DEF 14A of Global Net Lease, Inc., Apr 23, 2024

DEF 14A of Global Net Lease, Inc.

Filed Apr 23, 2024 · FY20230001104659-24-050211

Open on EDGAR

  1. Board of Directors and Executive Officers

    Board of Directors and Executive Officers The table set forth below lists the names, ages and certain other information about each member of the Board of Directors as of the Record Date. Each director’s term (except for Ms. Perrotty and Mr. Michelson) expires at the 2024 Annual Meeting. Ms. Abby M. Wenzel resigned from her position as a director effective December 28, 2023, and Mr. Nelson retired from his position as a director and as co-chief executive officer in March 2024. We have also included information regarding each of our executive officers:

  2. Board of Directors and Executive Officers

    | Directors /Nominees | Age | Position | Director Since | | P. Sue Perrotty | 70 | Independent Director, Non-Executive Chair | 2015 | | Edward M. Weil, Jr. | 57 | Director, Chief Executive Officer & President | 2017 | | Dr. M. Therese Antone | 84 | Independent Director, Compensation Committee Chair | 2020 | | Lisa D. Kabnick | 68 | Independent Director | 2023 | | Robert I. Kauffman(1) | 60 | Independent Director | 2024 | | Leslie D. Michelson | 73 | Independent Director, Chair Nominating and Corporate Governance Committee | 2023 | | Michael J.U. Monahan(2) | 66 | Independent Director | 2024 | | Stanley R. Perla | 80 | Independent Director, Audit Committee Chair | 2023 | | Edward G. Rendell | 80 | Independent Director | 2012 | | Executive Officers (not listed above) | | | | | Jesse C. Galloway | 50 | Executive Vice President, General Counsel | N/A | | Christopher J. Masterson | 41 | Chief Financial Officer, Treasurer and Secretary | N/A |

  3. Board of Directors and Executive Officers

    Mr. Kauffman became a Director in March 2024. (2) Mr. Monahan became a Director in February 2024.

  4. Nominees for Directors

    Nominees for Directors Edward M. Weil, Jr. Edward M. Weil, Jr. has served as a director of the Company since January 2017. Mr. Weil previously served as an executive officer of the Company, the GNL Advisor and the GNL Property Manager from their respective formations in July 2011, July 2011 and January 2012, until October 2014. Mr. Weil also previously served as a director of the Company from May 2012 until September 2014. Mr. Weil also has been the chief executive officer of AR Global Investments, LLC (“AR Global”) since January 2016 and owns a non-controlling interest in Bellevue. He also served as chairman of the board of directors of RTL and as chief executive officer and president of RTL and the RTL Advisor and RTL Property Manager from November 2015 until the Internalization Merger; as executive chairman of NYSE-listed American Strategic Investment Co. (formerly known as New York City REIT, Inc.) (“NYC”) from November 2015 until September 2023; as chief executive officer, president and secretary of NYC and its advisor and property manager since March 2017; and as a director of Healthcare Trust, Inc. (“HTI”) since October 2016 and as chief executive officer of HTI and its advisor and property manager from August 2018 until September 2023. Mr. Weil previously served in leadership positions at multiple REITs and other entities advised by affiliates of AR Global, including: as chairman, chief executive officer, president of American Realty Capital Healthcare Trust III, Inc. (“HT III”) until its liquidation and dissolution in March 2019; as executive chairman of American Realty Capital Global Trust II, Inc. (“Global II”) until its merger with GNL in December 2016; as a director of Franklin BSP Lending Corp. (formerly Business Development Corporation of America) (“FBLC”) until November 2016, when FBLC’s external advisor was acquired by Benefit Street Partners, L.L.C. (“RCA”); as chief executive officer, president and chairman of American Realty Capital — Retail Centers of America, Inc. until its merger with RTL in February 2017; as a trustee of American Real Estate Income Fund until its liquidation in August 2016; as a trustee of Realty Capital Income Funds Trust until its dissolution in January 2017; and as an executive officer and director of American Realty Capital Daily Net Asset Value Trust, Inc. during multiple periods until its dissolution and liquidation in April 2016. Mr. Weil also served as chairman of Realty Capital Securities, LLC (“RCS”) from September 2013 until November 2015 and was the interim chief executive officer of RCS from May 2014 until September 2014 and the chief executive officer of RCS from December 2010 until September 2013. Mr. Weil served as a director of RCS Capital Corporation (“RCAP”), the parent company of RCS, from February 2013 until December 2015 and served as an executive officer of RCAP from February 2013 until November 2015, including as chief executive officer from September 2014 until November 2015. RCAP filed for Chapter 11 bankruptcy in January 2016. Mr. Weil was formerly the senior vice president of sales and leasing for American Financial Realty Trust from, where he was responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Mr. Weil also previously served on the board of directors of the Real Estate Investment Securities Association (now known as ADISA) from 2012 to 2014, including as its president in 2013. Mr. Weil attended George Washington University. Our Board of Directors believes that Mr. Weil’s experience as a director or executive officer of the companies described above and his significant experience in real estate makes him well qualified to serve as a member of our Board of Directors. Dr. M. Therese Antone Dr. M. Therese Antone has served as an independent director of the Company since March 2020 and has served as chairperson of the compensation committee since February 2024. She serves as a member of the board of trustees of Davis Educational Foundation, a commissioner of the Rhode Island Ethics Commission, a member of the board of Holy Spirit University in Kaslik, Lebanon, a member of the board and treasurer of Newport Restoration Foundation, and a member of the board of trustees of Newport Hospital Foundation. Dr. Antone previously served as a member of the board and compensation committee of Mercy Investment Services from January 2011 to December 2021, and as a commissioner of the Rhode Island Ethics Commission from January 2015 to December 2021. She has also previously served on the boards of many institutions and organizations, primarily in the education sector but also in the financial services sector. Dr. Antone has served as Chancellor at Salve Regina University since 2009, and her career at Salve Regina included tenure as a professor of mathematics and management and executive vice president for corporate affairs and advancement. Dr. Antone holds a Doctor of Education from Harvard University with emphasis in administration, planning and social policy. She holds a Master of Arts in mathematics from Villanova University and completed the international senior executive program at MIT’s Sloan School of Management. Our Board of Directors believes that Dr. Antone’s experience as a director of the institutions and organizations described above, as well as her prior business experience makes her well-qualified to serve as a member of our Board of Directors. Lisa D. Kabnick Lisa D. Kabnick has served as an independent director of the Company since September 2023. Ms. Kabnick was the lead independent director of RTL serving on its board from August 2015 until the REIT Merger in September 2023. Ms. Kabnick is a Retired Partner and was a senior advisor for Troutman Pepper Hamilton Sanders LLP (formerly known as Pepper Hamilton, LLP) from September 2017 through December 31, 2023, as a senior advisor at Reed Smith LLP from January 2015 until September 2017 and a partner at Reed Smith from January 2003 until December 2014. Prior to joining Reed Smith, Ms. Kabnick was a practicing attorney with Pepper Hamilton, LLP, where she became a partner in 1988. During her tenure in both firms, Ms. Kabnick held various leadership positions. Since April 2015, Ms. Kabnick has been a member of the board of directors of The Philadelphia Inquirer, PBC, the publisher of the Philadelphia Inquirer and Daily News, where she is vice chair of the board and chairs the audit/finance committee. From January 2017 until January 2020, Ms. Kabnick served as a member of the board of directors of CFG Community Bank and a member of its risk management and compensation committees. From August 2013 until October 2015, Ms. Kabnick served as a member of the board of directors of Vertisense, Inc. (formerly known as Alcohoot, Inc.). From 2006 through 2013, Ms. Kabnick was a member of the board of directors of the Kimmel Center, the performing arts center in Philadelphia, Pennsylvania. Since 2001, Ms. Kabnick has been a member of the board of directors of the Ongava Game Reserve, a 125 square mile game reserve in Namibia. Ms. Kabnick has also served on a number of community and non-profit boards, including as a Northeast Trustee for the Boys and Girls Clubs of America, United Way of Greater Philadelphia and Southern New Jersey Council, Pennsylvania Ballet, and on the Trustee’s Council of Penn Women for the University of Pennsylvania. Ms. Kabnick has been the recipient of numerous awards and honors relating to her professional career, including being recognized in Chambers USA, Best Lawyers in America, and Pennsylvania Super Lawyers, and has been honored by Real Philly magazine in 2005 as Trailblazer Honoree and Woman of Distinction. Our Board of Directors believes that Ms. Kabnick’s experience as an attorney and a director on multiple profit- and non-profit boards makes her well qualified to serve as a member of our Board of Directors. Robert I. Kauffman

  5. Nominees for Directors

    Robert I. Kauffman has served as an independent director of the Company since March 2024. Mr. Kauffman is currently a private investor and entrepreneur active in the financial, real estate, automotive and technology-oriented sectors. Mr. Kauffman is the owner of RK Motors, a restorer and reseller of classic cars. Currently, Mr. Kauffman serves as an independent board member of Hagerty Inc. (NYSE: HGTY), a leading insurer of collector cars, a position he has held since December 2021. Mr. Kauffman is also an advisory board member of McLaren Racing Ltd., a United Kingdom based Formula1 racing team, as an investor and advisory board member of Off The Chain Capital, a cryptocurrency focused hedge fund, and is Chairman of the Race Team Alliance, an association of NASCAR Cup Series Racing teams. Mr. Kauffman was a co-founder of Fortress Investment Group LLC (“Fortress”) where he was a principal and member of the board of directors from its founding in 1998 until 2012. During his tenure at Fortress, Mr. Kauffman served as a member of Fortress’s management committee and was responsible for the management of Fortress’s European private equity investment operations. While at Fortress, he was primarily focused on distressed debt restructurings, real estate and other asset based financial services businesses. Prior to co-founding Fortress, Mr. Kauffman was a Managing Director at UBS from 1997 to 1998, a Principal at BlackRock Financial Management Inc. from 1993 to 1997, and at Lehman Brothers from 1986 to 1993, where he primarily focused on the mortgage and securitization markets in the United States and Europe. Over the course of his career, Mr. Kauffman has been involved in a wide variety of investment activities, including private fund raising, IPOs, primary and secondary public share offerings in multiple jurisdictions, take private transactions, as well as billions of dollars of bank and capital market debt financings and securitizations. Mr. Kauffman earned a Bachelor’s degree in Business Administration from Northeastern University. Our Board of Directors believes that Mr. Kauffman’s extensive background in capital markets and unique experience in co-founding a multi-billion dollar global investment manager makes him well qualified to serve as a member of our Board of Directors. Michael J.U. Monahan Michael J.U. Monahan has served as an independent director of the Company since February 2024. Mr. Monahan is currently a CBRE Group, Inc. Vice Chair in the New York office, where he has worked since January 1999. Prior to joining CBRE, Mr. Monahan was a Senior Director at Jones Lang Wootton, and a Vice President at Cushman & Wakefield from 1982 through 1990. Mr. Monahan’s areas of expertise at CBRE are in formulating corporate real estate strategy, leading corporate acquisition and disposition project, and agency representation. Mr. Monahan is a member of the Real Estate Board of New York, and a former Board member of the non-profit National Executive Service Corporation. Mr. Monahan holds a Bachelor of Arts from Marietta College, and is a graduate of the New York University Real Estate Institute. Our Board of Directors believes that Mr. Monahan’s experience in the real estate industry makes him well qualified to serve as a member of our Board of Directors. Stanley R. Perla Stanley R. Perla has served as an independent director of the Company since September 2023 and our audit committee chair since that time. Mr. Perla served as a director of RTL until we acquired the entity in September 2023. Mr. Perla has served as an independent director of Hospitality Investors Trust, Inc. (formerly known as American Realty Capital Hospitality Trust, Inc.) from January 2014 and GTJ REIT, Inc. since January 2013. He currently chairs the audit committee at both companies. Mr. Perla previously served as a member of the board of directors and the chair of the audit committee of Madison Harbor Balanced Strategies, Inc. until its liquidation in 2017, as a trustee of AREIF from May 2012 until its liquidation in August 2016 and as an independent director of Global II from August 2014 until December 2016. Mr. Perla, a licensed certified public accountant, was with the firm of Ernst & Young LLP (“Ernst & Young”) for 35 years, from September 1967 to June 2003, the last 25 of which he was a partner. Mr. Perla served as Ernst & Young’s national director of real estate accounting, as well as on Ernst & Young’s national accounting and auditing committee. From July 2003 to May 2008, he was the director of Internal Audit for Vornado Realty Trust and from June 2008 to May 2011, he was the managing partner of Cornerstone Accounting Group, a public accounting firm specializing in the real estate industry and a consultant to the same firm from June 2011 to March 2012. From May 2012 until December 2015, Mr. Perla provided consulting services to Friedman LLP, a public accounting firm. His area of expertise for the past 40 years has been real estate and he was also responsible for auditing public and private companies. He is an active member of the National Association of Real Estate Investment Trusts (“NAREIT”) and the National Association of Real Estate Companies. In addition, Mr. Perla has been a frequent speaker on real estate accounting issues at numerous real estate conferences. Mr. Perla earned a Master of Business Administration in Taxation and a Bachelor of Business Administration in Accounting from Baruch College. Our Board of Directors believes that Mr. Perla’s experience as a director of multiple companies, as well as his other business experience make him well qualified to serve as a member of our Board of Directors. Edward G. Rendell Governor Edward G. Rendell has served as an independent director of the Company since March 2012. Governor Rendell served as a director of RTL from February 2017 until the REIT Merger in September 2023. Governor Rendell has served as an independent director of HTI since December 2015 and of FBLC since January 2011. Governor Rendell previously served as an independent director of RCA from October 2012 until RCA’s merger with RTL in February 2017, and as an independent director of Business Development Corporation of America II (“BDCA II”) from August 2014 until its liquidation and dissolution in September 2016. Governor Rendell served as the 45th Governor of the Commonwealth of Pennsylvania from January 2003 through January 2011 and as the Mayor of Philadelphia from January 1992 through January 2000. Governor Rendell was also the General Chairperson of the National Democratic Committee from November 1999 through February 2001. Governor Rendell has also worked as an attorney in private practice. An Army veteran, Governor Rendell holds a Bachelor of Arts from the University of Pennsylvania and a Juris Doctor from Villanova Law School. Our Board of Directors believes that Governor Rendell’s experience as a director of multiple companies, as well as his experience as the chief executive of Pennsylvania and Philadelphia, makes him well qualified to serve as a member of our Board of Directors.

  6. Continuing Directors

    Continuing Directors Leslie D. Michelson Leslie D. Michelson has served as an independent director of the Company since September 2023 and has served as chair of our nominating and corporate governance committee since October 2023. Mr. Michelson served as a director of RTL beginning in 2017 until the REIT Merger in September 2023. Mr. Michelson served as an independent director of RCA between November 2015 and February 2017. In addition, Mr. Michelson has served as an independent director of BSP Franklin Lending Corporation since January 2011, including as lead independent director from February 2016 until its merger with BSP Capital Corporation in January 2024. Mr. Michelson has also served as an independent director of BSP Franklin Capital Corporation including as lead independent director since March 2020, and Franklin BSP Private Credit Fund, including as lead independent director since October 2022. Mr. Michelson has served as an independent director of HTI since December 2015 including as Non-Executive Chair since October 2016. Mr. Michelson previously served as an independent director of BDCA II from August 2014 until its liquidation and dissolution in September 2016 and an independent trustee RCIFT, a family of mutual funds advised by an affiliate of AR Global from April 2013 until its dissolution in January 2017. From April 2007 until February 2020, Mr. Michelson served as the chairman and chief executive officer of Private Health Management, Inc., a company which assists corporate employees and their dependents, families and individuals obtain the best healthcare. Since March 2020 Mr. Michelson has served as chairman and as a director of Private Health Management, Inc. Mr. Michelson has served as a member of the Board of Advisors for the UCLA Fielding School of Public Health since October 2013. He also served as a director of Druggability Technology Holdings, Ltd., a proprietary pharmaceutical product business dedicated to the development and commercialization of high-value pharmaceutical products, from April 2013 until September 2018. Mr. Michelson has served as founder and chief executive officer of Michelson on Medicine, LLC since January 2011. Earlier in his career, Mr. Michelson served as a founder, investor, director and executive officer of multiple public and private companies, including foundations, in the healthcare, technology, finance and real estate industries. Mr. Michelson received his Bachelor of Arts from The Johns Hopkins University in 1973 and a Juris Doctor from Yale Law School in 1976. Our Board of Directors believes that Mr. Michelson’s experience as a director and executive officer of multiple companies make him well qualified to serve as a member of our Board of Directors. P. Sue Perrotty P. Sue Perrotty has served as non-executive chair and independent director of the Company since March 2015 and previously served as chairperson of the audit committee from July 2017 to March 2020 and the nominating and corporate governance committee from March 2015 to October 2023. Ms. Perrotty has served as a member of the board of Tower Health, a regional, integrated healthcare provider/payer system, since July 2019, as its interim president and chief executive officer from February 2021 to August 2021, and as its president and chief executive officer since September 2021. Ms. Perrotty served on the board of NYRT from September 2014 until November 2018, including as chair of the audit committee from December 2014 to June 2017. NYRT converted into New York REIT Liquidating LLC in November 2018. Ms. Perrotty then served as an independent member of the board of managers of New York REIT Liquidating LLC until July 2020. Previously, she has served as an independent director of HT III from August 2014, including as its audit committee chair from December 2014, until HT III’s liquidation and dissolution in March 2019 and as an independent director of Axar Acquisition Corp. (formerly known as AR Capital Acquisition Corp.) from October 2014 until its liquidation and dissolution in October 2017. Ms. Perrotty has served as president and chief executive officer of AFM Financial Services in Cranford, New Jersey since April 2011. Ms. Perrotty also has been an investor and advisor to several small businesses and entrepreneurs in varying stages of development since August 2008. Ms. Perrotty served in the administration of Governor Edward G. Rendell as chief of staff to First Lady, Judge Marjorie Rendell from November 2002 through August 2008. Ms. Perrotty served as vice chair of the Berks County Community Foundation and as development chair for the Girls Scouts of Eastern PA Board. Ms. Perrotty is a graduate of Albright College with a Bachelor of Science degree in Economics and was also awarded an Honorary Doctor of Laws degree from Albright College in 2010. Our Board of Directors believes that Ms. Perrotty’s experience as a director and executive officer of multiple companies, as well as her other business experience, makes her well qualified to serve as a member of our Board of Directors.

  7. Information About the Board of Directors and its Committees

    Information About the Board of Directors and its Committees The Board of Directors is responsible for overseeing the management and control of our business and operations. The Board of Directors held a total of 15 meetings during the year ended December 31, 2023. All directors attended all of the Board meetings and meetings of the Board committees on which such directors served while they were a member of the Board. All of the persons that were directors at the time of the 2023 Annual Meeting of Stockholders attended the meeting. We encourage all directors to attend our annual meetings of stockholders. The Board of Directors has standing audit, conflicts, compensation and nominating and corporate governance committees. In addition, the Board formed a special committee comprised of Ms. Perrotty, Dr. Antone and Ms. Abby Wenzel, a former director who resigned from the Board in December 2023. The special committee was formed to consider and evaluate strategic growth initiatives and negotiated the agreements that resulted in the Mergers. The special committee also negotiated certain compensation arrangements including the Company’s employment agreement with the Company’s chief executive officer, Mr. Weil, and agreed that the Company would assume Mr. Nelson’s contract as part of the Internalization Merger. During the year ended December 31, 2023, the special committee met 30 times in person or by teleconference. The Board dissolved this committee in January 2024.

  8. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Year Ended December 31, 2023 During the year ended December 31, 2023, we paid our independent directors a yearly retainer of $100,000 and an additional yearly retainer of $105,000 to the non-executive chair, in each case payable 50% in cash and 50% in restricted stock units (“RSUs”); $2,000 for each meeting of the Board or any committee attended by the directors ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee) and $1,500 for each meeting attended via telephone; $750 per transaction reviewed and voted upon electronically up to a maximum of $2,250 for three or more transactions reviewed and voted upon per electronic vote. If there is a Board meeting and one or more committee meetings in one day, the director’s fees may not exceed $2,500 ($3,000 for the chairperson of the audit committee if there is a meeting of such committee). We paid an additional total yearly retainer of $30,000 to each member of the audit committee, the compensation committee and the nominating and corporate governance committee, in each case payable 50% in cash and 50% in RSUs. RSUs in respect of the portion of the annual retainer payable in RSUs are awarded in connection with each annual meeting and vest ratably over a three-year period beginning on such annual meeting date in increments of one-third per annum. We also paid each independent director for each external seminar, conference, panel, forum or other industry-related event attended in person and in which the independent director actively participates, solely in their capacity as an independent director of the Company, in the following amounts: • $2,500 for each day of an external seminar, conference, panel, forum or other industry-related event that does not exceed four hours, or • $5,000 for each day of an external seminar, conference, panel, forum or other industry-related event that exceeds four hours. In either of the above cases, we will reimburse, to the extent not otherwise reimbursed, an independent director’s reasonable expenses associated with attending external seminars, conferences, panels, forums or other industry-related events. An independent director cannot be paid or reimbursed for attendance at a single external seminar, conference, panel, forum or other industry-related event by us and another company for which he or she is a director. New Director Compensation Program Pursuant to a new cash retainer fee structure approved by the Board in December 2023, we pay our independent directors a yearly retainer of $75,000 and an additional yearly retainer of $115,000 to the non-executive chair. We also pay a retainer of $30,000 per year to the chairperson of the audit committee, the compensation committee and the nominating and corporate governance committee and a retainer of $20,000 per year to each other member of the audit committee, the compensation committee and the nominating and corporate governance committee. In addition, pursuant to a new annual equity award program for directors approved by the Board in February 2024, each independent director will receive an annual grant of RSUs equal to a grant-date value of $130,000. Non-employee directors may elect to have all or a portion of the annual cash retainers to which they become entitled paid in shares of the Common Stock pursuant to the 2021 Equity Plan in lieu of cash. An election to receive retainers in Common Stock in lieu of cash must be made prior to the date of the annual meeting of stockholders immediately preceding the director year (i.e., the period from one annual meeting to the next annual meeting); provided, however, that a non-employee director that is newly elected to the Board (whether or not at an annual meeting) will be entitled for a period of thirty (30) days following the director’s initial election to the Board to make a stock election for the director’s initial director year or partial director year of service, as applicable, referred to as the “due date.” The stock election made with respect to a director year is irrevocable. The number of shares of Common Stock granted will be determined by dividing the amount of the applicable cash retainer (or portion thereof) by the closing price of the Common Stock on the later of (1) the date the director would otherwise have been paid the cash retainer (or applicable portion thereof) in cash, or (2) the due date (in each case rounded down to the nearest whole share) (and if either date is not a trading day, on the next trading day that follows that date). Except as provided below, the Common Stock will be granted to the applicable non-employee director on the payment date or, if later, the due date (or if the payment date or due date, as applicable, is not a trading day, on the next trading day following the payment date or due date, respectively). As discussed above, each non-employee director will receive a grant of RSUs granted under the 2021 Equity Plan generally effective as of immediately following the date of the annual meeting or the date a new director joins the Board so long as that date is following the annual meeting for the calendar year and prior to December 31 of the year. If a non-employee director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the non-employee director will not receive an initial equity grant upon the non-employee director’s appointment to the Board. The number of RSUs granted each year will be determined by dividing the amount set out above ($130,000) by the closing price of the Common Stock on the grant date (rounded down to the nearest whole share). Grants of RSUs will be made on a pro rata basis for new members of the Board or a committee or a new chair of the Board or a committee in the initial year of service and otherwise for partial periods of service. All of the RSUs will vest on the day preceding the date of the annual meeting that follows the applicable grant date, referred to as the “Vesting Date,” generally subject to the non-employee director’s continued service on the Board through the Vesting Date; provided, that in the case of a director’s departure prior to the applicable Vesting Date other than a removal of the director for “Cause” (as defined in the applicable award agreement), the RSUs will vest on a prorated bases as of the date of the director’s departure based on the ratio that the number of days elapsed between the applicable Grant Date and date of the director’s departure bears to the total number of days between the Grant Date and the applicable Vesting Date.

  9. COMPENSATION OF DIRECTORS

    In addition, all then-outstanding Annual RSU Awards held by non-employee directors will vest on the date of consummation of a “Change of Control” (each as defined in the 2021 Equity Plan). RSUs that vest will be settled in shares of Common Stock as soon as reasonably practicable, but in all events within thirty (30) days, following the applicable date on which they vest. Each non-employee director may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board or of any committee thereof. Each non-employee director is eligible for coverage under the Company’s then-current directors’ and officers’ indemnification insurance policy, and any additional indemnification and advancement of expenses that may be provided pursuant to a written indemnification agreement between the non-employee director and the Company. To ensure alignment of interest with the Company’s stockholders, the board adopted guidelines referred to herein as the “Stock Ownership Guidelines” regarding, among other things, stock ownership by the non-employee directors. Under those guidelines, each non-employee director is expected to own Common Stock equal in value to five times the “annual cash retainers” paid to the non-employee director. A copy of the Non-Employee Director Compensation Guidelines is filed as Exhibit 10.63 to the Company’s Annual Report as of and for the period ended December 31, 2023. A non-employee director has five years from the later of (1) January 1, 2024, the initial effectiveness of the Stock Ownership Guidelines; or (2) the date the non-employee director joins the Board to acquire Common Stock satisfying these guidelines. If the annual cash retainers are increased, the non-employee director will have five years form the time of the increase to acquire any additional Common Stock needed to satisfy the Stock Ownership Guidelines. The compensation committee may determine, in its sole discretion, the conditions and exceptions to the Stock Ownership Guidelines, on a case-by-case basis, including but not limited to the waiver or modification for non-employee directors who are members of government, academia or similar professions or religious orders. For the purposes of the Stock Ownership Guidelines, references to “common stock” include all Common Stock beneficially owned (as that term is defined in Section 16 of the Exchange Act) by the non-employee director and specifically includes all awards granted to the non-employee director by the Company pursuant to the 2021 Equity Plan (or any successor plan), whether vested or unvested, but specifically excludes stock options or stock appreciation rights, whether vested or unvested, and unvested portions of any restricted stock or restricted stock unit awards subject, as of the measurement time, to achievement of performance targets. The compensation committee or the Board, as applicable, is authorized to interpret and construe the guidelines and to make all determinations necessary, appropriate or advisable to administer the Stock Ownership Guidelines. The Stock Ownership Guidelines may also be amended, modified or terminated by the Board or compensation committee at any time, or from time to time, in their sole discretion. The following table sets forth information regarding compensation of our directors paid during the year ended December 31, 2023:

  10. COMPENSATION OF DIRECTORS

    | Name | Fees Paid in Cash | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | Changes in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total Compensation | | Dr. M. Therese Antone | $169,158 | $65,000 | $— | $— | $— | $— | $234,158 | | Lisa D. Kabnick(2) | 5,606 | — | — | — | — | — | 5,606 | | Robert I. Kauffman(3) | — | — | — | — | — | — | — | | Leslie D. Michelson(2) | 5,606 | — | — | — | — | — | 5,606 | | Michael J.U. Monahan(4) | — | — | — | — | — | — | — | | James L. Nelson(5) | — | — | — | — | — | — | — | | Stanley R. Perla(2) | 5,606 | — | — | — | — | — | 5,606 | | P. Sue Perrotty | 234,130 | 117,500 | — | — | — | — | 351,630 | | Edward G. Rendell | 123,408 | 65,000 | — | — | — | — | 188,408 | | Edward M. Weil, Jr.(5) | — | — | — | — | — | — | — | | Abby M. Wenzel(6) | 170,908 | 65,000 | — | — | — | — | 235,908 |

  11. COMPENSATION OF DIRECTORS

    (1) Amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) with respect to awards of 6,292 RSUs received by Dr. Antone, Ms. Wenzel and Governor Rendell and 11,375 RSUs received by Ms. Perrotty, in each case on July 11, 2023. The assumptions on which these valuations are based are set forth in Note 13 — Equity-Based Compensation to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 27, 2024 (the “2023 Annual Report on Form 10-K”). There were no option awards, non-equity incentive compensation, or non-qualified deferred compensation granted to the non-employee directors during fiscal year 2023. As of December 31, 2023, Dr. Antone, Ms. Perrotty, and Governor Rendell held 10,304, 18,629, and 10,304, stock awards (comprising unvested RSUs), respectively. Ms. Wenzel resigned as a director effective December 28, 2023, and accordingly did not hold any unvested stock awards as of December 31, 2023. (2) Ms. Kabnick and Messrs. Michelson and Perla became directors in September 2023, following the Mergers and the Company’s subsequent internalization of its advisory and management functions. (3) Mr. Kauffman became a director in March 2024. (4) Mr. Monahan became a director in February 2024. (5) Mr. Nelson and Mr. Weil did not receive any compensation as directors. Mr. Nelson retired from his position as director and as co-chief executive officer in March 2024. Ms. Wenzel retired from her director position effective December 28, 2023.

  12. COMPENSATION DISCUSSION AND ANALYSIS

    COMPENSATION DISCUSSION AND ANALYSIS Prior to the Mergers, we were an externally-managed real estate investment trust (“REIT”) and did not have any employees except for one person based in Europe who was employed to provide certain tax services. We did not employ our named executive officers set forth below (“NEOs”), did not have agreements with any of them regarding their compensation and did not otherwise determine the compensation earned by, or paid to, them by the GNL Advisor other than with respect to the equity and equity-based awards granted to them, as recommended by the GNL Advisor and approved by the compensation committee. In connection with the Mergers, the special committee considered and approved certain compensation arrangements between the Company and our NEOs including approving the employment agreements described herein with Edward M. Weil and Jesse C. Galloway, approving the assumption of the employment agreement with James L. Nelson, as described herein, and recommending and approving certain equity incentive grants made to our NEOs under the 2021 Equity Plan. Following the Mergers, we became internally managed and our compensation committee established our compensation objectives and philosophy for our NEOs, which resulted in initial grants in November 2023 of both discretionary and one-time equity-based awards (detailed in the tables below) and the adoption of a new Annual Bonus Performance Program that is in effect for 2024 performance (with potential payments based on 2024 performance to be made in early 2025) (see “Fiscal 2024 Annual Incentive Program” section below for more details). This Compensation Discussion and Analysis details the compensation paid to our NEOs in 2023 and presents our compensation philosophy and practices for the compensation program for our NEOs that will be in effect for fiscal year 2024. This Compensation Discussion and Analysis also describes the elements of NEO compensation, the objectives of these elements and the considerations of the special committee or the compensation committee, as applicable, with respect to compensation decisions that took into account the Mergers. For our 2023 fiscal year, which ended on December 31, 2023, our NEOs and their titles were as follows: • Edward M. Weil, Jr. — Co-Chief Executive Officer • James L. Nelson — President and Co-Chief Executive Officer • Christopher J. Masterson — Chief Financial Officer, Treasurer and Secretary • Jesse C. Galloway — Executive Vice President and General Counsel

  13. Summary

    | What We Do | | What We Don’t Do | | ✓ | Pay-for-Performance. Deliver a significant percentage of annual compensation in the form of variable compensation tied to multi-year performance.X | No Tax Gross-Ups. Do not provide excise tax gross-ups. | | ✓ | Benchmark. Provide total compensation opportunities that are intended to approximate comparable peer compensationX | No Dividends or Dividend Equivalents on Unvested RSU and Performance Stock Unit (“PSU”) Awards. Do not allow dividends or dividend equivalents to be currently paid on unearned PSUs or unvested RSUs, with such dividends or dividend equivalents held back and paid only if the underlying PSUs or RSUs become vested. | | ✓ | Annual Compensation Risk Review. Annually assess risk in compensation programs associated with regulatory, stockholder and market changes.X | No Enhanced Retirement Benefits. Do not provide enhanced retirement benefits or other supplemental executive retirement plans, known as SERPs. | | ✓ | Maximum Payouts. Limit both short-term and long-term incentive payouts as a percentage of target awards.X | No Single-Trigger Payments or Benefits for Executive Officers. Do not allow for any single-trigger cash severance benefits for executive officers upon a change-in-control. | | ✓ | Clawback Policy. Maintain a clawback policy.X | No Problematic Option Practices. Do not have a practice of granting discounted stock options, extending the original option term, or repricing or exchanging underwater stock options. |

  14. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant FTI was engaged directly by the compensation committee in August 2023. As part of this engagement, FTI made recommendations to the compensation committee and the Board regarding executive and non-employee director compensation and assisted with the preparation of certain portions of this Compensation Discussion and Analysis section. The compensation committee conducted an assessment, as required by the SEC rules, to determine if any conflicts of interest existed with regard to the engagement of FTI. In conducting that assessment for fiscal year 2023, the compensation committee determined that no conflict of interest existed and that FTI was independent under the applicable SEC and NYSE listing independence criteria. The Company previously engaged FTI to make recommendations to the Board and the compensation committee on the 2021 OPP, but did not play any role on any matters related to the Company’s NEOs during 2022 or any prior period.

  15. Peer Group

    Peer Group The compensation committee considers external market reference points, including published survey data and the competitive pay levels of an established group of publicly-traded peer companies when determining compensation levels for the NEOs. This peer comparison group consists of companies having similar characteristics to the Company, as noted below, and with whom the Company may compete for executive talent. FTI reviewed the peer group to confirm the overall reasonableness of the group for compensation and design benchmarking purposes. The compensation committee, with input from management and FTI, reviewed and approved the following peer group which was used to inform certain fiscal year 2023 pay decisions and which will be used to inform fiscal year 2024 pay decisions (unless such peer group is further amended by the compensation committee).

  16. Peer Group

    | Peer Group | | | | Agree Realty Corporation | Howard Hughes Holdings Inc. | Paramount Group, Inc. | | Broadstone Net Lease, Inc. | Independence Realty Trust, Inc. | Phillips Edison & Company, Inc. | | EPR Properties | LXP Industrial Trust | Rexford Industrial Realty, Inc. | | Essential Properties Realty Trust, Inc. | NNN REIT, Inc. | STAG Industrial, Inc. | | Healthcare Realty Trust Incorporated | Omega Healthcare Investors, Inc. | Uniti Group Inc. | | Highwoods Properties, Inc. | OUTFRONT Media Inc. | W. P. Carey Inc. | | Host Hotels & Resorts, Inc. | | |

  17. Elements of Compensation

    Elements of Compensation Beginning in fiscal year 2024, the Company will use base salary, annual cash incentives, and long-term equity incentives as its primary tools to achieve its compensation objectives. Certain of these elements of compensation were approved by the compensation committee in fiscal year 2023, following the Mergers. The Company’s approach to the mix of compensation among these elements emphasizes variable compensation, including bonuses and long-term incentives in the form of stock-based awards, over fixed compensation. The emphasis on stock-based awards vesting over time is intended to promote a long-term perspective and further align management’s interests with that of the Company.

  18. Elements of Compensation

    | Element | Form | Compensation Objectives and Key Features | | Base Salary | Fixed Cash | • Fixed compensation component that provides a base level of competitive cash to compensate the executive officer for the scope and complexity of the position. • Amounts based on an evaluation of experience, position and responsibility; intended to be competitive in the marketplace to attract and retain executives. | | Annual Incentive Award | Performance-Based Cash | • Variable cash compensation component that provides an incentive opportunity for overall achievement of key strategic metrics. | | Long-Term Equity Incentives | PSUs and RSUs | • Variable equity compensation designed to foster meaningful ownership of our Common Stock by management, to align the interests of our management with the creation of long-term stockholder value, and to motivate our management to achieve long-term growth for the Company. |

  19. Elements of Compensation

    Base Salary Base salary is intended to reflect job responsibilities and is a visible and stable foundation of our compensation program. As discussed above, prior to the Mergers, we did not employ or provide cash compensation to our NEOs. As noted above, prior to the Mergers, the special committee considered and approved certain compensation arrangements between the Company and our NEOs, including the base salaries of certain of our NEOs. Following the Mergers, in fiscal year 2023, the compensation committee further considered and approved a $100,000 salary increase for Mr. Masterson to better align Mr. Masterson’s salary with peer group constituents after review of peer group data provided by FTI. Annual base salary rates for our NEOs in effect as of the end of fiscal year 2023 are listed below.

  20. Elements of Compensation

    (1) Mr. Nelson resigned from his position as President and Co-Chief Executive Officer of the Company effective March 31, 2024. Annual Cash Incentives Fiscal 2023 Discretionary Cash Bonuses In connection with the Mergers, a discretionary bonus pool was established for fiscal year 2023 to provide discretionary bonuses to certain employees, including Mr. Masterson who is entitled to a discretionary bonus pursuant to his employment agreement in an amount generally consistent with the discretionary bonus that he earned in fiscal year 2022 while employed by the GNL Advisor. The total value of the annual discretionary bonus for Mr. Masterson for 2023 performance was $628,827, of which $212,500 was paid in cash in March 2024 and the remainder delivered in the form of RSUs vesting in substantially equal annual installments on each of the first through third anniversaries of the date of grant. In addition, Mr. Weil and Mr. Galloway received discretionary bonuses for 2023 performance totaling $1,008,757 and $317,037, respectively, of which $500,000 and $157,143, respectively, were paid in cash in March 2024 and the remainder delivered in the form of RSUs that vest, (i) for Mr. Weil, in substantially equal monthly installments from the date of grant through April 30, 2025 and (ii) for Mr. Galloway, in substantially equal annual installments on each of the first through third anniversaries of the date of grant. Fiscal 2024 Annual Incentive Program In November 2023, the compensation committee recommended and the Board adopted a new “Annual Incentive Program” (the “AIP”) effective January 1, 2024 for fiscal year 2024. The AIP is designed to motivate our NEOs to deliver strong financial performance and to provide a clear link between pay and performance. The compensation committee approved threshold, target and maximum bonus opportunities for each eligible NEO as follows:

  21. Elements of Compensation

    Represents Mr. Weil’s minimum bonus opportunity under his employment agreement with the Company. Mr. Weil’s employment agreement provides for payment of a bonus 50% in cash and 50% in Common Stock (which have historically been granted in the form of RSUs issued under the 2021 Equity Plan) which may be subject to vesting in equal monthly installments with 100% fully vested by April 30, 2025. Mr. Galloway’s bonus is payable 50% in cash and 50% in Common Stock (which have historically been granted in the form of RSUs issued under the 2021 Equity Plan) which may be subject to vesting in three equal installments over the first three anniversaries of the date of grant. The AIP provides eligible participants, including the NEOs, with the opportunity to earn an annual cash bonus award subject to achieving performance goals. The performance goals under the AIP are generally based on (i) the non-GAAP metric, adjusted funds from operations (“AFFO”) per share, (ii) the percentage of our tenants that are considered “investment grade” based on adjusted annualized straight line rent (as defined in the AIP), (iii) the achievement of synergies following the Mergers, and (iv) individual and role specific performance. Further information regarding the AIP and performance under the AIP for fiscal year 2024 will be provided in our Proxy Statement filed in connection with our Annual Meeting for fiscal year 2024. Long-Term Incentive Plan Awards At the Company’s 2021 Annual Meeting of Stockholders held on April 12, 2021, the Company’s stockholders approved the 2021 Equity Plan and the 2021 Omnibus Advisor Incentive Compensation Plan of Global Net Lease, Inc. (the “Advisor Plan”). The terms of the Advisor Plan were substantially similar to the terms of the 2021 Equity Plan, except that only the GNL Advisor and any of its affiliates that were involved in providing services to the Company or any of its subsidiaries were eligible to receive awards under the Advisor Plan. Both the 2021 Equity Plan and the Advisor Plan became effective upon stockholder approval. As a result of the REIT Merger, no further participants are expected to be eligible to participate in the Advisor Plan from and following the REIT Merger and, accordingly, no further awards are expected to be granted under the Advisor Plan. In connection with the REIT Merger in September 2023, the Company assumed the 2018 Omnibus Incentive Compensation Plan of RTL. The compensation committee is responsible for approving and evaluating all grants of awards to our NEOs under the 2021 Equity Plan. As discussed above, prior to the Mergers, the GNL Advisor made recommendations to the special committee regarding the equity or equity-based compensation earned or paid to our NEOs which was then considered and approved by the compensation committee in accordance with the 2021 Equity Plan. In fiscal year 2023, upon recommendation of the GNL Advisor, the compensation committee approved a grant of 40,000 restricted shares to Mr. Masterson in June of 2023. The restricted shares will vest in 25% increments on each of the first four anniversaries of June 12, 2023. In November 2023, following the Mergers, the compensation committee approved grants of RSUs and PSUs to our NEOs under the 2021 Equity Plan as the first grants of an annual long-term incentive compensation program (the “LTIP Grants”). The LTIP Grants are intended to reflect a pay-for-performance compensation philosophy. The compensation committee expects that the LTIP Grants would, on an annual basis for at least the next three years, provide for grants of awards that vest over a three-year period and are weighted towards performance-based awards, consistent with the first annual grants, to be approved annually by the compensation committee. This structure is intended to create a greater connection between our multi-year performance and the actual payouts realized by our executive officers and other eligible employees. In accordance with the compensation committee’s charter, the structure of the LTIP Grants and our executive compensation philosophy more broadly will continue to be subject to the compensation committee’s ongoing evaluation and review. Note, the LTIP Grants are different than the award of LTIP Units previously granted to the GNL Advisor. See “Certain Relationships and Related Instructions-Multiyear Out Performance Agreements” for more information about the LTIP Units. The LTIP Grants are designed to reward key managers for high performance and to drive stockholder value. Awards for our NEOs are delivered 37% in the form of time-based RSUs that vest in equal annual installments over a three-year period and 63% in the form of PSUs that are earned after a three-year performance period based on the achievement of specific performance goals established at the beginning of the cycle for fiscal year 2023. These performance goals consist of two relative TSR goals and an absolute TSR goal. The compensation committee approved PSU goals after evaluating goals proposed by management which considered our long-term financial plan, historical results, and expected results. The compensation committee considered these recommendations in conjunction with the established long-term business plan of the Company in order to determine the final goals. FTI, as the compensation committee’s independent compensation consultant, assisted the compensation committee with the goal-setting process by providing analyses of historical peer group performance and expected trends. The table below shows the number of RSUs and target number of PSUs awarded to our NEOs in fiscal year 2023:

  22. Elements of Compensation

    | Executive(1) | Target Number of PSUs (63% of total) | Number of RSUs (37% of total) | | Edward M. Weil, Jr. | 214,529 | 125,994 | | Christopher J. Masterson | 78,661 | 46,198 | | Jesse C. Galloway | 51,845 | 30,449 |

  23. Elements of Compensation

    | Performance Level | Relative TSR (vs. MSCI US REIT Index) | Relative TSR (vs. Custom Net Lease Peer Group) | Absolute TSR | Percentage of Target PSUs Earned | | Below Threshold | < 30th percentile | < 30th percentile | < 8% | 0% | | Threshold | 30th percentile | 30th percentile | 8% | 50% | | Target | 55th percentile | 55th percentile | 10% | 100% | | Maximum | = > 75th percentile | = > 75th percentile | = > 12% | 275% |

  24. Elements of Compensation

    In addition to the LTIP Grants, in November 2023 the compensation committee approved one-time grants under the 2021 Equity Plan of 29,096 RSUs to Mr. Masterson and 17,905 RSUs to Mr. Galloway in respect of their continuing efforts overseeing the Company’s transition to internalized management following the Mergers. The RSUs will vest, if at all, in three substantially equal installments on each of the first, second, and third anniversaries of October 1, 2023, generally subject to continued employment with the Company through the applicable vesting date, with the potential for earlier vesting (in whole or in part) in connection with certain qualifying termination events.

  25. Retention Bonus

    Retention Bonus In connection with the Mergers, in June 2023, Mr. Masterson was awarded a cash retention bonus of $125,000. This retention bonus was paid in six substantially equal monthly installments beginning on the second payroll date following the closing of the Mergers, in each case subject to Mr. Masterson’s continued service with the Company through the applicable payment date.

  26. Employment Agreements

    Employment Agreements The Company has from time to time entered into employment agreements with its NEOs, the material terms of which are described below. See “Potential Payments Upon Termination or Change-in-Control” below for additional details on the payments and benefits upon termination or change of control, as applicable, provided under the employment agreements and/or outstanding equity or equity-based incentive awards. Employment Agreement with Edward M. Weil. On May 23, 2023, we entered into an employment agreement with Edward M. Weil that became effective upon the closing of the Internalization Merger (the “Weil Employment Agreement”). The initial term of the Weil Employment Agreement expires on April 30, 2025 and will automatically renew for additional one-year periods thereafter, unless either the Company or Mr. Weil, at least 60 days prior to the scheduled expiration date, provides written notice of its or his intent not to renew or unless terminated earlier in accordance with the terms thereof. The Company has agreed to use its reasonable best efforts to cause the Company to nominate Mr. Weil as a director of the Company during the term of the Weil Employment Agreement. Under the Weil Employment Agreement, Mr. Weil is entitled to, among other things (1) a base salary at an annual rate of $2.0 million, (2) an annual bonus opportunity for each completed calendar year with a guaranteed minimum bonus of 50% of Mr. Weil’s annual base salary; provided that the annual bonus will be paid 50% in cash and 50% in shares of the Common Stock and to the extent that such equity is not fully vested on grant will vest in equal monthly installments with 100% fully vested by April 30, 2025; provided further that except as set forth in the Weil Employment Agreement, Mr. Weil must be employed by the Company or an affiliate of the Company on the date the annual bonus is paid to be eligible to receive the annual bonus for that year, and (3) employee benefits including, among other things, indemnification rights from the Company, expense reimbursement rights for all reasonable and documented business expenses provided that Mr. Weil will also be entitled to reimbursement for first class travel and payment of Mr. Weil’s costs of maintaining professional licenses including the costs of complying with any applicable continuing education requirements and a $12,500 per month ($150,000 annually) allowance for travel. Upon certain terminations of the Weil Employment Agreement, in addition to payment of accrued but unpaid base salary and monthly travel allowance, Mr. Weil (or his estate, as applicable) will be entitled to the following severance pay and benefits, subject to execution of a release of claims (1) if the termination is by reason of death or disability, payment of any accrued but unpaid annual bonus for a previously completed fiscal year; continued payment of Mr. Weil’s base salary through the later of April 30, 2025 or the end of the then-applicable renewal term; accelerated vesting of all then-outstanding equity or equity-based awards; and a pro-rated annual bonus for the year in which such termination occurs, (2) if the termination is by the Company without “cause” (as defined in the agreement) including because of the Company’s decision not to renew the Weil Employment Agreement, or by Mr. Weil for “good reason” (as defined in the agreement), payment of any accrued but unpaid annual bonus for a previously completed fiscal year; accelerated vesting of all then-outstanding equity or equity-based awards; a pro-rated annual bonus for the year in which such termination occurs; and continued payment of Mr. Weil’s base salary, monthly travel allowance, and the combined company’s contributions to Mr. Weil’s healthcare benefits through the longer of the end of the remaining term or 12 months following the date of Mr. Weil’s termination, and (3) if the termination is by Mr. Weil without “good reason” a pro-rated annual bonus for the year in which such termination occurs. The Weil Employment Agreement also contains intellectual property and post-termination cooperation covenants. Mr. Weil also executed a non-competition agreement simultaneously with execution of the Weil Employment Agreement. Employment Agreement of James D. Nelson. In connection with the Internalization Merger, AR Global assigned an employment agreement dated July 10, 2017 between AR Global and James D. Nelson, as amended on March 24, 2022 and November 6, 2023, to the Company (the “Nelson Employment Agreement”), Mr. Nelson served as the Company’s Co-Chief Executive Officer until his resignation effective March 31, 2024. Under the Nelson Employment Agreement, Mr. Nelson was entitled to, among other thing (1) a base salary of $5.25 million per year, and (2) employee benefits including, among other things, indemnification rights from the Company, paid vacation, sick and personal days, participation in the Company’s employee benefit plans, expense reimbursement rights for all reasonable and documented business expenses provided that Mr. Nelson would also be entitled to reimbursement for first class domestic travel and international business travel, and payment of Mr. Nelson’s costs of maintaining professional licenses including the costs of complying with any applicable continuing education requirements. The Nelson Employment Agreement contained intellectual property and post-termination cooperation covenants, as well as a non-compete and non-solicit of clients of investors that each survive termination of the agreement plus a 12-month period thereafter; a prohibition on soliciting employees and independent contractors (including a no-hire) that survives an 18-month period following termination; and a reciprocal non-disparagement covenant. Separation Agreement with James D. Nelson On March 4, 2024, we announced Mr. Nelson would resign as a director of the Company and retire and resign from his position as the Company’s president and co-chief executive officer, effective March 31, 2024 (the “Separation Date”). In connection with his separation from employment, Mr. Nelson and the Company entered into a separation agreement dated March 8, 2024 (the “Separation Agreement”), terminating his employment with the Company and terminating the Nelson Employment Agreement. Pursuant to the Separation Agreement, Mr. Nelson was paid his base salary through April 12, 2024; however, no bonus, paid time off or other compensation will be earned following the Separation Date. Mr. Nelson will also be paid for unused vacation time on April 12, 2024. In exchange for entering into the Separation Agreement and entering into a general release and waiver agreement, the Company will, in addition to the release of Mr. Nelson from certain claims as set forth in the Separation Agreement, (i) accelerate and fully vest Mr. Nelson’s 16,687 unvested restricted shares on March 31, 2024, and (ii) for a period through the sixth anniversary of the Separation Date, maintain customary directors and officers insurance coverage for Mr. Nelson covering his acts or omissions while an officer and director of the Company. Furthermore, for a period of three years following the Separation Date, with respect to all matters presented to the Company’s stockholders, Mr. Nelson agrees to vote all of his shares of Common Stock in the same manner as recommended by the Board. Mr. Nelson’s entitlement to the foregoing is conditioned on his continued compliance with certain restrictive covenants set forth in the Separation Agreement, which include confidentiality, non-disparagement, non-solicitation and non-competition covenants set forth in the Separation Agreement and the Nelson Employment Agreement. Employment Agreement with Christopher J. Masterson.

  27. Employment Agreements

    On December 20, 2023, we entered into an employment agreement with Christopher J. Masterson (the “Masterson Employment Agreement”), setting forth the terms upon which Mr. Masterson serves as the Company’s chief financial officer. Under the Masterson Employment Agreement, Mr. Masterson’s base salary is $425,000, and he is eligible for an annual bonus, equity and equity-based awards, and employee benefits available to similarly-situated employees of the Company, including reimbursement for payment of Mr. Masterson’s costs of maintaining professional licenses, including the costs of complying with any applicable continuing education requirements. Upon certain terminations of Mr. Masterson’s employment, in addition to payment of any accrued but unpaid base salary and other accrued amounts, Mr. Masterson (or his estate) will be entitled to the following, subject to execution of an effective release of claims, (1) if the termination is by reason of death or disability, payment of any accrued but unpaid annual bonus for any previously completed fiscal year; a prorated annual bonus for the year in which the termination occurs measured at target if the termination occurs during the first quarter of the applicable fiscal year and measured based on actual performance through the date of termination if the termination occurs after the first quarter of the applicable fiscal year; accelerated vesting of all then-outstanding RSUs; and accelerated vesting of all then-outstanding performance-based equity or equity-based awards based on performance through the end of the applicable performance period(s) and prorated for the period of partial employment, and (2) if the termination is by the Company without “cause” (as defined in the agreement) or by Mr. Masterson for “good reason” (as defined in the agreement), payment of the accrued and prorated bonuses as described in (1) accelerated vesting of the then-outstanding RSUs that would have vested upon the next vesting date that follows such termination; the performance-based vesting as described in (1), and cash severance equal to one times the sum of annual base salary and average annual bonus for the two years immediately preceding the date of termination, paid in substantially equal installments over the 12-month period immediately following the date of termination. However, if Mr. Masterson’s termination by the Company is without “cause” or is by Mr. Masterson for “good reason” during the “change in control period” (as defined in the agreement) and generally spanning the 60 or 180-day period prior to and the 12 or 24-month period following a “change in control”, Mr. Masterson’s termination benefits will be enhanced so that he will be entitled to full vesting of his then-outstanding RSUs; vesting of performance-based equity or equity-based awards will be based on performance through the “change in control” and will not be prorated based on the period of partial employment; and Mr. Masterson’s cash severance will equal 1.5 times the sum of annual base salary and average annual bonus for the two years immediately preceding the date of termination. The Masterson Employment Agreement also contains customary confidentiality, cooperation and non-disparagement covenants and 12-month post-termination non-competition and non-solicitation covenants. Employment Agreement of Jesse C. Galloway. On September 18, 2023, we entered into an employment agreement with Jesse C. Galloway (the “Galloway Employment Agreement”), setting forth the terms upon which Mr. Galloway serves as the Company’s executive vice president and general counsel. Under the Galloway Employment Agreement, Mr. Galloway’s base salary is $550,000, and he is eligible for an annual bonus and equity-based awards, and employee benefits available to senior executives of the Company including, reimbursement for legal fees incurred in connection with the drafting and negotiation of the Galloway Employment Agreement (up to $20,000) and payment of Mr. Galloway’s costs of maintaining professional licenses, including the costs of complying with any applicable continuing education requirements. Upon certain terminations of Mr. Galloway’s employment, in addition to payment of any accrued but unpaid base salary and other accrued amounts, Mr. Galloway (or his estate) will be entitled to the following, subject to execution of an effective release of claims (1) if the termination is by reason of death or disability, payment of any accrued but unpaid annual bonus for any previously completed fiscal year; the a prorated annual bonus for the year in which such termination occurs measured at target if the termination occurs during the first quarter of the applicable fiscal year and measured based on actual performance through the date of termination if the termination occurs after the first quarter of the applicable fiscal year; accelerated vesting of all then-outstanding time-based equity or equity-based awards and accelerated vesting of all then-outstanding performance-based equity or equity-based awards based on performance through the end of the applicable performance period(s) and prorated for the period of partial employment, and (2) if the termination is by the Company without “cause” (as defined in the agreement) or by Mr. Galloway for “good reason” (as defined in the agreement), payment of the accrued bonus; the pro-rata bonus; the vesting benefits as described in (1), cash severance equal to one times the sum of annual base salary and average annual bonus for the two years immediately preceding the date of termination unless the date of termination occurs on or prior to September 18, 2025, in which case Mr. Galloway will be entitled to an amount equal to the annual bonus at target for the calendar year in which the date of termination occurs, paid in substantially equal installments over the 12-month period immediately following the date of termination; and if Mr. Galloway elects to receive continued coverage under one or more of the Company’s group healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), payment of the Company’s portion of COBRA continuation coverage for a period commencing on the date of termination and ending upon the 12-month anniversary of the date of termination. However, if Mr. Galloway’s termination by the Company is without “cause” or is by Mr. Galloway for “good reason” during the “change in control period” (as defined in the agreement) and generally spanning the 60 or 180-day period prior to and the 12 or 24-month period following a “change in control”, Mr. Galloway’s termination benefits will be enhanced so that he will be entitled to full vesting of his then-outstanding time-based equity or equity-based awards; accelerated vesting of performance-based equity or equity awards based on performance through the “change in control” and will not be prorated based on the period of partial employment; and Mr. Galloway’s cash severance will equal two times the sum of annual base salary and average annual bonus for the two years immediately preceding the date of termination or, if such termination occurs prior to September 18, 2025, the target annual bonus for the calendar year in which the date of termination occurs. The Galloway Employment Agreement also contains customary confidentiality, cooperation and non-disparagement covenants and 12-month post-termination non-competition and non-solicitation covenants.

  28. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the compensation of the Company’s NEOs for each of the fiscal years ended December 31, 2023, 2022, and 2021, respectively, as applicable. For purposes of this table, the Company’s NEOs for 2023 were its two co-chief executive officers during 2023, its chief financial officer, treasurer and secretary, and its executive vice president, and general counsel. As discussed in greater detail under the heading “Introductory Note”, above, prior to fiscal year 2023, the Company was an externally managed REIT, did not employ its NEOs and the majority of its NEOs’ compensation was paid by the GNL Advisor. During fiscal year 2023, the Company merged with RTL and thereafter internalized its advisory and management functions such that, as of December 31, 2023, the Company directly employed its NEOs and other employees. The summary of compensation for fiscal year 2023 reflected in the below table reflects compensation following the Mergers. In accordance with rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from the following tables.

  29. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | All Other Compensation(4) | Total $ | | Edward M. Weil, Jr., Chief Executive Officer and President(5) | 2023 | $519,683 | $1,008,757 | $3,464,664 | $47,885 | $5,040,989 | | James L. Nelson, Co-Chief Executive Officer and President(6) | 2023 | 1,393,269 | — | — | 43,997 | 1,437,266 | | | 2022 | — | — | 500,175 | 52,445 | 552,620 | | | 2021 | — | — | 499,324 | 26,220 | 525,544 | | Christopher J. Masterson, Chief Financial Officer, Treasurer and Secretary(7) | 2023 | 90,096 | 628,827 | 1,947,518 | 111,232 | 2,777,714 | | | 2022 | — | — | 440,325 | 67,449 | 507,774 | | | 2021 | — | — | 399,364 | 22,506 | 421,870 | | Jesse C. Galloway, Executive Vice President and General Counsel(8) | 2023 | 137,500 | 317,037 | 995,046 | 22,208 | 1,471,791 |

  30. 2023 Summary Compensation Table

    (1) Amounts shown represent salary paid following the Mergers. Prior to the Mergers, Messrs. Nelson and Masterson were paid in respect of Company services by the GNL Advisor. Mr. Galloway commenced employment with the Company on September 18, 2023. The annualized 2023 salaries for Messrs. Weil, Nelson, Masterson and Galloway are $2.0 million, $5.25 million, $425,000 and $550,000, respectively. (2) Amounts shown represent cash payments and grants of RSUs under the Company’s discretionary annual bonus plan, which were paid/granted in March 2024 for performance in 2023, with a portion of the value of the award equal to $500,000, $212,500, and $157,143, for each of Messrs. Weil, Masterson and Galloway, respectively, delivered in cash and the remainder of the award value delivered in RSUs. (3) Amounts in the Stock Awards column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, with respect to awards of restricted shares, RSUs and PSUs under the 2021 Equity Plan for awards granted in 2021, 2022 and 2023 (PSUs were only granted in 2023). For details of the individual grants of restricted shares, RSUs and PSUs during 2023, please see the Grants of Plan-Based Awards table below. The assumptions on which these valuations are based are set forth in Note 13 to the consolidated financial statements included in the 2023 Annual Report on Form 10-K. (4) The All Other Compensation column reflects (i) dividends on unvested RSAs of approximately $43,997 and $111,232 for Messrs. Nelson and Masterson, respectively; (ii) reimbursement for travel allowance for Messr. Weil of approximately $47,885, (iii) other travel reimbursements to Messer. Galloway of approximately $3,008 and (iv) reimbursement of certain legal fees to Messer Galloway of approximately $19,200. (5) Mr. Weil commenced employment with the Company on September 12, 2023. Pursuant to Mr. Weil’s employment agreement, he is entitled to an annual base salary of $2.0 million. On September 12, 2023, the Company assumed Mr. Nelson’s employment agreement, pursuant to which Mr. Nelson is entitled to an annual base salary of $5.25 million. Mr. Nelson resigned from his position as Co-Chief Executive Officer and President effective March 31, 2024. On December 20, 2023, the Company entered into an employment agreement with Mr. Masterson, pursuant to which Mr. Masterson is entitled to an annual base salary of $425,000, effective November 7, 2023. (8) Mr. Galloway commenced employment with the Company on September 18, 2023. Pursuant to Mr. Galloway’s employment agreement, he is entitled to an annual base salary of $550,000.

  31. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table sets forth information with respect to awards granted to our NEOs under the Global Net Lease, Inc. AIP and the 2021 Equity Plan during the fiscal year ended December 31, 2023.

  32. Grants of Plan-Based Awards for Fiscal Year 2023

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards ($)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(3) | | | All Other Stock Awards: Number of Shares of Stock and Number of Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name(1) | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Edward M. Weil, Jr. | 11/29/2023 | | | | | | | 125,994 | $1,110,007 | | | 11/29/2023 | | | | 107,265 | 214,529 | 589,955 | | 2,354,657 | | | | | $1,000,000 | $2,000,000 | | | | | | | Christopher J. Masterson | 6/16/2023 | | | | | | | 40,000 | 420,800 | | | 11/29/2023 | | | | | | | 46,198 | 407,004 | | | 11/29/2023 | | | | | | | 29,096 | 256,336 | | | 11/29/2023 | | | | 39,331 | 78,661 | 216,317 | | 863,378 | | | | $361,250 | 675,750 | 998,750 | | | | | | | Jesse C. Galloway | 11/29/2023 | | | | | | | 30,449 | 268,256 | | | 11/29/2023 | | | | | | | 17,905 | 157,743 | | | 11/29/2023 | | | | 25,923 | 51,845 | 142,573 | | 569,047 | | | | 660,000 | 1,100,000 | 1,650,000 | | | | | |

  33. Grants of Plan-Based Awards for Fiscal Year 2023

    (1) The Company did not grant any plan-based awards to Mr. Nelson during the fiscal year ended December 31, 2023. (2) Represents potential cash payments under the Company’s AIP, as described under “Annual Cash Incentives” in the Compensation Discussion and Analysis section above. The amounts shown for Threshold represent the achievement of the minimum level of performance based on performance against pre-established goals, without any modification, based on the achievement of certain predetermined strategic goals, as described under Annual Cash Incentives in the Compensation Discussion and Analysis section above. Under the Weil Employment Agreement, Mr. Weil’s minimum bonus opportunity is $1.0 million; however, Mr. Weil has the opportunity to receive a bonus in excess of this amount in the event of out-performance. Mr. Weil’s employment agreement further provides for payment of the bonus 50% in cash and 50% in equity which may be subject to vesting in equal monthly installments with 100% fully vested by April 30, 2025. Under the Galloway Employment Agreement, Mr. Galloway’s bonus is paid 50% in cash and 50% in equity which may be subject to vesting in three equal installments over the three anniversaries of the grant date, generally subject to his continued service through the applicable vesting date. (3) Reflects awards of PSUs under the 2021 Equity Plan. The underlying shares of Common Stock may be paid out (if any) within 75 days following the earliest of the last day of the applicable performance period (2023 – 2026) or certain earlier termination events, depending on the achievement of specified criteria, as described in the “Long-Term Incentive Plan Awards” section in the Compensation Discussion and Analysis section above. Dividend equivalents, in amounts equal to the ordinary dividends paid on the shares of Common Stock underlying the PSUs, are accrued and paid after the end of the performance cycle in cash, but only to the extent that the shares underlying the PSUs become vested. Reflects awards of RSUs under the 2021 Equity Plan which provide for vesting in three equal installments annually commencing October 1, 2023, other than the June 16, 2023, grant to Mr. Masterson, which also reflects an award of restricted shares under the 2021 Equity Plan in June of 2023, which provides for vesting in four equal installments annually commencing June 12, 2023. Dividend equivalents, in amounts equal to the ordinary dividends paid on the shares of Common Stock underlying the RSUs, are accrued and paid when the shares underlying the RSUs become vested. The grant date fair value is calculated in accordance with FASB ASC Topic 718, disregarding estimates of forfeitures. For additional information on the valuation assumptions, please refer to Note 13 to the consolidated financial statements included in the 2023 Annual Report on Form 10-K.

  34. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2023. All market values are based on the $9.95 closing price per share of the Common Stock on December 29, 2023, the last trading day prior to fiscal year 2023 year-end.

  35. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of RSUs or Restricted Shares That Have Not Vested (#) | Market Value of RSUs or Restricted Shares That Have not Vested ($) | Equity Incentive Plan Awards: Number of PSUs that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned PSUs that have not Vested ($) | | Edward M. Weil, Jr. | 11/29/2023(1) | 125,994 | $1,253,640 | 107,265 | $1,067,287 | | James L. Nelson | 10/7/2020(2) | 3,575 | 35,571 | | | | | 6/24/2021(3) | 13,112 | 130,459 | | | | Christopher J. Masterson | 10/7/2020(2) | 3,038 | 30,223 | | | | | 6/24/2021(3) | 10,488 | 104,351 | | | | | 4/25/2022(4) | 23,175 | 230,591 | | | | | 6/16/2023(5) | 40,000 | 398,000 | | | | | 11/29/2023(1) | 46,198 | 459,670 | 39,331 | 391,343 | | | 11/29/2023(1)(6) | 29,096 | 289,505 | | | | Jesse C. Galloway | 11/29/2023(1) | 30,449 | 302,968 | 25,923 | 257,934 | | | 11/29/2023(1)(6) | 17,905 | 178,155 | | |

  36. Outstanding Equity Awards at Fiscal Year-End

    (1) RSUs vest in three equal annual installments beginning on the first anniversary of October 1, 2023. PSUs are shown under Equity Incentive Plan Awards column and in accordance with SEC rules reflect the Threshold amount of PSUs that may be earned. PSUs vest at the end of a three-year performance period subject to achievement of performance metrics. (2) Represents restricted shares which vest in four equal annual installments beginning on the first anniversary of September 15, 2020. (3) Represents restricted shares which vest in four equal annual installments beginning on the first anniversary of May 3, 2021. (4) Represents restricted shares which vest in four equal annual installments beginning on the first anniversary of April 25, 2022. (5) Represents restricted shares which vest in four equal annual installments beginning on the first anniversary of June 12, 2023. These RSU awards represent one-time grants, as discussed in Compensation Discussion and Analysis above, in respect of the NEOs’ continuing efforts overseeing the Company’s transition to internalized management following the Mergers. The RSUs vest in three equal annual installments beginning on the first anniversary of October 1, 2023.

  37. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table contains information about shares of Common Stock acquired by the NEOs upon the vesting of restricted shares during fiscal year 2023. The Company did not have any stock options outstanding in fiscal year 2023.

  38. Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Edward M. Weil, Jr. | — | $— | — | $— | | James L. Nelson | — | — | 10,131 | 112,493 | | Christopher J. Masterson | — | — | 16,006 | 177,642 | | Jesse C. Galloway | — | — | — | — |

  39. Option Exercises and Stock Vested

    (1) Includes the restricted shares that vested on April 25, 2023 (for Mr. Masterson only), May 3, 2023, and September 15, 2023, under the restricted share awards granted on April 25, 2022, June 24, 2021, and October 7, 2020, respectively. (2) The Value Realized on Vesting is equal to the product of and number of restricted shares that vested on the applicable vesting date and the closing prices of the Common Stock on such dates.

  40. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Pursuant to their individual employment agreements, each of the NEOs is entitled to cash severance, benefits, and in certain cases acceleration of vesting of equity awards upon termination of their employment with the Company and in certain cases change in control of the Company, as described in greater detail below. The Company does not have any tax gross-up commitment under equity award agreements issued to the NEOs in the event that any portion of severance benefits or equity award acceleration, as applicable, results in the NEO becoming liable for payment of a parachute payment excise tax. The following table sets forth the amounts each NEO would have received upon termination of employment with the Company as of December 31, 2023 for each of the hypothetical reasons detailed below. The amounts set forth in the table assume that a termination event occurred on December 31, 2023, and that the value of the Common Stock was $9.95 per share, based on the closing price of the Common Stock on December 29, 2023, the last trading day prior to fiscal year 2023 year-end; however, the actual amounts that would be payable in these circumstances can only be determined at the time of the executive’s separation and may differ from the amounts set forth in the table below.

  41. Potential Payments Upon Termination or Change-in-Control

    | Name | Reason for Payment | Salary- Related Payments | Bonus-Related Payments | Accelerated Vesting of Equity Awards | Other Benefits | Total | | Edward M. Weil, Jr. | Termination by reason of death or disability(1) | $2,657,534 | $1,000,000 | $3,388,204 | $— | $7,045,738 | | | Termination by the Company without cause, by Mr. Weil for good reason or due to the Company’s non-renewal of the employment term(1) | 2,657,534 | 1,000,000 | 3,388,204 | 248,832(2) | 7,294,570 | | James L. Nelson | Termination by the Company without cause(3) | 1,495,890 | — | — | — | 1,495,890 | | | Change in Control(4) | — | — | 83,017 | — | 83,017 | | Christopher J. Masterson | Termination by reason of death or disability(5) | — | 212,500 | 814,398 | — | $1,026,898 | | | Termination by the Company without cause or by Mr. Masterson for good reason(6)(7) | 425,000 | 212,500 | 314,948 | — | 952,448 | | | Termination by the Company without cause or by Mr. Masterson for good reason in connection with a change in control(8)(9) | 637,500 | 318,750 | 1,531,852 | — | 2,488,102 | | | Change in control(4) | — | — | 381,583 | — | 381,583 | | Jesse C. Galloway | Termination by reason of death or disability(5) | — | 1,100,000 | 524,110 | — | 1,624,110 | | | Termination by the Company without cause or by Mr. Galloway for good reason, or due to the Company’s non-renewal of the employment term(10) | 550,000 | 1,100,000 | 524,110 | 29,232 | 2,203,342 | | | Termination by the Company without cause, by Mr. Galloway for good reason or due to the Company’s non-renewal of the employment term in connection with a change in control(11) | 1,100,000 | 2,200,000 | 996,980 | 43,848 | 4,340,828 |

  42. Potential Payments Upon Termination or Change-in-Control

    Represents base salary continuation through April 30, 2025, target bonus for 2023 (paid 50% in cash and 50% in equity) and accelerated vesting of all equity or equity-based awards. The value of the PSUs reflected in the table is based on the achievement of the Target level of performance, tested at the end of the performance period. (2) Represents continuation of monthly travel allowance and healthcare benefits through April 30, 2025. (3) Represents base salary continuation through April 14, 2024. (4) Represents vesting of 50% of then unvested restricted shares, in accordance with applicable restricted share award agreements. (5) The Bonus-Related Payments column represents the average of Mr. Masterson’s bonuses over the last two years, and 100% of Mr. Galloway’s target bonus. Mr. Galloway’s bonus would be paid 50% in cash and 50% in Common Stock. The Accelerated Vesting of Equity Awards column represents accelerated vesting of all RSUs and accelerated vesting of all performance-based equity or equity-based performance awards, determined based on actual performance at the end of the performance period and pro-rated for the time employed during the performance period. The value of the PSUs reflected in the table is based on the achievement of the target level of performance for the period employed in the year ended December 31, 2023. (6) The Salary-Related Payments column represents 100% of Mr. Masterson’s base salary and the Bonus-Related Payments column represents the average of his bonuses over the last two years. (7) The Accelerated Vesting of Equity Awards column represents accelerated vesting of RSUs that would be earned at the next vesting date after termination and accelerated vesting of all performance-based equity or equity-based performance awards, determined based on actual performance and pro-rated for the time employed during the performance period. The value of the PSUs reflected in the table is based on the achievement of the target level of performance for the period employed in the year ended December 31, 2023. The Salary-Related Payments column represents 150% of Mr. Masterson’s base salary and the Bonus-Related Payments column represents 150% of the average of his bonuses over the last two years. The Accelerated Vesting of Equity Awards column represents accelerated vesting of all RSUs and accelerated vesting of all performance-based equity or equity-based performance awards, determined based on actual performance at the end of the performance period without proration. The value of the PSUs reflected in the table is based on the achievement of the target level of performance. (10) The Salary-Related Payments column represents 100% of Mr. Galloway’s base salary; the Bonus-Related Payments column represents 100% of Mr. Galloways target bonus (to be paid 50% in cash and 50% in Common Stock) and the Other Benefits column represents 12 months of Company subsidized COBRA coverage. The Accelerated Vesting of Equity Awards column represents accelerated vesting of all RSUs and accelerated vesting of all performance-based equity or equity-based performance awards, determined based on actual performance at the end of the performance period and pro-rated for the time employed during the performance period. The value of the PSUs reflected in the table is based on the achievement of the target level of performance for the period employed in the year ended December 31, 2023. (11) The Salary-Related Payments column represents two times Mr. Galloway’s base salary; the Bonus-Related Payments column represents two times Mr. Galloways target bonus (to be paid 50% in cash and 50% in Common Stock) and the Other Benefits column represents 18 months of Company subsidized COBRA coverage. The Accelerated Vesting of Equity Awards column represents accelerated vesting of all RSUs and accelerated vesting of all performance-based equity or equity-based performance awards, determined based on actual performance at the time of a change in control without proration. The value of the PSUs reflected in the table is based on the achievement of the target level of performance.

  43. Pay Ratio

    Pay Ratio As described above, prior to the Mergers we only had one employee based in Europe and the only annual compensation received by our chief executive officer from us was a grant of restricted shares. This grant did not reflect the salary, bonus and other benefits earned by, or paid to, him, which were determined by AR Global, the former parent company of the GNL Advisor. Because we only instituted a formal compensation structure applicable to the chief executive officer and our employees in connection with the Mergers in September 2023, a ratio of the compensation our chief executive officer to our median employee would not be meaningful and has not been included in this Proxy Statement in reliance on Item 402(u) of Regulation S-K, Instruction 7(2) which permits a registrant to omit any employees that became its employees as a result of a business combination for the fiscal year in which the transaction becomes effective. In connection with the Mergers, approximately 76 individuals became employes of the Company and are being excluded from the Company’s employees for purposes of the pay ratio disclosure requirements for fiscal year 2023, the fiscal year in which the business combination occurring as a result of the Mergers became effective. For the proxy statement for our 2025 Annual Meeting of Stockholders we will include pay ratio disclosure on the ratio of the annual total compensation of our chief executive officer to the median of the total annual compensation of all of our employees (excluding our chief executive officer) as required pursuant to Item 402(u) of Regulation S-K.

  44. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Act, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officers or “PEOs” and “compensation actually paid” to our non-PEO NEOs, and the financial performance of the Company during the years ended December 31, 2023, 2022, 2021 and 2020, respectively, in each case calculated in a manner consistent with SEC rules.

  45. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On(5): | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(3) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Total Stockholder Return | Peer Group Total Stockholder Return | Net Loss Attributable to Common Stockholders (in thousands) | | 2023 | $5,040,989 | $5,680,921 | $1,437,266 | $1,378,690 | $2,124,752 | $2,274,935 | $80.03 | $111.46 | $(239,348) | | 2022 | — | — | 552,620 | 462,027 | 507,774 | 382,037 | 86.50 | 99.58 | (8,363) | | 2021 | — | — | 525,544 | 405,202 | 421,870 | 324,536 | 93.15 | 131.65 | (8,698) | | 2020 | — | — | 254,683 | 250,822 | 216,392 | 213,111 | 95.13 | 93.69 | (7,775) |

  46. PAY VERSUS PERFORMANCE DISCLOSURE

    (1) Mr. Edward M. Weil, Jr., is the PEO reflected in these columns for the fiscal year ended December 31, 2023. Mr. Weil commenced employment with the Company on September 12, 2023. (2) Mr. James L. Nelson is the PEO reflected in these columns for the fiscal years ended December 31, 2023, 2022, 2021 and 2020, respectively. (3) Compensation actually paid or “CAP” to our PEOs and Non-PEO NEOs is calculated based on the “Total Compensation” reported in the Summary Compensation Table above for each of the applicable fiscal years, adjusted to exclude and include certain items in accordance with Item 402(v) of Regulation S-K as shown below. (4) Mr. Christopher J. Masterson is the only non-PEO NEO reflected in these columns for fiscal years 2022, 2021 and 2020, and our only non-PEO NEO for those covered fiscal years. Mr. Masterson is the Company’s Chief Financial Officer, Treasurer and Secretary. Mr. Jesse C. Galloway and Mr. Masterson are the only non-PEO NEOs reflected in these columns for fiscal year 2023. Mr. Galloway is the Company’s executive vice president and general counsel. (5) Represents cumulative total return to holders of our Common Stock against the cumulative total return of our peer entities, represented by FTSE NAREIT Equity Index (“NAREIT Index”) from December 31, 2019 (the last trading day before fiscal year 2020) through December 29, 2023 (the last trading day of the covered period), calculated from the market close on the last trading day before fiscal year 2020 through and including the end of each applicable fiscal year in the table above for which the total stockholder return (“TSR”) is being calculated. The TSR for each investment assumes that $100 was invested in our Common Stock and the respective index on December 31, 2019 through December 31, 2023, including reinvestment of any dividends. PEO SCT Total to CAP Reconciliation — Edward M. Weil, Jr.

  47. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | Additions to SCT Total(2) | | | | | Fiscal Year | SCT Total | Deductions from SCT Total(1) | Fair Value of Current Year Equity Awards(3) | Change in Fair Value of Prior Years’ Awards Unvested | Change in Fair Value of Prior Years’ Awards that Vested | CAP | | 2023 | $5,040,989 | $3,464,664 | $4,104,597 | $— | $— | $5,680,921 |

  48. PAY VERSUS PERFORMANCE DISCLOSURE

    PEO SCT Total to CAP Reconciliation — James L. Nelson

  49. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | Additions to SCT Total(2) | | | | | Fiscal Year | SCT Total | Deductions from SCT Total(1) | Fair Value of Current Year Equity Awards(3) | Change in Fair Value of Prior Years’ Awards Unvested(3) | Change in Fair Value of Prior Years’ Awards that Vested(3) | CAP | | 2023 | $1,437,266 | $— | $— | $(43,719) | $(14,857) | $1,378,690 | | 2022 | 552,620 | 500,175 | 500,175 | (72,679) | (17,914) | 462,027 | | 2021 | 525,544 | 499,324 | 400,718 | (19,949) | (1,787) | 405,202 | | 2020 | 254,683 | 248,963 | 245,102 | — | — | 250,822 |

  50. PAY VERSUS PERFORMANCE DISCLOSURE

    Average Non-PEO NEOs SCT Total to CAP Reconciliation

  51. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | Additions to SCT Total(2) | | | | | Fiscal Year | SCT Total | Deductions from SCT Total(1) | Fair Value of Current Year Equity Awards(3) | Change in Fair Value of Prior Years’ Awards Unvested(3) | Change in Fair Value of Prior Years’ Awards that Vested(3) | CAP | | 2023 | $2,124,752 | $1,471,282 | $1,681,320 | $(48,077) | $(11,778) | $2,274,935 | | 2022 | 507,774 | 440,325 | 388,413 | (59,095) | (14,730) | 382,037 | | 2021 | 421,870 | 399,364 | 320,498 | (16,949) | (1,519) | 324,536 | | 2020 | 216,392 | 211,532 | 208,251 | — | — | 213,111 |

  52. PAY VERSUS PERFORMANCE DISCLOSURE

    (1) Represents the grant date fair value of equity-based awards granted each year. The fair values of equity compensation, including such amounts described in the tables above, are calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in Note 13 to the Company’s financial statements for fiscal year 2023 contained in our 2023 Annual Report on Form 10-K. The amounts shown in the table reflect the total fair value on the date of grant and do not necessarily reflect the actual value, if any, that may be realized by the NEOs. (2) We did not report a change in pension value for any of the years reflected in this table because the Company does not maintain a defined benefit or actuarial pension plan and therefore a deduction from SCT related to such pension plans is not needed. (3) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The fair values of equity compensation, including such amounts described in the tables above, are calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in Note 13 to the Company’s financial statements for fiscal year 2023 contained in our 2023 Annual Report on Form 10-K. The amounts shown in the table reflect the total fair value on the applicable date(s) listed in the table above, and do not necessarily reflect the actual value, if any, that may be realized by the applicable NEO.

  53. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our Board of Directors is currently comprised of nine directors, eight of whom are independent directors. Our Bylaws require us to have at least one director, which is the minimum number required by the MGCL, but not more than 15 directors. As part of the REIT Merger, we began the process of declassifying our Board. See “Introductory Note” above. At the 2024 Annual Meeting, seven persons will stand for election. The Board has nominated and recommended for election Dr. Antone, Ms. Kabnick, and Messrs. Kauffman, Monahan, Perla and Weil and Governor Rendell (individually a “Nominee” and collectively the “Nominees”). Ms. Perrotty and Mr. Michelson will serve until the 2025 Annual Meeting and until their respective successors are duly elected and qualify. The proxy holders named on the proxy card intend to vote “FOR” the election of each of the Nominees. The election of each Nominee requires the affirmative vote of a plurality of all the votes cast at the Annual Meeting, provided that a quorum is present. Withhold votes and broker non-votes, if any, will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. We know of no reason why any of the Nominees will be unable to serve if elected. If, at the time of the Annual Meeting, any Nominee should become unable to serve, shares represented by the proxies will be voted “FOR” any substitute Nominee designated by the Board of Directors. No proxy will be voted for a greater number of persons than the number of Nominees described in this Proxy Statement. Vote Required. If a quorum is present, director nominees will be elected by a plurality of the votes of shares present and entitled to vote. Accordingly, the nominees who receive the largest number of votes actually cast will be elected. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE, TO SERVE UNTIL THE COMPANY’S 2025 ANNUAL MEETING AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY.