 | 240,400 | — | 275,400 | | Michael D. McKee | 160,000 | 240,400 | — | 400,400 | | Gregory T. McLaughlin | 35,000 | 240,400 | 10,000 | 285,400 | | Ronald L. Merriman | 35,000 | 240,400 | — | 275,400 |

  62. Average NEO Compensation Mix

    | n | LTIP Performance Shares | | n | STIP Cash Awards | | n | LTIP Time-Based Restricted Awards | | n | Annual Salary |

  63. Average NEO Compensation Mix

    | n | LTIP Performance Shares | | n | STIP Cash Awards | | n | LTIP Time-Based Restricted Awards | | n | Annual Salary |

  64. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT In 2023, the Compensation and Talent Committee retained Ferguson Partners Consulting L.P. (“FPC”), a nationally known independent executive compensation and benefits consulting firm specializing in the real estate industry, to provide general executive compensation consulting services. In addition, the consultant performs special executive compensation projects and consulting services, as directed by the Compensation and Talent Committee. The consulting services provided by FPC include: 1.Evaluating the current compensation program design and guidelines for named executive officers, and assisting in structuring a compensation program that meets the objectives outlined by the Compensation and Talent Committee; 2.Evaluating the current compensation program for members of the Board of Directors; 3.Providing peer information to assist the Compensation and Talent Committee in selecting the appropriate peer group; 4.Benchmarking the compensation for the named executive officers against the appropriate peer group; 5.Identifying the appropriate mix of compensation components, including base salary, annual incentives, and short-term and long-term incentive compensation to ensure proper incentive alignment; 6.Conducting an annual independent risk assessment for the Compensation and Talent Committee to ensure our executive compensation is appropriately structured and does not promote undue risk; 7.Discussing market-based incentive programs, including performance metrics and targets, within our peer group companies, and providing guidance and recommendations for modifications to program elements to ensure competitiveness; and 8.Reviewing an overview of industry trends related to human capital across the entire real estate industry. FPC reports to the Compensation and Talent Committee and works with management as directed by the Compensation and Talent Committee. The Compensation and Talent Committee retains the right to terminate or replace FPC at any time. Pursuant to the Compensation and Talent Committee’s Charter, the Compensation and Talent Committee has the power to engage other consultants and advisors as required. Through review and consultation with FPC, the Compensation and Talent Committee assessed the independence of FPC in light of, among other factors, the independence factors established by the NYSE. As a result of this assessment, the Compensation and Talent Committee has determined that FPC’s work raised no conflict of interest currently or during the year ended December 31, 2023.

  65. COMPENSATION CONSULTANT

    | 2024 Proxy Statement | Realty Income 43 |

  66. COMPENSATION CONSULTANT

    | | Executive Compensation | Table of Contents |

  67. PEER GROUP DATA

    PEER GROUP DATA The Compensation and Talent Committee uses comparison data from various companies it considers peers as a guide in its review of each of the elements of the Company’s compensation program. Prior to approving the 2023 incentive compensation program, the Compensation and Talent Committee reviewed peer group data to assist in its determination of total target direct compensation (on an aggregate and individual basis), as well as the appropriate mix of equity versus cash, short-term versus long-term, and performance-based versus time-based awards to be paid or granted for 2023 performance. The Compensation and Talent Committee evaluates whether the compensation elements and levels that are provided to our named executive officers are generally appropriate relative to the compensation elements and levels provided to their counterparts at peer companies, in light of our performance relative to peers and the Company’s goals and objectives, and in consideration of each named executive officer’s individual contribution to the Company’s performance. This approach allows us to respond to competitive dynamics in the market and provides us with the flexibility to maintain and enhance our named executive officers’ engagement, focus, and motivation.

  68. 2023 PEER GROUP FOR 2023 COMPENSATION DECISIONS

    2023 PEER GROUP FOR 2023 COMPENSATION DECISIONS The Compensation and Talent Committee, with the help of FPC, annually reviews the composition of our peer group and the criteria and data used in compiling our peer group to ensure that each company’s size and operations remain comparable to ours. The peer group recommended by FPC in 2022 and used by the Compensation and Talent Committee to set 2023 compensation (the “2023 Peer Group”) consisted of the 15 public real estate companies listed below. The 2023 Peer Group was unchanged from the 2022 peer group.

  69. 2023 PEER GROUP FOR 2023 COMPENSATION DECISIONS

    | 2023 Peer Group(1) | | | | Alexandria Real Estate Equities, Inc. | Equinix, Inc. | Public Storage | | AvalonBay Communities, Inc. | Equity Residential | Simon Property Group, Inc. | | Boston Properties, Inc. | Essex Property Trust, Inc. | Ventas, Inc. | | Crown Castle Inc. | Healthpeak Properties, Inc. | W.P. Carey, Inc.* | | Digital Realty Trust, Inc. | Prologis, Inc. | Welltower Inc. |

  70. 2023 PEER GROUP FOR 2023 COMPENSATION DECISIONS

    * Denotes a net lease peer. 1.With the exception of W.P. Carey, the remainder of the 2023 Peer Group consists of S&P 500 REITs. The companies in our 2023 Peer Group focus on a variety of asset classes with similar lease types, and are similar to us in size in terms of total market capitalization (common and preferred stock, partnership units convertible into stock, and long- and short-term debt) and equity market capitalization (common stock and convertible partnership units). The Compensation and Talent Committee believes that total market and equity market capitalization are the most relevant indicators of size for real estate companies, acknowledging that other industries may use different indicators like revenue. Using total market capitalization and equity market capitalization to determine peer groups is consistent with real estate industry practices. The companies were selected so that our total and equity market capitalization remained near the median of the peer group. The companies selected range from 0.3x to 2.1x our size based on total market capitalization, with the weighted average of 1.1x our size, and 67% of companies selected were below our size based on total market capitalization as further demonstrated in the 2023 Peer Group Comparison chart below.

  71. 2023 PEER GROUP FOR 2023 COMPENSATION DECISIONS

    | 44 Realty Income | 2024 Proxy Statement |

  72. 2023 PEER GROUP FOR 2023 COMPENSATION DECISIONS

    | Table of Contents | Executive Compensation | |

  73. 2023 PEER GROUP COMPARISON(1) (IN BILLIONS)

    2023 PEER GROUP COMPARISON(1) (IN BILLIONS)

  74. 2023 PEER GROUP COMPARISON(1) (IN BILLIONS)

    | 67th percentile of our 2023 Peer Group based on Total Market Capitalization |

  75. 2023 PEER GROUP COMPARISON(1) (IN BILLIONS)

    1.As of December 31, 2022, the 2023 Peer Group had total market capitalization ranging from $19.7 billion to $128.6 billion, placing us in the 67th percentile of our 2023 Peer Group. In terms of equity market capitalization, we were in the 73rd percentile of our 2023 Peer Group. Data sourced from Bloomberg as of December 31, 2022 which was information available at the time the Compensation and Talent Committee approved NEO compensation for 2023. Management Involvement In setting compensation for named executive officers, the Compensation and Talent Committee solicited input from the CEO concerning each of the named executive officers other than himself. In addition, from time to time, the Compensation and Talent Committee will direct management to work with the Compensation and Talent Committee’s consultant in providing proposals, program design, and compensation recommendations. Each year, the CEO provides the Compensation and Talent Committee with a report of the Company’s operating and financial results for the past fiscal year relative to the Company’s performance metrics. The CEO also discusses his personal assessment of individual performance of each of the other named executive officers. At the request of the Compensation and Talent Committee, the CEO makes recommendations regarding salary and incentive compensation awards for each named executive officer other than himself. The Compensation and Talent Committee considers these recommendations and other factors, as discussed above, in making its final determination as to each named executive officer’s compensation.

  76. ELEMENTS OF COMPENSATION

    | | | Element | Objective Served | | Total Compensation | Fixed Component | Base Salary | Rewards performance of core job duties and recognizes individual achievements, contributions, and experience. | | | | Time-Based Restricted Shares | Compensation that vests over future periods fosters retention and aligns the named executive officers’ interest with the best interests of the company. | | | Variable Component | Short-Term Incentive Program | Motivates each executive to achieve our short-term corporate operating and financial goals, rewards personal performance (including efforts towards accomplishing the Company’s ESG initiatives), aligns the interests of executives with stockholders, and facilitates executive retention. | | | | Long-Term Incentive Program | Motivates executives to achieve our long-term financial goals, such as relative TSR, balance sheet strength, and consistency of our dividend. |

  77. ELEMENTS OF COMPENSATION

    Incentive Programs and Performance Metrics Each year, the Compensation and Talent Committee, with input from FPC, reviews the metrics underlying the short-term and long-term incentive programs, and considers various industry performance indicators, including GAAP and non-GAAP earnings metrics. The Compensation and Talent Committee believes the current mix of operational, liquidity, and financial earning metrics used for the 2023 performance year aligns with our strategy to attain long-term financial stability that will support sustained cash flows beneficial to our stockholders. In 2023, consistent with the 2023 Peer Group compensation practices, the Compensation and Talent Committee maintained STIP and LTIP programs with maximum payouts at 200% of target, which required a corresponding level of rigor relative to projections to achieve maximum performance to further motivate and reward outstanding performance. The composition of our programs is weighted heavily in equity, at 67% tied to equity for our CEO, including a portion of compensation tied to long-term, three-year performance. Total Target Direct Compensation The Compensation and Talent Committee worked with FPC to determine the levels of total target direct compensation to achieve the appropriate balance between (i) cash and equity compensation, (ii) long-term and short-term compensation, (iii) performance-based and time-based equity, and (iv) fixed and variable or at-risk compensation. As an initial reference point, the Compensation and Talent Committee reviewed the median benchmark of each executive as well as the aggregate level of total target direct compensation. This process allows the Compensation and Talent Committee to ensure pay is competitive for the individual and account for the individual’s tenure and experience, as well as ensure the total amount for our executive team is reasonable. The Compensation and Talent Committee reviewed the median and aggregate total target direct compensation within our 2023 Peer Group based on market data provided by FPC. In February 2023, when establishing total target direct compensation levels for each NEO set forth below, the Compensation and Talent Committee gave consideration and special emphasis to each individual’s personal contributions to the organization as well as skill sets, qualifications, and experience, seeking to balance incentivizing high performing named executive officers with competitive pay opportunities. The Compensation and Talent Committee further considered the increased size, scale, and complexity of the Company due to its acquisitions and other operational achievements relative to the prior year and the need for the compensation of the Company’s executives to be commensurate with market compensation practices and with the compensation of other comparable REITs of the Company’s then increased size. In particular, the Company had the following results as of December 31, 2022 relative to results as of December 31, 2021 (except as noted otherwise):

  78. ELEMENTS OF COMPENSATION

    •The Company was a top five global REIT as measured by equity market capitalization of the FTSE EPRA National Association of Real Estate Investment Trusts (Nareit) Global REITs Total Return Index Constituents as of December 31, 2022. •The Company’s international expansion provided growth opportunities for both investments and allows the Company to broaden its access to the capital markets. Following this analysis, the Compensation and Talent Committee approved the named executives officer’s total target direct compensation, and approved the following total target direct compensation and structure for 2023 compensation: (i) base salary, (ii) target annual short-term incentive opportunity (awarded in cash), (iii) performance shares, and (iv) the annual grant of time-based restricted shares. With respect to Mr. Roy, the Compensation and Talent Committee left Mr. Roy’s total target direct compensation unchanged, such that his total target direct compensation was in the approximate 49th percentile of the 2023 Peer Group. The Compensation and Talent Committee also approved increases to other NEO’s total target direct compensation to align with the larger operating platform, including expansion into new property type and geographic verticals in gaming and Italy, respectively, relative to the prior year and to be commensurate with the compensation of the 2023 Peer Group, balanced with increased economic uncertainty. The Compensation and Talent Committee increased the total target direct compensation for each of Messes. Kelly and Bushore and Messrs. Abraham and Hagan in 2023, relative to their levels in 2022; however, even with such modest increases, their total target direct compensation was below the 2023 Peer Group median for their respective positions, except Ms. Bushore who was slightly above at the 64th percentile.

  79. ELEMENTS OF COMPENSATION

    | | 2023 Target Direct Compensation Elements | | | | | Executive Officers | Base Salary ($) | Target STIP ($)(1) | Target LTIP ($)(2) | Total Target Compensation ($) | | Sumit Roy | 1,000,000 | 2,498,000 | 7,102,000 | 10,600,000 | | Christie B. Kelly | 620,000 | 620,000 | 1,885,000 | 3,125,000 | | Neil M. Abraham | 600,000 | 602,500 | 2,097,500 | 3,300,000 | | Mark E. Hagan | 600,000 | 584,000 | 2,066,000 | 3,250,000 | | Michelle Bushore | 550,000 | 438,000 | 1,662,000 | 2,650,000 |

  80. ELEMENTS OF COMPENSATION

    1.The STIP was awarded entirely in cash. 2.The LTIP consists of awards of performance shares and time-vesting restricted stock or restricted share units (“RSUs”). Approximately 75% of the NEOs’ LTIP opportunity is in the form of performance shares and 25% is in the form of time-vesting restricted stock.

  81. ELEMENTS OF COMPENSATION

    | | | Total Target Direct Compensation | | | | | | 33% Cash | | | 67% Equity | | | 9% | | 24% | 50% | | 17% | | Annual Salary | | Cash Award | Performance-based Shares | | Time-based Restricted Shares | | | | Short-term Incentive Program | Long-term Incentive Program | | Long-term Incentive Program |

  82. CEO Compensation Mix

    | CEO ANNUAL CASH | | CEO ANNUAL EQUITY | | CEO TOTAL | | Annual Salary | Target STIP Cash Award | Target LTIP Performance Shares | Time-Based LTIP Restricted Shares | Total Target Direct Compensation | | $1,000,000 | $2,498,000 | $5,326,500 | $1,775,500 | $10,600,000 |

  83. CEO Compensation Mix

    Short-Term Incentive Program (STIP) During February 2023, the Compensation and Talent Committee approved the 2023 STIP metrics, which is structured so that the named executive officers’ annual incentive awards closely align with the Company’s operating and financial performance. The components of the 2023 STIP were as follows:

  84. 2023 STIP PERFORMANCE GOALS

    2023 STIP PERFORMANCE GOALS AFFO per share Why we believe this metric is important: We believe that AFFO per share, a non-GAAP financial measure, provides useful information to investors because it is a widely accepted industry measure of the operating performance of REITs that is used by industry analysts and investors who evaluate and compare those companies. In particular, AFFO per share is included in the compensation program because it provides an additional measure to compare the operating performance of REITs without having to account for differing depreciation assumptions and other unique revenue and expense items, which we believe are not pertinent to measuring a particular company’s on-going operating performance. Therefore, we determined that AFFO per share is an appropriate performance metric, and that the most appropriate GAAP performance metric to which AFFO per share should be reconciled is net income available to common stockholders per share. How the Compensation and Talent Committee set the 2023 goal: At the time the goal was set, we considered the Company’s public guidance to investors along with our internal operating plan while factoring in the possibility that unexpected events could impact AFFO per share. Accordingly, the Compensation and Talent Committee set the AFFO per share goal in a range of $3.94 to $4.02. Our 2023 target performance was set at $3.97 per share. The range of $0.03 per share from threshold to target and $0.05 per share from target to maximum resulted in a threshold of $3.94 per share and a maximum of $4.02 per share. The threshold of $3.94 per share exceeded our generation of $3.92 in AFFO per share in 2022 by $0.02. How the Company performed against the goal: AFFO per share for 2023 was $4.00, resulting in an achievement of 160% of target. AFFO of $4.00 per share outperformed target primarily due to higher-than-anticipated 2023 investments in acquisitions, properties under development, and other investments of $9.5 billion compared to the initial projection of over $5.0 billion.

  85. 2023 STIP PERFORMANCE GOALS

    | 2024 Proxy Statement | Realty Income 49 |

  86. 2023 STIP PERFORMANCE GOALS

    | | Executive Compensation | Table of Contents |

  87. 2023 STIP PERFORMANCE GOALS

    Fixed Charge Coverage Ratio Why we believe this metric is important: The fixed charge coverage ratio measures the ability of our earnings to cover our fixed charges, such as debt payments and interest expense. This calculation, which is not based on GAAP measurements, is one of our note covenants presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds. It is not a measure of our liquidity or performance. In particular, fixed charge coverage ratio is included in the compensation program because it is a measure of our balance sheet strength, and of our ability to effectively and conservatively manage our outstanding debt levels. How the Compensation and Talent Committee set the 2023 goal: As of December 31, 2022, our fixed charge coverage ratio was 5.2x, primarily as a result of a low interest rate environment throughout 2022. The goals for the fixed charge coverage ratios for 2023 of maximum 4.4x, target of 4.2x, and threshold of 4.0x a reduction from 2022; reflecting the Compensation and Talent Committee’s commitment to maintaining these metrics at conservative levels relative to our unsecured bond covenant requirements amidst an environment of rising global interest rates. How the Company performed against the goal: Our fixed charge coverage ratio as of December 31, 2023 was 4.7x, exceeding the maximum primarily due to prudent debt management and low leverage throughout the year amidst rising global interest rates. In January 2023, the Company issued a combined total of $1.1 billion of dual-tranche senior unsecured notes at a weighted average annual yield to maturity of 5.112% and a $1.0 billion multicurrency unsecured term loan fixed at a per annum interest rate of 5.0% over the initial one-year term. Additionally, in April 2023, the Company issued $1.0 billion of senior unsecured notes at an effective semi-annual yield to maturity of 5.054%. In June, the company announced a €1.1 billion inaugural euro-denominated senior unsecured notes at a weighted average annual yield to maturity of 5.080%. These four offerings in particular contributed a favorable impact to our fixed charge coverage ratio given the rates achieved. In addition, also contributing positively to our fixed charge coverage ratio in 2023 was the utilization of our European commercial paper program, our equity issuances primarily through our at-the-market program throughout the year, and the attractive yields on our real estate investments during the year. Portfolio Occupancy Why we believe this metric is important: The stability of operating revenue is fundamental to the business model of any dividend-paying entity. Within the REIT industry, this takes the form of stability of rental revenue secured by clients occupying the portfolio’s real estate assets. As a result, maintaining a sufficiently high occupancy rate is of vital importance to the health of the Company’s business model, and, as such, it is essential that we orient our operating strategy towards maximizing asset utilization as measured by the portfolio occupancy metric. How the Compensation and Talent Committee set the 2023 goal: The Compensation and Talent Committee set 2023 target performance for portfolio occupancy at 98.5%, which was between the target and maximum performance level for the 2022 STIP. The portfolio occupancy goal range for the 2023 STIP increased overall relative to the 2022 STIP goal range on account of an improved economic backdrop. In setting an occupancy target, the Compensation and Talent Committee considers many variables that impact the portfolio occupancy rate, including the lease expiration schedule, existing vacancy pool, industry trends, product mix of expiring and vacant properties, past vacant resolution activity, client bankruptcies, and expected market conditions. Given that some of these factors exhibit nonlinear variability, the Company’s past occupancy rates are only partially descriptive of future occupancy rates. For example, historical variability in acquisition volume can lead to uneven clustering of expiration schedules, creating short-term fluctuations in occupancy rates that are not necessarily indicative of long-term trends. Additionally, market shifts at the industry and client levels may carry disproportionate occupancy impact at the portfolio level. Only by accounting for the dynamics affecting each of these variables and by reforecasting occupancy expectations on a regular basis can we set reasonable targets that consider the primary drivers of resultant occupancy rates. How the Company performed against the goal: Our portfolio occupancy at December 31, 2023 was 98.6%, resulting in performance of 133% of target. We continued to focus on our proactive asset management strategy through favorable releasing and sales activity which enabled us to achieve strong 2023 year-end occupancy.

  88. 2023 STIP PERFORMANCE GOALS

    | 50 Realty Income | 2024 Proxy Statement |

  89. 2023 STIP PERFORMANCE GOALS

    | Table of Contents | Executive Compensation | |

  90. 2023 STIP PERFORMANCE GOALS

    Objective Company Performance Criteria – 70% The Company performance criteria, weightings, and amounts that may be earned under the 2023 STIP, in addition to our actual performance and amounts earned for 2023 performance, are set forth in the following table:

  91. 2023 STIP PERFORMANCE GOALS

    | 2023 STIP Performance Results Prior to Individual Performance(1) | | | | AFFO per share(2) (40%) | Fixed charge coverage ratio (20%) | Portfolio occupancy (10%) | | Threshold: $3.94 Target: $3.97 Maximum(3): $4.02 | Threshold: 4.0x Target: 4.2x Maximum(3): 4.4x | Threshold: 98.20% Target: 98.50% Maximum(3): 98.80% | | Performance: Actual 2023 AFFO per share was $4.00 (160% of Target payout) | Performance: Actual 2023 fixed charge coverage ratio was 4.7x, above Maximum (200% of Target payout) | Performance: Actual 2023 portfolio occupancy was 98.6%, above Target (133% of Target payout) |

  92. 2023 STIP PERFORMANCE GOALS

    1.Total weighted payout prior to individual performance was 70%. 2.AFFO per share is defined as Funds from Operations adjusted for unique revenue and expense items, which we believe are not as pertinent to the measurement of our ongoing operating performance, and is consistent with the presentation of AFFO in our public SEC filings. Please refer to Appendix A for a reconciliation of AFFO to net income attributable to common stockholders. 3.Performance in excess of maximum goals was capped at 200% of target for that measure. The Compensation and Talent Committee believes these annual targeted operating and financial goals align with our strategy to attain long-term financial stability that will support sustained cash flows beneficial to our stockholders. The goals for the 2023 STIP were set in consideration of our public guidance, but factored in the possibility that unexpected events could impact such guidance. The Compensation and Talent Committee believes these goals remain rigorous, require the Company to manage its capital structure thoughtfully, successfully access the capital markets, and actively resolve lease rollovers to achieve payouts in excess of target. These goals are established each year after reviewing the Company’s financial and operating projections, including the level of upcoming lease expirations. In addition, the Compensation and Talent Committee increased the goal for portfolio occupancy, an operational metric, from 2022 in light of the improved economic backdrop. The Company achieved another strong year of operating results for 2023 and performed above target-level payout for each of the objective performance criteria. Individual Performance – 30% As a component of the STIP, individual performance is used by the Compensation and Talent Committee to reward individual performance objectives achieved. The Compensation and Talent Committee used the following process to assess individual performance, and utilized discretion in assessing individual performance at the end of the performance year: •At the beginning of 2023, our Compensation and Talent Committee worked with the CEO to formulate his individual performance objectives for the year and reviewed with the CEO the performance objectives for the other named executive officers. Through this process, the individual performance objectives for our CEO and the other named executive officers are preset for the year. Performance objectives are defined and measurable, and the Compensation and Talent Committee assesses progress against the objectives throughout the year. •The CEO evaluated each named executive officer’s performance, other than his own, and recommended to the Compensation and Talent Committee the percentages that should be earned under the individual performance component. •The Compensation and Talent Committee engaged in a discussion with the CEO regarding his recommendations and his assessments, and made the final determination regarding this metric. •The Compensation and Talent Committee engaged in a review of the CEO’s performance as it relates to the Company’s performance, as well as the state of our industry and market competitive practices, in determining the percentage that the CEO earned under his individual performance component. •The Compensation and Talent Committee considered, discussed, and decided to incorporate the recommendations provided by the CEO for the individual performance percentages for the named executive officers other than himself. The percentages earned under the individual performance metric and the material factors considered are set forth below.

  93. 2023 STIP PERFORMANCE GOALS

    | 2024 Proxy Statement | Realty Income 51 |

  94. 2023 STIP PERFORMANCE GOALS

    | | Executive Compensation | Table of Contents |

  95. Michelle Bushore - 135%

    | Named Executive Officers | Incentive Opportunity | | Earned Incentive Compensation | | | | | Target Annual Incentive ($)(1) | Maximum Annual Incentive ($)(1) | Percentage of Target Earned (%)(2) | Percentage of Maximum Earned (%)(2) | Actual 2023 Incentive Earned ($) | | Sumit Roy | 2,498,000 | 4,996,000 | 162 | 81 | 4,055,087 | | Christie B. Kelly | 620,000 | 1,240,000 | 150 | 75 | 932,067 | | Neil M. Abraham | 602,500 | 1,205,000 | 158 | 79 | 950,946 | | Mark E. Hagan | 584,000 | 1,168,000 | 158 | 79 | 921,747 | | Michelle Bushore | 438,000 | 876,000 | 158 | 79 | 691,310 |

  96. Michelle Bushore - 135%

    1.The maximum annual incentive is equal to 200% of target, and threshold annual incentive is equal to 50% of target. No compensation is awarded for below-threshold performance. 2.Captures the weighted average percentage achieved based on the Company performance criteria and the individual performance criteria. Long-Term Incentive Program (LTIP) During February 2023, the Compensation and Talent Committee approved the grant of 2023-2025 performance shares to each named executive officer. Consistent with prior LTIP performance share awards, there is a three-year performance period and one-year time vesting period following the performance period. The following is a summary of the key metrics criteria and terms:

  97. Michelle Bushore - 135%

    | Relative TSR Performance Weighted 55% | Net Debt-to-Pro Forma Adjusted EBITDAre Ratio Weighted 25% | Dividend per Share Growth Rate Weighted 20% |

  98. Michelle Bushore - 135%

    | 3-Year Cliff Vesting if Future Relative Performance Hurdle Achieved 1-Year Post-Vesting Holding Period | | | | | 55% | TSR ranking relative to MSCI US REIT Index(1) | Result Threshold(2) Target Maximum(2) | Hurdles 30th Percentile (50% of Target PSU Grant) 55th Percentile (100% of Target PSU Grant) 80th Percentile or Greater (200% of Target PSU Grant) | | 25% | Net Debt-to-Pro Forma Adjusted EBITDAre Ratio(3) | Result Threshold(2) Target Maximum(2) | Hurdles 6.1x (50% of Target PSU Grant) 5.75x (100% of Target PSU Grant) 5.5x or Less (200% of Target PSU Grant) | | 20% | Dividend per share growth rate | Result Threshold(2) Target Maximum(2) | Hurdles 3.0% (50% of Target PSU Grant) 5.0% (100% of Target PSU Grant) 7.0% (200% of Target PSU Grant) |

  99. Michelle Bushore - 135%

    1.TSR is calculated by comparing the trailing 20-trading-day average stock price at the end of the performance period, assuming contemporaneous reinvestment of dividends, to the closing stock price as of the beginning of the performance period. 2.The maximum number of performance shares earned is equal to 200% of target, and threshold annual incentive is equal to 50% of target, with linear interpolation between threshold and maximum. No shares are earned for below-threshold performance. 3.Nareit came to the conclusion that a Nareit-defined EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDAre) would provide investors with a consistent measure to help make investment decisions among certain REITs. Our definition of “Adjusted EBITDAre” is generally consistent with the Nareit definition, other than our adjustment to remove foreign currency and derivative gains and losses (which is consistent with our previous calculations of “Adjusted EBITDAre”). We define Adjusted EBITDAre, a non-GAAP financial measure, for the most recent quarter as earnings (net income) before (i) interest expense, including non-cash loss (gain) on swaps, (ii) income and franchise taxes, (iii) gain on extinguishment of debt, (iv) real estate depreciation and amortization, (v) provisions for impairment, (vi) merger and integration-related costs, (vii) gain on sales of real estate, (viii) foreign currency and derivative gain and loss, net, (ix) gain on settlement of foreign currency forwards, and (x) our proportionate share of adjustments from unconsolidated entities. Our Adjusted EBITDAre may not be comparable to Adjusted EBITDAre reported by other companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDAre differently than we do. Annualized Pro Forma Adjusted EBITDAre, a non-GAAP financial measure, is defined as Adjusted EBITDAre including adjustments to incorporate operating income from properties we acquired or stabilized during the applicable quarter and to remove operating income from properties we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable period. The pro forma adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes and bonds. Our ratio of net debt-to-Pro Forma Adjusted EBITDAre, which is used by management as a measure of leverage, is calculated as net debt divided by annualized Pro Forma Adjusted EBITDAre. We define net debt as total outstanding principal amount of debt, less cash and cash equivalents, of the Company at the end of the performance period, including the proportionate share of outstanding principal, less cash and cash equivalents for unconsolidated joint ventures. The outstanding principal amount of debt shall reference the total outstanding principal amount as aggregated in the Company’s quarterly financing supplement, which is derived from disclosures provided in the notes to the Company’s quarterly and/or year-end audited financing statements for the most recently reported period.

  100. Michelle Bushore - 135%

    | Performance Period (3 Years) | | | | | | – – – – – – – – – – à | | | | | | Grant Date: February 14, 2023 | | | 50% Vesting in 2026 | 50% Vesting in 2027 | | 2023 | 2024 | 2025 | 2026 | 2027 | | n Indicates when shares vest | | | | |

  101. 2023 LTIP PERFORMANCE GOALS

    2023 LTIP PERFORMANCE GOALS TSR ranking relative to MSCI US REIT Index Why we believe this metric is important: TSR relative to all REITs included in the MSCI US REIT Index measures performance relative to other real estate sectors that compete for investment capital. This allows us to reward executives for performance relative to companies with similar business models and includes a diverse blend of REITs with various sizes. How the Compensation and Talent Committee set the 2023 goal: We are a member of the MSCI US REIT Index, which is a broad REIT index used to measure performance between REITs within and across the subsectors. There are many ways to compare our performance to this index. The Compensation and Talent Committee analyzed the various methods and determined that comparisons on a percentile basis were widely used in the marketplace and appropriate for evaluating our performance during the 2023-2025 performance period. The Compensation and Talent Committee believes these goals remain rigorous, specifically the relative TSR metric requires the Company to outperform the index to even achieve payouts at target. The relative TSR metric rewards management for outperformance relative to the Real Estate sector, which is targeted at the 55th percentile. Dividend per share Growth Rate Why we believe this metric is important: Part of our mission statement is to increase the monthly dividend over time. Accordingly, management believes that increasing the dividend per share growth rate is a core metric for compensation. We have continued our 55-year policy of paying monthly dividends and, through February 2024, paid 105 consecutive quarterly dividend increases and increased the dividend 123 times since our listing on the NYSE in 1994. The dividend per share growth rate metric requires the Company to manage its capital structure thoughtfully and increase earnings to support the payment of monthly dividends in order to achieve payouts in excess of target for these metrics. How the Compensation and Talent Committee set the 2023 goal: The Compensation and Talent Committee set 2023 target performance for dividend per share growth rate at 5.0%, consistent with what it felt investors would seek in this market environment and our long-term strategic objectives. Threshold was set at a 3.0% dividend growth rate and maximum was set at a 7.0% dividend per share growth rate. Balancing our dividend per share growth with our earnings projections is challenging, due to market factors, which can have a direct impact on how and to what extent our earnings and the dividend grows. Net Debt-To-Pro Forma Adjusted EBITDAre Ratio Why we believe this metric is important: Management believes Pro Forma Adjusted EBITDAre to be a meaningful measure of a REIT’s performance because it is widely followed by industry analysts, lenders, and investors. Management also believes the use of an annualized quarterly Pro Forma Adjusted EBITDAre metric is meaningful because it represents our current earnings run rate for the period presented by adjusting operating income from properties we acquired or stabilized during the applicable quarter, and removing operating income from properties we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable quarter. Pro Forma Adjusted EBITDAre should be considered along with, but not as an alternative to, net income as a measure of our operating performance. Refer to Appendix A on page 94 for a reconciliation of Pro Forma Adjusted EBITDAre to net income. The Net Debt-to-Pro Forma Adjusted EBITDAre Ratio is included as a metric in our compensation program since management believes it measures our ability to pay off our debt and provides investors with a gauge of how long it would take for us to pay off our debt. How the Compensation and Talent Committee set the 2023 goal: The Compensation and Talent Committee considered the optimal level of leverage to achieve investor returns, while balancing that with leverage levels deemed appropriate for our credit ratings level and for prudent and conservative balance sheet management. Similar to our fixed charge coverage ratio metric, maintaining a favorable Net Debt-to-Adjusted EBITDAre Ratio is difficult in an unpredictable capital markets environment. The Net Debt-to-Pro Forma Adjusted EBITDAre ratio and dividend per share growth rate metrics require the Company to manage its capital structure thoughtfully, and increase earnings to support the payment of monthly dividends in order to achieve payouts in excess of target for these metrics.

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  104. 2023 LTIP PERFORMANCE GOALS

    The long-term performance shares granted in February 2023 to our named executive officers are as follows:

  105. 2023 LTIP PERFORMANCE GOALS

    | Named Executive Officer | Performance Share Target Dollar Value ($) | Performance Shares Granted At Target(1) (#) | | Sumit Roy | 5,326,500 | 82,466 | | Christie B. Kelly | 1,413,750 | 21,888 | | Neil M. Abraham | 1,573,125 | 24,356 | | Mark E. Hagan | 1,549,500 | 23,990 | | Michelle Bushore | 1,246,500 | 19,299 |

  106. 2023 LTIP PERFORMANCE GOALS

    1.The number of performance shares granted at target value reflect the grant date fair value of $68.35 per share (excluding the dividend equivalent rights (“DERs”)), using a multifactor Monte Carlo simulation model for the market condition associated with the TSR performance goal, valued at $37.97 per share, plus $30.38 per share for the two performance conditions of Net Debt-to-Adjusted EBITDAre ratio and dividend growth rate for all NEOs. Time-Based Restricted Shares The Compensation and Talent Committee awards time-based restricted stock after the performance year, upon the successful completion of the external year-end audit process. Accordingly, time-based equity awards granted in February 2023 were included as part of the NEO’s target total direct compensation for 2022. Pursuant to the SEC’s rules, these shares appear in the 2023 Summary Compensation Table and the 2023 Grants of Plan-Based Awards table included in this Proxy Statement at pages 63 and 65, respectively. For a discussion of the NEO’s 2022 time-based restricted shares that were granted in 2023, see pages 55 and 56 of the Company’s 2023 Proxy Statement filed with the SEC on March 31, 2023. In connection with the 2023 compensation program, following the completion of the performance year and upon the successful completion of the external year-end audit process, the Compensation and Talent Committee granted the 2023 time-based restricted share awards on February 12, 2024. The annual time-based restricted share awards are designed to: (i) increase the named executive officers’ common stock ownership including to assist the named executive officers in meeting common stock ownership guidelines; (ii) motivate our named executive officers to improve long-term common stock price performance; (iii) align the named executive officers’ interests with the best interests of the Company; and (iv) operate as a retention mechanism. The awards vest ratably over four years commencing on February 15th of the year following the date of grant. The 2023 time-based restricted shares granted on February 12, 2024 are as follows, which will appear in the Company’s Summary Compensation Table and Grants of Plan-Based Awards table in the 2024 Proxy Statement:

  107. 2023 LTIP PERFORMANCE GOALS

    | Named Executive Officer | Restricted Share Dollar Value ($) | Time-Based Restricted Shares Granted(1) (#) | | Sumit Roy | 1,775,500 | 33,710 | | Christie B. Kelly(2) | — | — | | Neil M. Abraham | 524,375 | 9,956 | | Mark E. Hagan | 516,500 | 9,806 | | Michelle Bushore | 415,500 | 7,889 |

  108. 2023 LTIP PERFORMANCE GOALS

    1.Time-based restricted shares reflect the actual number of shares that were granted by the Compensation and Talent Committee on February 12, 2024 for all NEOs. The number of time-based restricted shares was calculated by dividing the dollar value authorized by the Compensation and Talent Committee by the closing price per share of our common stock on the date of grant, February 12, 2024, of $52.67, and rounded to the nearest whole number. 2.In lieu of the February 12, 2024 grant and to create incentives for Ms. Kelly prior to her planned retirement date on December 31, 2023, on June 22, 2023, Christie B. Kelly was granted a transition award of 7,924 restricted shares at a price of $59.47 per share. These shares would vest subject to her continued employment through, her retirement effective as of December 31, 2023. The grant was intended to make Ms. Kelly whole for the time-based restricted stock award she ordinarily would be eligible to receive following the completion of fiscal 2023 in respect of the 2023 performance year. Restricted Share Vesting Our restricted shares and RSUs typically vest 25% per year on each January 1st following the grant date, but are subject to accelerated vesting in the event of retirement, which, with the exception of Ms. Kelly, is defined as a voluntary termination of employment by persons who are at least 60 years of age and who have provided at least ten years of service to the Company. Ms. Kelly would have been retirement eligible under the terms of her outstanding award agreements and entitled to the

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  111. 2023 LTIP PERFORMANCE GOALS

    retirement benefits under their existing terms as of January 19, 2024. In connection with Ms. Kelly’s planned retirement, effective as of December 31, 2023, which accommodated the Company’s year-end planning, subject to Ms. Kelly’s continued services through and including December 31, 2023 and her execution and non-revocation of a release of claims in favor of the Company and continued compliance with restrictive covenants, the Compensation and Talent Committee determined to deem her retirement eligible for purposes of her outstanding restricted shares and restricted share units. The Compensation and Talent Committee believes that this vesting approach is (i) consistent with market practices, (ii) easy to administer, and (iii) preserves the benefit of acceleration, which occurs only upon actual retirement. Commencing with awards of restricted shares and RSUs granted in 2024, restricted shares and RSUs will typically vest 25% per year on each February 15th following the grant date. 2021 LTIP Award Payout In February 2024, the Compensation and Talent Committee certified the achievement for the 2021-2023 performance shares that were granted in February 2021, based on our performance relative to the following metrics during the three-year performance period ending December 31, 2023:

  112. 2023 LTIP PERFORMANCE GOALS

    | Performance Goals | Weighting | Threshold 50% | Target 100% | Maximum 200% | 2023 Actual | % Earned | | TSR ranking relative to MSCI US REIT Index | 70% | 35th Percentile | 55th Percentile | 80th Percentile (or greater) | 46th Percentile | 78.3% | | Net Debt-to- Adjusted EBITDAre Ratio | 15% | 6.1x | 5.75x | 5.5x (or less) | 5.5x | 200.0% | | Dividend Per Share Growth Rate | 15% | 2% | 4% | 6% | 9.2% | 200.0% | | Total Weighted Payout | | | | | | 114.8% |

  113. 2023 LTIP PERFORMANCE GOALS

    For purposes of these metrics, TSR was calculated by comparing the trailing 20-trading-day average stock price at the end of the performance period, December 31, 2023, assuming contemporaneous reinvestment of dividends, to the closing stock price on December 31, 2020. Based on overall achievement above target performance levels, each named executive officer received 114.8% of the target shares granted. Fifty percent of the performance shares earned were issued as common stock that immediately vested. The remaining 50% are units subject to time vesting through January 1, 2025. The following table sets forth the performance shares earned by each NEO under the 2021 LTIP.

  114. 2023 LTIP PERFORMANCE GOALS

    | Named Executive Officer | Target Performance Shares Granted(1) (#) | Performance Shares Earned (#) | | Sumit Roy | 72,084 | 82,734 | | Christie B. Kelly | 23,378 | 26,832 | | Neil M. Abraham | 18,313 | 21,019 | | Mark E. Hagan | 17,923 | 20,571 | | Michelle Bushore | 16,365 | 18,783 |

  115. 2023 LTIP PERFORMANCE GOALS

    1.The number of target performance shares have been adjusted to reflect the VEREIT Transaction. In connection with the Orion Divestiture, each performance award outstanding at November 12, 2021 was entitled to an equitable adjustment based on the ratio of the five-day volume weighted average per-share price of Realty Income common stock prior to the Orion Divestiture divided by the five-day volume weighted average per-share of Realty Income common stock following the Orion Divestiture, resulting in an adjustment factor of approximately 1.002342. This equitable adjustment did not result in any incremental fair value under ASC Topic 718. One-Time VEREIT Transaction Performance Share and Bonus Awards Performance Shares Payout As previously disclosed, on November 15, 2021, the Compensation and Talent Committee approved a one-time grant of performance share awards to certain of our named executive officers in connection with the completion of the VEREIT Transaction. These one-time awards were made to reward the executives for the successful consummation of the transformational VEREIT Transaction and were intended to retain and motivate the executives to achieve optimal synergies and incentivize further growth from the merger. These one-time performance shares were earned as set forth below based on the Company’s performance over a one-year period beginning January 1, 2022 and ending on December 31, 2022 (with respect to AFFO per share accretion targets) (the “AFFO accretion performance shares”) and a two-year period beginning January 1, 2022 and ending on December 31, 2023 (with respect to general and administrative expense synergies).

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  118. 2023 LTIP PERFORMANCE GOALS

    | Vesting if Future Relative Performance Hurdle Achieved 1-Year Post-Vesting Holding Period | | | | | 50% | AFFO per share Accretion(1) | Result Threshold(2) Target(2) Maximum(2) | Hurdles 9.0% (80% of Target PSU Grant) 9.5% (90% of Target PSU Grant) 10% (100% of Target PSU Grant) | | 50% | General and Administrative Expense Synergies(3) | Result Threshold(2) Target(2) Maximum(2) | Hurdles $45 million (80% of Target PSU Grant) $47.5 million (90% of Target PSU Grant) $50 million (100% of Target PSU Grant) |

  119. 2023 LTIP PERFORMANCE GOALS

    1.Measured over a one-year performance period from January 1, 2022 to December 31, 2022. AFFO per share accretion was measured as of December 31, 2022 based upon the business outlook for 2022 on a standalone basis upon the announcement of the VEREIT Transaction on April 29, 2021 and the close of the VEREIT Transaction on November 1, 2021, in comparison to actual AFFO per share achievement as of December 31, 2022. 2.The maximum number of performance shares earned was equal to 100% of target, the target annual incentive was equal to 90% of target, and threshold annual incentive was equal to 80% of target, with linear interpolation between threshold and maximum. No shares were earned for below-threshold performance. 3.Measured over a performance period from January 1, 2022 to December 31, 2023. 50% of the performance shares earned based on the achievement of the performance goals during the applicable performance period vested upon the completion of the performance period, and the remaining 50% vested on the one-year anniversary of the completion of the applicable performance period. In February 2024, the Compensation and Talent Committee certified the achievement for the general and administrative expense synergies performance shares and approved the payouts as noted below.

  120. 2023 LTIP PERFORMANCE GOALS

    | Performance Goals | Weighting | Threshold (80% of Target PSU Grant) | Target (90% of Target PSU Grant) | Maximum (100% of Target PSU Grant) | 2021 to 2023 Actual | % Earned | | G&A Expense Synergies | 50%(1) | $45.0 million | $47.5 million | $50.0 million | $110.2 million | 100.0% |

  121. 2023 LTIP PERFORMANCE GOALS

    1.The remaining 50% relates to the AFFO per share accretion performance metric, which was measured over a performance period from January 1, 2022 through December 31, 2022. The following table sets forth the performance shares earned by each NEO under the G&A expense synergies metric.

  122. 2023 LTIP PERFORMANCE GOALS

    | | G&A Expense Synergies Performance Shares | | | Named Executive Officer | Target Granted (#) | Shares Earned (#) | | Sumit Roy | 14,233 | 15,814 | | Christie Kelly | 4,270 | 4,744 | | Neil M. Abraham | 4,270 | 4,744 | | Mark E. Hagan | 4,507 | 5,007 | | Michelle Bushore | 4,270 | 4,744 |

  123. 2023 LTIP PERFORMANCE GOALS

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  125. 2023 LTIP PERFORMANCE GOALS

    2024 Compensation Program In February 2024, following consultation with and based on the recommendations of FPC, the Compensation and Talent Committee substantially maintained the structure of the Company’s compensation program for its executive officers, including for the performance categories under the 2024 STIP and LTIP as they were for 2023. Severance and Change in Control Arrangements Effective as of January 15, 2019, the Compensation and Talent Committee adopted the Company’s Executive Severance Plan (the “Severance Plan”), which provides severance compensation upon the occurrence of certain events. In addition, our award agreements provide certain rights in connection with a change in control and certain terminations of employment. The following is a list of the scenarios under which the named executive officers have rights to receive severance compensation. •Qualifying Termination •Change in Control Termination •Death •Disability Further detail surrounding the payments and benefits upon the occurrence of each scenario can be found in the section titled “Potential Payments Upon Termination or Change in Control” on page 68. The Compensation and Talent Committee believes these benefits are reasonable. The payments and benefit levels under the Severance Plan did not influence and were not influenced by other elements of compensation. The Severance Plan was designed to help (i) attract and retain key employees, (ii) preserve key employee’s morale and productivity, (iii) align with market practices, and (iv) promote continuity of management in the event of an actual or threatened change in control. These change in control benefits allow executives to assess takeover bids objectively without regard to the potential impact on their individual job security. Retirement Policy Effective November 2022, the Compensation and Talent Committee adopted the Company’s Retirement Policy (the “Retirement Policy”). The Retirement Policy memorializes the treatment of awards on a Company wide basis upon a qualifying retirement and is substantially consistent with the existing treatment of awards upon a qualifying retirement that was historically set forth in the NEOs award agreements. The adoption of the Retirement Policy was adopted to enhance retirement benefits to other Company participants and recognize the service of those participants who had provided long-standing service to the Company. The Retirement Policy is applicable only to those participants that are residents of the United States. Under the Retirement Policy in the event that a participant experiences a “qualifying retirement” (as defined in the Retirement Policy), subject to his or her provision of six months’ notice and execution and non-revocation of a release of claims in favor of the Company, he or she will be entitled to the following: •All outstanding time-based vesting awards will become fully vested and nonforfeitable. •If the qualifying retirement occurs prior to the end of an applicable performance period (or other date upon which performance conditions are deemed satisfied), the outstanding and unvested performance-based vesting awards will remain outstanding and eligible to vest on a pro-rated basis upon completion of the performance period (or such other date as set forth in the award agreement), based on the Company’s and/or the participant’s actual performance. Other Benefits and Policies We provide benefits to our named executive officers that are similar to those benefits offered to all of our full-time employees, including a 401(k) plan with a matching contribution by the Company, life insurance, medical insurance, and coverage under a health and disability insurance program. We also offer an executive health program that executives may elect to participate in as a supplement to the broad-based employee medical insurance.

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  128. 2023 LTIP PERFORMANCE GOALS

    Executive Stock Ownership Requirements Since 2013, the Board of Directors has implemented stock ownership requirements for the Company’s CEO and executive officers with a position of executive vice president and above to closely align the interests of these individuals with the Company. The minimum stock ownership requirement is five times base salary for our CEO, four times base salary for our President, Realty Income International, and three times base salary for the other named executive officers. The ownership requirements are established using the executive’s base salary as of the date the executive becomes subject to the guidelines using the Company’s average closing price for its common stock for the 60 days prior to such date. The goal remains in place unless an executive changes to a different executive position in which case the goal would be adjusted to account for the change in position. Each executive has five years from the date of appointment to the applicable executive-level position to meet the common stock ownership requirement. All shares of common stock owned by such individual, vested and unvested restricted shares and RSU awards subject to time vesting, and earned performance shares subject to time vesting qualify towards satisfaction of the requirement. Performance shares do not qualify towards the requirement. Compliance is evaluated on an annual basis as of December 31 of each year. The following table sets forth the requirements for each of our named executive officers (in shares):

  129. 2023 LTIP PERFORMANCE GOALS

    | Named Executive Officer | Guideline | Minimum Stock Ownership Requirement(1) (#) | Stock Ownership as of December 31, 2023(2) (#) | | Sumit Roy | 5x base salary | 76,577 | 249,073 | | Christie B. Kelly | 3x base salary | 30,732 | 28,822 | | Neil M. Abraham | 4x base salary | 34,757 | 40,362 | | Mark E. Hagan | 3x base salary | 23,343 | 46,567 | | Michelle Bushore | 3x base salary | 26,544 | 13,367 |

  130. 2023 LTIP PERFORMANCE GOALS

    1.The requirement for each NEO was determined first in dollars as a multiple of the executive’s annual base salary as of the date he or she became subject to this requirement, and then by converting such amount to a fixed number of shares based on our average closing common stock price per share for the 60 trading days prior to such date. The minimum stock ownership requirement includes the impact of the Company’s divestiture of certain of its office assets to Orion Office REIT Inc. in November 2021. An executive’s stock ownership requirement will only be re-established upon a change to a different executive position. 2.As of December 31, 2023, each of the named executive officers satisfied his or her stock ownership requirements or were within the time period permitted to achieve the ownership requirement. Ms. Kelly became subject to the requirements on January 19, 2021 and would have had until January 19, 2026 to achieve the requirement. Ms. Bushore became subject to the requirements on February 8, 2021 and has until February 8, 2026 to achieve the requirement.

  131. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our Chief Executive Officer, Chief Financial Officer, and three most highly compensated executive officers who were serving as of the 2023 fiscal year end (collectively, the “named executive officers”). In general, non-equity incentive plan compensation aligns with the performance year noted; however, stock awards are included in the year of grant which may not align with the performance year to which they relate.

  132. SUMMARY COMPENSATION TABLE

    | Name and Principal Position in 2023 | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Sumit Roy President, Chief Executive Officer | 2023 | 1,000,000 | — | 7,398,815 | 4,055,087 | 674,908 | 13,128,810 | | | 2022 | 1,000,000 | 375,000 | 7,437,814 | 4,996,000 | 478,001 | 14,286,815 | | | 2021 | 950,000 | 375,000 | 7,596,215 | 3,500,000 | 439,796 | 12,861,011 | | Christie B. Kelly Executive Vice President, Chief Financial Officer, and Treasurer | 2023 | 620,000 | — | 2,428,781 | 932,067 | 48,940 | 4,029,788 | | | 2022 | 620,000 | 112,500 | 1,915,255 | 1,100,500 | 13,506 | 3,761,761 | | | 2021 | 570,769 | 112,500 | 2,008,971 | 1,110,000 | 63,612 | 3,865,852 | | Neil M. Abraham Executive Vice President, Chief Strategy Officer and President, Realty Income International | 2023 | 600,000 | — | 2,172,699 | 950,946 | 190,718 | 3,914,363 | | | 2022 | 600,000 | 112,500 | 2,081,338 | 1,205,000 | 160,153 | 4,158,991 | | | 2021 | 500,000 | 112,500 | 1,992,351 | 880,000 | 189,895 | 3,674,746 | | Mark E. Hagan Executive Vice President, Chief Investment Officer | 2023 | 600,000 | — | 2,139,867 | 921,747 | 177,980 | 3,839,594 | | | 2022 | 600,000 | 118,750 | 2,040,693 | 1,168,000 | 143,044 | 4,070,487 | | | 2021 | 475,000 | 118,750 | 1,976,974 | 890,000 | 93,628 | 3,554,352 | | Michelle Bushore Executive Vice President, Chief Legal Officer, General Counsel and Secretary | 2023 | 550,000 | — | 1,718,988 | 691,310 | 38,657 | 2,998,955 | | | 2022 | 550,000 | 112,500 | 1,584,851 | 876,000 | 14,228 | 3,137,579 | | | 2021 | 467,000 | 112,500 | 1,688,540 | 616,000 | 71,175 | 2,955,215 |

  133. SUMMARY COMPENSATION TABLE

    1.The amounts shown include amounts earned, but a portion of such amount may be deferred, at the election of the officer under our 401(k) retirement plan. 2.The amounts for 2022 and 2021 reflect the one-time cash bonuses paid in connection with the completion of the VEREIT Transaction. 3.The amounts for 2023 represent (i) the grant date fair value of restricted stock awards granted on February 13, 2023, under our annual time-based restricted stock program, and (ii) the grant date fair value of annual performance share awards granted on February 13, 2023, in each case, calculated in accordance with Accounting Standards Codification (ASC) Topic 718. In addition, for Ms. Kelly, the amount for 2023 includes 7,924 restricted stock awards granted on June 22, 2023, which vested on December 31, 2023. Fair value of restricted stock grants is calculated by multiplying the applicable shares by the closing market price of our common stock on the date of grant.

  134. SUMMARY COMPENSATION TABLE

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    | | Compensation Tables | Table of Contents |

  136. SUMMARY COMPENSATION TABLE

    Fair value for annual performance shares granted on February 13, 2023 was estimated in accordance with ASC Topic 718 on the date of grant at $68.35 per share, using a multifactor Monte Carlo simulation model, based on market conditions associated with a TSR performance goal, valued at $37.97 per share, plus $30.38 per share for the two performance conditions of Debt-to-Adjusted EBITDAre ratio and dividend growth rate, which reflect the probable outcome of such performance conditions. This column excludes the value of $5.13 per share determined for the DERs, associated with the market conditions. The Monte Carlo inputs for the 2023 performance shares grant date fair value include: (i) an expected life of 2.9 years, based on the remaining term as of the grant date; (ii) a risk-free rate of 4.2%, based on the yield on zero-coupon U.S. Treasury securities with a term equal to the expected life of the performance shares; (iii) a dividend yield of 4.4% for Realty Income, based on historical and current yields of the Company; and (iv) a volatility of 29% for Realty Income, based on the historical volatility of the Company’s common stock. The maximum grant date fair values of the performance shares, assuming maximum performance of all conditions for the February 13, 2023 grants are as follows:

  137. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Grant Date Fair Value ($) | Maximum Value ($) | | Sumit Roy | 5,623,315 | 11,246,630 | | Christie B. Kelly | 1,492,531 | 2,985,062 | | Neil M. Abraham | 1,660,824 | 3,321,648 | | Mark E. Hagan | 1,635,867 | 3,271,734 | | Michelle Bushore | 1,315,988 | 2,631,976 |

  138. SUMMARY COMPENSATION TABLE

    4.The stock awards shown reflect the grants of restricted stock during each of the fiscal years presented. Because we believe that the information is relevant to our investors, we have chosen to present supplemental disclosure regarding the grant of restricted stock on February 12, 2024, which represents the restricted share awards earned by each of the named executive officers based on 2023 performance under our annual time-based restricted stock program. See footnote 3 to the “Grants of Plan-Based Awards Table.” 5.This column represents the cash incentive award earned in the year indicated pursuant to our STIP, which is paid the following year. The amounts earned under the 2023, 2022 and 2021 STIP were paid entirely in the form of cash. See “Compensation Discussion and Analysis—Short-Term Incentive Program” on page 49 for more information. 6.The following table sets forth matching contributions by us to the named executive officers’ 401(k) savings account, the cost of term life insurance paid by us in 2023, medical benefits, and dividends paid on earned performance shares.

  139. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | 401(k) Matching Contributions, Group Term Life Insurance and Medical Benefits ($) | Dividends on Earned Performance Shares ($) | | Sumit Roy | 38,529 | 636,379 | | Christie B. Kelly | 40,723 | 8,217 | | Neil M. Abraham | 35,854 | 154,864 | | Mark E. Hagan | 34,519 | 143,461 | | Michelle Bushore | 30,440 | 8,217 |

  140. SUMMARY COMPENSATION TABLE

    | 64 Realty Income | 2024 Proxy Statement |

  141. SUMMARY COMPENSATION TABLE

    | Table of Contents | Compensation Tables | |

  142. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth summary information concerning all grants of plan-based awards made to the named executive officers during 2023. These awards consist of cash bonus amounts pursuant to the 2023 STIP, time-based restricted stock awards pursuant to the 2022 compensation program and performance shares granted pursuant to the 2023 LTIP. Additionally, we have provided supplemental information in footnote 3 with respect to stock awards pursuant to the 2023 LTIP granted in February 2024, time-based restricted stock awards granted in February 2024 that is considered compensation for 2023 performance.

  143. GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4)(5) | | NEO | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Sumit Roy | 2/13/23 | — | — | — | — | — | — | 26,441 | 1,775,500 | | | 2/13/23 | — | — | — | 41,233 | 82,466 | 164,932 | — | 5,623,315 | | | | 1,249,000 | 2,498,000 | 4,996,000 | — | — | — | — | — | | Christie B. Kelly | 2/13/23 | — | — | — | — | — | — | 6,925 | 465,000 | | | 2/13/23 | — | — | — | 10,944 | 21,888 | 43,776 | — | 1,492,531 | | | 6/22/23 | — | — | — | — | — | — | 7,924 | 471,250 | | | | 310,000 | 620,000 | 1,240,000 | — | — | — | — | — | | Neil M. Abraham | 2/13/23 | — | — | — | — | — | — | 7,623 | 511,875 | | | 2/13/23 | — | — | — | 12,178 | 24,356 | 48,712 | — | 1,660,824 | | | | 301,250 | 602,500 | 1,205,000 | — | — | — | — | — | | Mark E. Hagan | 2/13/23 | — | — | — | — | — | — | 7,506 | 504,000 | | | 2/13/23 | — | — | — | 11,995 | 23,990 | 47,980 | — | 1,635,867 | | | | 292,000 | 584,000 | 1,168,000 | — | — | — | — | — | | Michelle Bushore | 2/13/23 | — | — | — | — | — | — | 6,001 | 403,000 | | | 2/13/23 | — | — | — | 9,650 | 19,299 | 38,598 | — | 1,315,988 | | | | 219,000 | 438,000 | 876,000 | — | — | — | — | — |

  144. GRANTS OF PLAN-BASED AWARDS TABLE

    1.Represents cash incentive amounts that could have been paid to the named executive officer under the STIP for 2023 performance. These targets were established by the Compensation and Talent Committee on February 13, 2023. Total amounts earned under the STIP are paid entirely in the form of cash. The STIP is described in more detail in the “Compensation Discussion and Analysis—Short-Term Incentive Program” on page 49. The actual STIP cash paid in February 2023 for performance in 2023 is listed in the “Summary Compensation Table” on page 63 as “Non-Equity Incentive Plan Compensation” for 2023. 2.Amounts shown as granted on February 13, 2023 reflect the Threshold, Target, and Maximum awards for the 2023-2025 performance shares granted under the LTIP and our 2023 Plan, which are described in detail in the “Compensation Discussion and Analysis—Long-Term Incentive Program” beginning on page 54. Threshold reflects 50% of the target performance shares granted, and maximum reflects 200% of the target performance shares granted. For the annual performance shares granted under the LTIP, each performance share earned vests 50% as of the date on which the plan administrator determines the achievement of the applicable goals during the applicable performance period and 50% one year later. 3.The amounts represent the annual grant of time-based restricted stock granted on February 13, 2023, at a price of $67.15 per share, based on 2022 performance. In addition, the amount for Ms. Kelly includes a transition grant awarded on June 22, 2023, calculated using the closing market price of our common stock on the date of the grant. Because we believe that the information is relevant to our investors, we have chosen to present supplemental disclosure regarding the grants of restricted stock on February 12, 2024, representing the annual grants of time-based restricted stock intended as 2023 compensation and granted in February 2024. Thus, the following chart reflects all grants made as compensation for 2023 performance:

  145. GRANTS OF PLAN-BASED AWARDS TABLE

    | 2024 Proxy Statement | Realty Income 65 |

  146. GRANTS OF PLAN-BASED AWARDS TABLE

    | | Compensation Tables | Table of Contents |

  147. GRANTS OF PLAN-BASED AWARDS TABLE

    | Named Executive Officer | Time-Based Restricted Shares Granted Under 2023 LTIP(a) | Performance Shares Granted Under 2023 LTIP and One-Time Awards(b) | Total Stock Award Compensation for 2023 Performance | Total 2023 Stock Award Compensation Presented in Summary Compensation Table | | Sumit Roy | $1,775,500 | $5,623,315 | $7,398,815 | $7,398,815 | | Christie B. Kelly | — | 1,492,531 | 1,492,531 | 2,428,781 | | Neil M. Abraham | 524,375 | 1,660,824 | 2,185,199 | 2,172,699 | | Mark E. Hagan | 516,500 | 1,635,867 | 2,152,367 | 2,139,867 | | Michelle Bushore | 415,500 | 1,315,988 | 1,731,488 | 1,718,988 |

  148. GRANTS OF PLAN-BASED AWARDS TABLE

    a.The grant date fair value of restricted stock has been calculated by multiplying the closing market price of our common stock at February 12, 2024 of $52.67 by the number of shares of restricted stock awarded in February 2024 for 2023 performance, as prescribed under ASC Topic 718. b.The amounts shown represent the grant date fair value of annual performance shares granted on February 13, 2023, calculated in accordance with ASC Topic 718. 4.For restricted stock granted on February 13, 2023, the grant date fair value has been calculated by multiplying the closing market price of our common stock on the grant date of $67.15 per share by the number of restricted stock awards. Fair value for performance shares granted on February 13, 2023 was estimated on the date of grant at $68.35 per share, using a multifactor Monte Carlo simulation model for the market conditions associated with the TSR performance goal, valued at $37.97 per share, plus $30.38 per share for the performance conditions of Debt-to-Adjusted EBITDAre ratio and dividend growth rate, reflecting the probable outcome of such performance conditions, and excludes the value of $5.13 per share determined for the DERs associated with the market conditions. The Monte Carlo inputs for the 2023 performance shares grant date fair value include: (i) an expected life of 2.9 years, based on the remaining term as of the grant date; (ii) a risk-free rate of 4.2%, based on the yield on zero-coupon U.S. Treasury securities with a term equal to the expected life of the performance shares; (iii) a dividend yield of 4.4% for Realty Income, based on historical and current yields of the Company; and (iv) a volatility of 29% for Realty Income, based on the historical volatility of our common stock. The grant date fair value for the restricted stock and performance shares are computed in accordance with ASC Topic 718. 5.The Compensation and Talent Committee grants restricted stock awards in accordance with the provisions of the Realty Income Corporation 2021 Incentive Award Plan (the “2021 Plan”). The vesting schedule for restricted stock granted is 25% per year over a four-year period, commencing on January 1 of the year following the grant, subject to acceleration upon certain events, such as retirement, and qualifying terminations.

  149. GRANTS OF PLAN-BASED AWARDS TABLE

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  150. GRANTS OF PLAN-BASED AWARDS TABLE

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  151. OUTSTANDING EQUITY AWARDS TABLE AS OF DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS TABLE AS OF DECEMBER 31, 2023 The following table sets forth summary information concerning outstanding restricted stock and performance shares held by each named executive officer as of December 31, 2023. None of the named executive officers held any exercisable or unexercisable options as of December 31, 2023.

  152. OUTSTANDING EQUITY AWARDS TABLE AS OF DECEMBER 31, 2023

    | Named Executive Officer | Stock Awards | | | | | | Number of Shares or Units of Stock that have not vested as of December 31, 2023(1) (#) | Market Value of Shares or Units of Stock that have not yet Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares that have not Vested(3) (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares that have not Vested(2)(3) ($) | | Sumit Roy(4) | 190,511 | 10,939,135 | 315,186 | 18,097,980 | | Christie B. Kelly(5) | 31,576 | 1,813,100 | 40,827 | 2,344,267 | | Neil M. Abraham(6) | 48,887 | 2,807,082 | 92,030 | 5,284,363 | | Mark E. Hagan(7) | 47,479 | 2,726,258 | 90,632 | 5,204,089 | | Michelle Bushore(8) | 33,879 | 1,945,328 | 72,702 | 4,174,549 |

  153. OUTSTANDING EQUITY AWARDS TABLE AS OF DECEMBER 31, 2023

    1.The amounts in this column represent the unvested portion of restricted stock awards and performance shares earned for each named executive officers and that were unvested at December 31, 2023. 2.Market value has been calculated by multiplying the closing market price of our common stock at December 29, 2023 of $57.42 per share by the outstanding shares and units for each named executive officer. 3.Amounts in this column include: (i) the 2022-2024 performance shares as if they were earned at the maximum level for the three-year performance period, since Company performance is currently between target and maximum levels for this performance period; and (ii) the 2023-2025 performance shares for the three-year performance period as if they were earned at the maximum level, since Company performance is currently between target and maximum levels for this performance period. The number of performance shares earned for these open performance periods will be determined at the end of each performance period. 50% of the performance shares earned based on the achievement of the performance goals during the applicable performance period will vest on the date on which the plan administrator determines the achievement of the applicable performance goals following the end of the performance period, and the remaining 50% will vest on the one-year anniversary of the completion of the applicable performance period, subject to continued employment with the Company. 4.Mr. Roy’s restricted stock awards and performance awards earned vest according to the following schedule: 56,700 shares vested on January 1, 2024, 49,275 vested on February 12, 2024, 7,907 vest on December 31, 2024, 58,223 shares vest on January 1, 2025, 11,795 shares vest on January 1, 2026, and 6,611 shares vest on January 1, 2027. 5.Upon Ms. Kelly’s retirement, effective as of December 31, 2023, her outstanding time-vesting restricted stock awards vested in full. Ms. Kelly’s performance share awards remain outstanding and eligible to vest based on actual performance at the end of the applicable performance period. 6.Mr. Abraham’s restricted stock awards and performance awards earned vest according to the following schedule: 13,611 shares vested on January 1, 2024, 12,882 vested on February 12, 2024, 2,372 vest on December 31, 2024, 14,893 shares vest on January 1, 2025, 3,223 shares vest on January 1, 2026, and 1,906 shares vest on January 1, 2027. 7.Mr. Hagan’s restricted stock awards and performance awards earned vest according to the following schedule: 12,636 shares vested on January 1, 2024, 12,788 vested on February 12, 2024, 2,504 vest on December 31, 2024, 14,509 shares vest on January 1, 2025, 3,165 shares vest on January 1, 2026, and 1,877 shares vest on January 1, 2027. 8.Ms. Bushore’s restricted stock awards and performance awards earned vest according to the following schedule: 2,677 shares vested on January 1, 2024, 410 shares vested on February 8, 2024, 11,764 vested on February 12, 2024, 2,372 vest on December 31, 2024, 12,068 shares vest on January 1, 2025, 410 shares vest on February 8, 2025, 2,677 shares vest on January 1, 2026, and 1,501 shares vest on January 1, 2027.

  154. OUTSTANDING EQUITY AWARDS TABLE AS OF DECEMBER 31, 2023

    | 2024 Proxy Statement | Realty Income 67 |

  155. OUTSTANDING EQUITY AWARDS TABLE AS OF DECEMBER 31, 2023

    | | Compensation Tables | Table of Contents |

  156. STOCK VESTED DURING 2023 TABLE

    STOCK VESTED DURING 2023 TABLE The following table sets forth summary information concerning the vesting of restricted stock and performance shares for each named executive officer during the year ended December 31, 2023. None of the named executive officers held or exercised any stock options in 2023.

  157. STOCK VESTED DURING 2023 TABLE

    | Named Executive Officer | Stock Awards | | | | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) ($) | | Sumit Roy(3) | 92,134 | 5,962,372 | | Christie B. Kelly(4) | 27,654 | 1,624,656 | | Neil M. Abraham(5) | 23,355 | 1,507,294 | | Mark E. Hagan(6) | 22,152 | 1,427,877 | | Michelle Bushore(7) | 6,333 | 397,828 |

  158. STOCK VESTED DURING 2023 TABLE

    1.The number of shares acquired on vesting includes shares subsequently withheld to pay federal and state income taxes. 2.This column represents the value realized on vesting as calculated by multiplying the closing market price of our common stock on the applicable vesting dates by the number of shares that vested. 3.The restricted stock awards and performance shares for Mr. Roy vested according to the following schedule: 39,648 shares vested on January 1, 2023, 44,579 shares vested on February 13, 2023 and 7,907 shares vested on December 31, 2023. 4.The restricted stock awards and performance shares for Ms. Kelly vested according to the following schedule: (i) for the restricted stock awards 1,682 shares vested on January 1, 2023, 2,372 shares vested on February 13, 2023, 1,334 shares vested on May 23, 2023 and 22,266 shares vested on December 31, 2023 and (ii) the performance shares remain outstanding and eligible to vest based on actual performance as of the end of the applicable performance period. 5.The restricted stock awards and performance shares for Mr. Abraham vested according to the following schedule: 10,192 shares vested on January 1, 2023, 10,791 shares vested on February 13, 2023 and 2,372 shares vested on December 31, 2023. 6.The restricted stock awards and performance shares for Mr. Hagan vested according to the following schedule: 9,480 shares vested on January 1, 2023, 10,168 shares vested on February 13, 2023 and 2,504 shares vested on December 31, 2023. 7.The restricted stock awards and performance shares for Ms. Bushore vested according to the following schedule: 1,178 shares vested on January 1, 2023, 411 shares vested on February 8, 2023, 2,372 shares vested on February 13, 2023 and 2,372 shares vested on December 31, 2023.

  159. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Executive Severance Plan. In January 2019, the Compensation and Talent Committee adopted the Severance Plan, which provides severance compensation upon the occurrence of certain events, subject to the executive’s execution and nonrevocation of a general release of claims in favor of the Company. In addition, our award agreements provide certain rights in connection with a change of control and certain terminations of employment. The Severance Plan provided that the named executive officers would be entitled to receive severance payments upon a “Qualifying Termination” which was defined as: •a termination by us without “cause,” or •a “constructive termination” by the executive, as applicable. Severance Plan for Mr. Roy. For Mr. Roy, the Severance Plan stipulated the following severance payments and benefits upon the occurrence of each scenario listed below:

  160. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Qualifying Termination Not in Connection with a Change in Control | | A severance payment equal to twenty-four months’ base salary | | An amount equal to two times the average of the last three years’ cash bonus paid to Mr. Roy |

  161. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  162. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  163. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Any accrued but unpaid wages and accrued but unused vacation pay | | Continuation of medical insurance coverage, at our expense, for a period of eighteen months from the date of termination or until he becomes covered under another group medical insurance plan, whichever occurs first | | All unvested time-based restricted stock shall immediately vest, and outstanding performance shares would be accelerated based on achievement of the performance goals through the termination date, pro-rated based on the amount of time the executive was employed during the performance period through the termination date |

  164. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Qualifying Termination in Connection with a Change in Control | | A severance payment equal to thirty-six months’ base salary | | An amount equal to three times the average of the last three years’ cash bonuses paid to Mr. Roy | | Any accrued but unpaid wages and accrued but unused vacation pay | | Continuation of medical insurance coverage, at our expense, for a period of eighteen months from the date of termination or until Mr. Roy becomes covered under another group medical insurance plan, whichever occurs first | | All unvested time-based restricted stock shall immediately vest, and outstanding performance shares would be accelerated based on achievement of the performance goals through the change in control date, pro-rated based on the amount of time the executive was employed during the performance period through the change in control |

  165. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Death or Disability | | Accrued but unpaid wages and accrued but unused vacation pay, if any, as of the date of his death or disability | | If the executive dies or becomes disabled during the performance period, the executive will vest in all of the target number of performance shares. If the executive dies or becomes disabled after the performance period, the executive will vest in the remaining unvested earned performance shares | | In the case of death, the executives’ heirs will be entitled to life insurance benefits under our group life insurance program and all shares of unvested time-based restricted stock held by the employee will immediately vest in full | | In the case of disability, all shares of unvested time-based restricted stock will continue to vest as scheduled |

  166. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Severance Plan for Named Executive Officers. For our named executive officers other than Mr. Roy, the Severance Plan stipulated the following severance payments and benefits upon the occurrence of each scenario listed below:

  167. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Qualifying Termination Not in Connection with a Change in Control | | A severance payment equal to twelve months’ base salary | | An amount equal to the average of the last three years’ cash bonus paid (or, with respect to an executive who was eligible to earn an annual cash bonus for at least one, but fewer than three, of the fiscal years of the Company immediately preceding the termination date, the average annual cash bonus earned by such executive for such fiscal year(s) | | Any accrued but unpaid wages and accrued but unused vacation pay |

  168. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 2024 Proxy Statement | Realty Income 69 |

  169. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  170. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Continuation of medical insurance coverage, at our expense, for a period of twelve months from the date of termination or until the named executive officer becomes covered under another group medical insurance plan, whichever occurs first | | All unvested time-based restricted stock and restricted stock units shall immediately vest, and outstanding performance shares would be accelerated based on achievement of the performance goals through the termination date, pro-rated based on the amount of time the executive was employed during the performance period through the termination date |

  171. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Qualifying Termination in Connection with a Change in Control | | A severance payment equal to twenty-four months’ base salary | | An amount equal to two times the average of the last three years’ cash bonuses paid | | Any accrued but unpaid wages and accrued but unused vacation pay | | Continuation of medical insurance coverage, at our expense, for a period of eighteen months from the date of termination or until the named executive officer becomes covered under another group medical insurance plan, whichever occurs first | | All unvested time-based restricted stock and restricted stock units shall immediately vest, and outstanding performance shares would be accelerated based on achievement of the performance goals through the change in control date, pro-rated based on the amount of time the executive was employed during the performance period through the change in control |

  172. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Death or Disability | | Accrued but unpaid wages and accrued but unused vacation pay, if any, as of the date of his death or disability | | If the executive dies or becomes disabled during the performance period, the executive will vest in all of the target number of performance shares. If the executive dies or becomes disabled after the performance period, the executive will vest in the remaining unvested earned performance shares | | In the case of death, the executives’ heirs will be entitled to life insurance benefits under our group life insurance program and all shares of unvested time-based restricted stock held by the employee will immediately vest in full | | In the case of disability, all shares of unvested time-based restricted stock and restricted stock units will continue to vest as scheduled |

  173. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Additionally, compensation and benefits under the Severance Plan are contingent upon the executive’s execution, and non-revocation, of a standard release of claims in favor of the Company and continued compliance with restrictive covenants, including customary confidentiality provisions. Change in Control without a Qualifying Termination. Outstanding performance shares, including the one-time performance share awards granted to certain of our named executive officers in connection with the consummation of the VEREIT Transaction, accelerate based on achievement of the performance goals through the change in control date, pro-rated based on the amount of time the executive was employed during the performance period through the change in control. Retirement. With the exception of Ms. Kelly, retirement can occur for our executive officers after a named executive officer turns 60 and has provided ten years of service. In the event that an executive officer retires (employing the same definitions described above), the named executive officer is entitled to receive accelerated vesting of 100% of any equity awards granted and restricted stock awards granted will become fully vested. Additionally, under the terms of the performance share award agreements as in effect as of December 31, 2023, in the event that a named executive officer retires during an outstanding performance period, the number of performance shares will vest based on the executive’s achievement of the performance goals through the retirement date, and pro-rated based on the amount of time the executive was employed during the performance period. If the named executive officer retires after the completion of the performance period, but prior to the vesting of performance shares earned, unvested performance shares will vest on the date of retirement. Ms. Kelly would have been retirement eligible under the

  174. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  175. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  176. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    existing terms of the award agreements governing her outstanding awards and entitled to the retirement benefits thereunder as of January 19, 2024. In connection with Ms. Kelly’s planned retirement, effective as of December 31, 2023, which accommodated the Company’s year-end planning, subject to Ms. Kelly’s continued services through and including December 31, 2023 and her execution and non-revocation of a release of claims in favor of the Company and continued compliance with restrictive covenants, the Compensation and Talent Committee determined to deem her retirement eligible for purposes of her then outstanding and unvested restricted shares and restricted share units. Ms. Kelly would also remain eligible to earn an annual performance bonus in respect of 2024 performance (see the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table for the actual amount of such bonus). Effective November 2022, the Compensation and Talent Committee adopted the Retirement Policy which provides that in the event a participant experiences a “qualifying retirement,” subject to his or her provision of six months’ notice and execution and non-revocation of a release of claims in favor of the Company, he or she will be entitled to the following: •All outstanding time-based vesting awards will become fully vested and nonforfeitable. •If the qualifying retirement occurs prior to the end of an applicable performance period (or other date upon which performance conditions are deemed satisfied), the outstanding and unvested performance-based vesting awards will remain outstanding and eligible to vest on a pro-rated basis upon completion of the performance period (or such other date as set forth in the award agreement) based on the Company’s and/or the participant’s actual performance. By accepting their 2023 performance share awards, our NEOs (with the exception of Ms. Kelly who is subject to a separate form of agreement) agreed that the applicable terms of the Retirement Policy would apply to their new and outstanding performance shares, including the requirement to provide notice and a release of claims in favor of the Company. Ms. Kelly also agreed that the notice and release of claims requirements would apply to her new and outstanding performance share awards. Termination for Cause. Upon termination for failure to perform duties, the named executive officer would not be entitled to any payment or benefit other than the payment of accrued but unpaid wages and accrued but unused vacation as of the date of such termination, and the pro-rated vesting of the portion of unvested restricted shares that are scheduled to vest at the next vesting date. Termination by Named Executive Officer. The named executive officer could also terminate the agreement at any time, upon two weeks’ notice to the Company, which would not result in any severance payments.

  177. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year:

  178. PAY VERSUS PERFORMANCE TABLE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Total Shareholder Return ($) | MSCI U.S. REIT Index Total Shareholder Return ($)(3) | Net Income ($) | AFFO per share ($)(4) | | 2023 | 13,128,810 | 9,506,745 | 3,695,675 | 2,708,047 | $97.01 | $113.54 | 876,914,000 | $4.00 | | 2022 | 14,286,815 | 16,383,532 | 3,782,204 | 4,185,216 | $101.66 | $99.82 | 872,416,000 | $3.92 | | 2021 | 12,861,011 | 16,487,305 | 2,946,164 | 3,572,661 | $109.73 | $132.23 | 360,747,000 | $3.59 | | 2020 | 7,787,647 | 3,887,914 | 1,945,047 | 995,917 | $88.44 | $92.43 | 396,506,000 | $3.39 |

  179. PAY VERSUS PERFORMANCE TABLE

    1.Amounts represent compensation “actually paid” to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  180. PAY VERSUS PERFORMANCE TABLE

    | Year | PEO | Non-PEO NEOs | | 2023 | Sumit Roy | Christie B. Kelly, Neil M. Abraham, Mark E. Hagan, and Michelle Bushore | | 2022 | Sumit Roy | Christie B. Kelly, Neil M. Abraham, Mark E. Hagan, and Michelle Bushore | | 2021 | Sumit Roy | Christie B. Kelly, Neil M. Abraham, Mark E. Hagan, Michelle Bushore, and Sean P. Nugent | | 2020 | Sumit Roy | Michael P. Pfeiffer, Neil M. Abraham, Mark E. Hagan, Sean P. Nugent, and Paul M. Meurer |

  181. PAY VERSUS PERFORMANCE TABLE

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the 2023 fiscal year, as adjusted as follows:

  182. PAY VERSUS PERFORMANCE TABLE

    | | 2023 | | | Equity Award Adjustments | PEO ($) | Average Non-PEO NEOs ($) | | Amounts Reported under the “Stock Awards” Column as Reported in the Summary Compensation Table | (7,398,815) | (2,115,084) | | Fair Value at Fiscal Year-End of Outstanding and Unvested for Awards Granted in Fiscal Year | 6,858,740 | 1,752,860 | | Fair Value at Vesting Date for Awards Granted and Vested in Fiscal Year | — | 213,157 | | Change in Fair Value for Awards Granted in Prior Fiscal Years that were Outstanding and Unvested as of Fiscal Year-End | (3,355,855) | (878,838) | | Changes in Fair Value for Awards Granted during Prior Fiscal Years that Vested in Fiscal Year | 118,313 | 1,149 | | Increase based on Dividends Paid on Awards during Fiscal Year prior to Vesting Date not Otherwise Reflected in Total Compensation | 155,552 | 39,128 | | Total Adjustments | (3,622,065) | (987,628) |

  183. PAY VERSUS PERFORMANCE TABLE

    2.Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for time-based restricted stock and restricted stock unit awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based restricted stock awards (excluding any market-based awards), the same valuation methodology as restricted stock awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes

  184. PAY VERSUS PERFORMANCE TABLE

    | 2024 Proxy Statement | Realty Income 73 |

  185. PAY VERSUS PERFORMANCE TABLE

    | | Compensation Tables | Table of Contents |

  186. PAY VERSUS PERFORMANCE TABLE

    multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate of derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period. The range of estimates used in the Monte Carlo calculations are as follows: (i) for 2023, volatility between 20%-21% and risk-free rate between 4.2%-4.5%; (ii) for 2022, volatility between 20%-22% and risk-free rate between 4.4%-4.7%; (iii) for 2021, volatility between 18%-45% and risk free rate between 0.4%-0.7%; and (iv) for 2020, volatility between 45%-61% and risk free rate of 0.1%. 3.For the relevant fiscal year, represents the cumulative TSR of the MSCI U.S. REIT Index. 4.AFFO per share, a non-GAAP financial measure, provides useful information to investors because it is a widely accepted industry measure of the operating performance of REITs that is used by industry analysts and investors who look at and compare those companies. It provides an additional measure to compare the operating performance of REITs without having to account for differing depreciation assumptions and other unique revenue and expense items, which we believe are not pertinent to measuring a particular company’s on-going operating performance. The most appropriate GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders per share. For a reconciliation of AFFO per share to net income available to common stockholders per share, see Appendix A on page 94 of this Proxy Statement.

  187. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Relationship Between Financial Performance Measures The line graph below compares (i) the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (ii) our cumulative TSR, (iii) the cumulative TSR of the MSCI U.S. REIT Index, (iv) our net income, and (v) AFFO per share, in each case, for the fiscal years ended December 31, 2020, 2021, 2022 and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends were reinvested.

  188. Narrative Disclosure to Pay Versus Performance Table

    | 74 Realty Income | 2024 Proxy Statement |

  189. Narrative Disclosure to Pay Versus Performance Table

    | Table of Contents | Compensation Tables | |

  190. Narrative Disclosure to Pay Versus Performance Table

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023: •AFFO per share; •TSR ranking relative to MSCI REIT Index; •Net Debt-to-Pro Forma Adjusted EBITDAre; •Fixed charge coverage ratio; •Portfolio occupancy; and •Dividend per share growth rate For additional information about how each of these measures has been incorporated into our 2023 compensation program, please see “Compensation Discussion and Analysis - 2023 STIP Performance Goals” on page 48 above.

  191. Narrative Disclosure to Pay Versus Performance Table

    | 2024 Proxy Statement | Realty Income 75 |

  192. Narrative Disclosure to Pay Versus Performance Table

    | | Compensation Tables | Table of Contents |

  193. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable SEC rules, we have prepared the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. We determined our median employee based on our employees’ base salaries for 2023. Regularly scheduled full-time and part-time employees, newly hired or on leave during 2023, were assumed to have worked for the entire 2023 measurement period. We captured all employees as of December 31, 2023, consisting of 418 individuals (including all employees in the United Kingdom and Netherlands). We then determined the annual total compensation of our median employee, which includes base salary for 2023, annual cash bonus earned for 2023, the grant date fair value of equity awards granted during the 2023 measurement period, health care costs paid by the Company, matching 401(k) contributions, and the cost of group term life insurance paid by the Company. The annual total compensation of our median employee for 2023 was $134,421. The annual total compensation for 2023 for Mr. Roy, our CEO, was $13,128,810, which includes compensation as disclosed in the “Summary Compensation Table” on page 63. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 98 to 1. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies’ base salaries for 2023.

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    | 76 Realty Income | 2024 Proxy Statement |

  195. CEO PAY RATIO

    | | DELINQUENT SECTION 16(A) REPORTS All Section 16(a) filing requirements were complied with by our named executive officers and directors based solely on a review of copies of Forms 3, 4, and 5 and amendments thereto. |

  196. CEO PAY RATIO

    Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than ten percent of a registered class of our equity securities (collectively Insiders) to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities of Realty Income. Insiders are required by regulation of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of copies of Forms 3, 4, and 5 and the amendments thereto filed electronically with the SEC and written representations from certain reporting persons, we believe that during the year ended December 31, 2023, all Section 16(a) filing requirements were complied with by our named executive officers, directors and beneficial owners of more than ten percent of our stock.

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    | 2024 Proxy Statement | Realty Income 77 |

  198. CEO PAY RATIO

    | | RELATED PARTY TRANSACTIONS The Company has adopted a Related Party Transaction Policy and Procedures governing the review, approval, and ratification of any related party transaction. |

  199. CEO PAY RATIO

    We have adopted a written policy regarding the review, approval, and ratification of any related party transaction. Under this policy, the Audit Committee reviews the relevant facts and circumstances of each related party transaction, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, taking into account the conflicts of interest and corporate opportunity provisions of our Code of Business Ethics. The Audit Committee either approves or disapproves the related party transaction. Any related party transaction shall be consummated and shall continue only if the Audit Committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy. For purposes of our policy, a “Related Party” is (i) any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer or a nominee to become our director, (ii) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities, (iii) any immediate family member of any of the foregoing persons, which means any spouse, child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and (iv) any firm, corporation or other entity in which any of the foregoing persons is employed, is a general partner, principal or in a similar position, or in which such person has a 5% or greater beneficial ownership interest. We had no related party transactions in 2023.

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    | 78 Realty Income | 2024 Proxy Statement |

  201. CEO PAY RATIO

    | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  202. CEO PAY RATIO

    The following table sets forth, as of March 21, 2024, based on 861,149,780 shares of common stock outstanding as of the close of business on that date, certain information with respect to the beneficial ownership of shares of our common stock by (i) each director, nominee, and named executive officer, (ii) all current directors and executive officers of Realty Income as a group, and (iii) each person known to us to own beneficially more than 5% of the outstanding shares of our common stock. Except as otherwise noted, we believe the beneficial owners of shares of our common stock listed below, based on information furnished by those owners, have sole voting and investment power with respect to their shares:

  203. CEO PAY RATIO

    | Name of Beneficial Owner | Shares of Beneficial Ownership of Common Stock of the Company | Percent of Class | | Sumit Roy(1) | 273,549 | * | | Christie B. Kelly(2) | 23,777 | * | | Jonathan Pong(3) | 42,948 | * | | Neil M. Abraham(4) | 48,487 | * | | Michelle Bushore(5) | 24,723 | * | | Mark E. Hagan(6) | 55,028 | * | | Shannon Kehle(7) | 24,039 | * | | Gregory J. Whyte(8) | 7,357 | * | | Michael D. McKee(9) | 165,500 | * | | Priscilla Almodovar(10) | 14,333 | * | | Jacqueline Brady(11) | 12,239 | * | | A. Larry Chapman(12) | 11,257 | * | | Reginald H. Gilyard(13) | 24,000 | * | | Jeff A. Jacobson(14) | 4,000 | * | | Mary Hogan Preusse(15) | 24,291 | * | | Priya Cherian Huskins(16) | 43,400 | * | | Gerardo I. Lopez(17) | 24,000 | * | | Ronald L. Merriman(18) | 30,075 | * | | Gregory T. McLaughlin(19) | 31,886 | * | | All directors, director nominees, and executive officers of the Company, as a group (19 persons) | 884,889 | 0.1% |

  204. CEO PAY RATIO

    * Less than one-tenth of one percent

  205. CEO PAY RATIO

    | 2024 Proxy Statement | Realty Income 79 |

  206. CEO PAY RATIO

    | | Security Ownership of Certain Beneficial Owners and Management | Table of Contents |

  207. CEO PAY RATIO

    | Stockholders Holding 5% or more | Shares of Beneficial Ownership of Common Stock of the Company | Percent of Class | | The Vanguard Group, Inc.(20) 100 Vanguard Blvd. Malvern, PA 19355 | 113,920,044 | 13.2% | | BlackRock, Inc.(21) 55 East 52nd Street New York, NY 10055 | 70,365,384 | 8.2% | | State Street Corporation(22) One Lincoln St. Boston, MA 02111 | 60,450,457 | 7.0% | | Cohen & Steers(23) 280 Park Avenue, 10th Floor, New York, NY 10017 | 42,874,049 | 5.0% |

  208. CEO PAY RATIO

    1.Mr. Roy’s total includes 68,972 shares of unvested restricted stock and 204,577 shares of stock directly owned. 2.Ms. Kelly’s total includes 14,849 shares of unvested restricted stock and 8,928 shares of stock directly owned. This table reflects Ms. Kelly’s stock ownership as of December 31, 2023, her last day of employment with the Company. 3.Mr. Pong’s total includes 31,885 shares of unvested restricted stock and 11,063 shares of stock directly owned. 4.Mr. Abraham’s total includes 19,469 shares of unvested restricted stock and 29,018 shares of stock directly owned. 5.Ms. Bushore’s total includes 15,154 shares of unvested restricted stock and 9,569 shares of stock directly owned. 6.Mr. Hagan’s total includes 19,072 shares of unvested restricted stock and 35,956 shares of stock directly owned. 7.Ms. Kehle’s total includes 13,700 shares of unvested restricted stock and 10,237 shares of stock directly owned. 8.Mr. Whyte’s total includes 7,357 shares of unvested restricted stock. 9.Mr. McKee’s total includes 133,200 shares owned of record by The McKee Family Trust dated February 11, 1995, of which he is a trustee and has shared voting and investment power, 6,400 shares owned of record by MCR Holdings, LLC, a family limited liability company, of which he and his wife have shared voting and investment power, 6,400 shares owned of record by MCC Ventures, LLC, a family limited liability company, of which he and his wife have shared voting and investment power, and 19,500 shares owned of record by an IRA, in the account of Mr. McKee. 10.Ms. Almodovar’s total includes 8,001 shares of unvested restricted stock and 6,332 shares of stock directly owned. 11.Ms. Brady’s total includes 8,001 of unvested restricted stock and 4,160 shares of stock directly owned. 12.Mr. Chapman’s total includes 11,257 shares of vested stock owned of record by The Chapman Family Trust, dated March 18, 1998, of which he is a trustee and has sole voting power and shared investment power. 13.Mr. Gilyard’s total includes 8,002 shares of unvested restricted stock and 15,998 shares of stock directly owned. 14.Mr. Jacobson’s total includes 4,000 shares of unvested restricted stock. 15.Ms. Hogan Preusse’s total includes 8,001 shares of unvested restricted stock and 16,290 shares of stock directly owned. 16.Ms. Huskins’s total includes 43,400 shares owned of record by The Michael and Priya Huskins Revocable Trust dated February 12, 2001, of which she is a trustee and has shared voting and investment power. 17.Mr. Lopez’s total includes 8,001 shares of unvested restricted stock and 15,999 shares of stock directly owned. 18.Mr. Merriman’s total includes 30,075 shares owned of record by The Merriman Family Trust dated July 17, 1997, of which he is a trustee and has shared voting and investment power. 19.Mr. McLaughlin’s total includes 31,886 shares owned of record by The McLaughlin Family Trust dated May 28, 2009, of which he is a trustee and has shared voting and investment power. 20.Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group, Inc. (Vanguard) has sole power to dispose or direct the disposition of 110,240,366 shares of our common stock, shared power to vote or direct the vote of 1,517,400 shares of our common stock, and shared power to dispose or direct the disposition and 3,679,678 shares of our common stock. The Vanguard group does not have the sole power to vote or direct the vote of any shares of our common stock. 21.Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on January 24, 2024, BlackRock, Inc. has sole power to vote or direct the vote of 64,266,203 shares of our common stock, has sole power to dispose or direct the disposition of 70,365,384 shares of our common stock, and does not have shared power to vote or direct the vote or dispose or direct the disposition of our shares of our common stock. 22.Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on January 30, 2024, State Street Corporation does not have the sole 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 41,011,743 shares of our common stock and the shared power to dispose or direct the disposition of 60,352,238 shares of our common stock. 23.Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 14, 2024, Cohen & Steers, Inc. has sole power to vote or direct the vote of 30,906,108 shares of our common stock, has the sole power to dispose or direct the disposition of 42,874,049 shares of our common stock, and does not have shared power to vote or direct the vote or dispose or direct the disposition of our shares of our common stock.

  209. CEO PAY RATIO

    | 80 Realty Income | 2024 Proxy Statement |

  210. CEO PAY RATIO

    | | EQUITY COMPENSATION PLAN INFORMATION AS OF December 31, 2023 The following table sets forth certain equity compensation plan information as of December 31, 2023. |

  211. CEO PAY RATIO

    | Plan Category | Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants, and Right | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column)(5) | | Equity compensation plans approved by security holders(1) | 588,467(2) | — | 7,480,698(3) | | Equity compensation plans not approved by security holders | 34,538(4) | 54.50 | 6,123,906(5) | | Total | 623,538 | 54.50 | 13,604,604 |

  212. CEO PAY RATIO

    1.In March 2021, our Board of Directors adopted, and in May 2021, stockholders approved, the Realty Income Corporation 2021 Incentive Award Plan, as previously defined as the “2021 Plan”. 2.Represents shares of common stock that were subject to awards of RSUs, and potential awards under our LTIPs assuming the issuance of shares based on target performance but excluding unvested restricted stock. 3.Represents shares of our common stock available for issuance under our 2021 Plan, which was approved by our stockholders at our 2021 annual meeting of stockholders. The 2021 Plan authorizes the grant of 8,000,000 shares of our common stock, and any shares subject to outstanding awards under the prior 2012 Stock Incentive Award Plan which, on or after the effective date of the 2021 Plan, are forfeited or otherwise terminate or expire for any reason without the issuance of shares of common stock and become available for future issuance under the 2021 Plan pursuant to its terms. This amount has been reduced by potential awards under our LTIPs assuming the issuance of shares based on maximum performance (a total of 562,243 performance shares), unvested and outstanding restricted stock unit awards (a total of 26,224 restricted stock units), and unvested restricted stock (a total of 347,051) at December 31, 2023. 4.In connection with the merger of VEREIT, each outstanding VEREIT stock option and restricted stock unit that were unvested as of November 1, 2021 were converted into equivalent options and restricted stock units, in each case with respect to shares of the Company’s common stock, using the equity award exchange ratio in accordance with the merger agreement. The converted awards issued by Realty Income have identical terms to the original VEREIT award grant. This amount includes 28,343 options, 3,862 restricted stock units, and 2,333 deferred stock units granted in connection with the merger with VEREIT and outstanding at December 31, 2023. 5.Represents 6,123,906 shares which remained available for issuance under the VEREIT, Inc. 2021 Equity Incentive Plan immediately prior to the closing of the merger and has been adjusted by an exchange ratio of 0.705, that may be used for awards under the 2021 Plan and will not reduce the shares authorized for grant under the 2021 Plan, to the extent that awards using such shares (i) are permitted without stockholder approval under applicable stock exchange rules, (ii) are made only to VEREIT service providers or individuals who become Realty Income service providers following the date of the consummation of the merger, and (iii) are only granted under the 2021 Plan during the period commencing on the date of the consummation of the merger and ending on June 2, 2031.

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    | 2024 Proxy Statement | Realty Income 81 |

  214. CEO PAY RATIO

    | | AUDIT RELATED MATTERS The Audit Committee is responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm. |

  215. CEO PAY RATIO

    Annual Review of Independent Registered Public Accounting Firm The Audit Committee is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm retained to audit our financial statements and the effectiveness of our internal control over financial reporting. In connection with its oversight responsibilities, the Audit Committee assesses the performance of our independent registered public accounting firm on an annual basis. In conducting its assessment, the Audit Committee considers various audit quality indicators, including: •Global firm reputation; •Global and national support; •Competency and service by the engagement team, including industry expertise; •Management’s input as to the firm’s technical expertise and knowledge; and •Quality and breadth of services provided relative to the cost of those services. The results of this assessment were taken into consideration when determining whether to reappoint KPMG for the fiscal year ending December 31, 2024, who has been our external auditor since 1993. Based on its evaluation, the Audit Committee believes that the continued retention of KPMG to serve as our independent registered public accounting firm is in the best interests of the Company and, therefore, the Audit Committee reappointed KPMG as our independent registered public accounting firm for 2024. In addition to assessing the performance of our independent registered public accounting firm and the mandated rotation requirements, to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a rotation of the independent registered public accounting firm’s lead engagement partner. The Audit Committee and its chairperson are directly involved in the selection of the independent registered public accounting firm’s lead engagement partner.

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    | 82 Realty Income | 2024 Proxy Statement |

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    | Table of Contents | Audit Related Matters | |