DEF 14A of Global Net Lease, Inc., Apr 8, 2025

DEF 14A of Global Net Lease, Inc.

Filed Apr 8, 2025 · FY20240001140361-25-012840

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 expires at the 2026 Annual Meeting. 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 | 71 | Independent Director, Non-Executive Chair | 2015 | | Edward M. Weil, Jr. | 58 | Director, Chief Executive Officer & President | 2017 | | Dr. M. Therese Antone | 85 | Independent Director, Compensation Committee Chair | 2020 | | Lisa D. Kabnick | 69 | Independent Director | 2023 | | Robert I. Kauffman(1) | 61 | Independent Director, Finance Committee Chair | 2024 | | Leslie D. Michelson | 74 | Independent Director, Nominating and Corporate Governance Committee Chair | 2023 | | Michael J.U. Monahan(2) | 67 | Independent Director | 2024 | | Stanley R. Perla | 81 | Independent Director, Audit Committee Chair | 2023 | | Edward G. Rendell | 81 | Independent Director | 2012 | | Leon C. Richardson(3) | 63 | Independent Director | 2025 | | Executive Officers (not listed above) | | | | | Jesse C. Galloway | 51 | Executive Vice President, General Counsel | N/A | | Christopher J. Masterson | 42 | Chief Financial Officer, Treasurer and Secretary | N/A | | Ori Kravel(4) | 36 | Chief Operating Officer | N/A |

  3. Board of Directors and Executive Officers

    | (1) Mr. Kauffman became a Director in March 2024. |

  4. Board of Directors and Executive Officers

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

  5. Board of Directors and Executive Officers

    | (3) Mr. Richardson became a Director in March 2025. |

  6. Board of Directors and Executive Officers

    | (4) Mr. Kravel became Chief Operating Officer in January 2025. |

  7. 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, Global Net Lease Advisors, LLC (the “GNL Advisor”) and Global Net Lease Properties, LLC (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 The Necessity Retail REIT, Inc. (“RTL”) and as chief executive officer and president of RTL and Necessity Retail Advisors, LLC (the “RTL Advisor”) and Necessity Retail Properties, LLC (the “RTL Property Manager”) from November 2015 until the Internalization; 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 National Healthcare Properties, Inc. (“NHP”), a real estate investment trust focused on healthcare real estate, since October 2016 and as chief executive officer of NHP 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

  8. Nominees for Directors

    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 RTL merger in September 2023. Ms. Kabnick is a Retired Partner and was a senior advisor for Troutman Pepper Locke LLP (formerly known as Troutman Pepper LP and 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 has been chair of the board since June 2024 and vice-chair and chair of the audit/finance committee since April 2016. From April 2016 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. From April 2001 through December 2024, Ms. Kabnick was 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 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. (“CBRE”) 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

  9. Nominees for Directors

    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 GTJ REIT, Inc. since January 2013 and currently chairs the audit committee. Mr. Perla previously served as an independent director of Hospitality Investors Trust, Inc. (formerly known as American Realty Capital Hospitality Trust, Inc.) from January 2014 to June 2021, as a member of the board of directors and the chair of the audit committee of Madison Harbor Balanced Strategies, Inc. from January 2004 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 makes 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 RTL merger in September 2023. Governor Rendell has served as an independent director of NHP 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. 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 RTL 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 NHP 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 multi hospital regional, integrated healthcare provider 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, retiring in February, 2025 and returning to the board of Tower Health. 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

  10. Nominees for Directors

    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 BAC Services in Brick, New Jersey since April 2011. Ms. Perrotty had a 28 year career in banking prior to retiring as Executive Vice President and head of Global Operations for First Union Corp in 2002. Ms. Perrotty served in the cabinet of Governor Edward G. Rendell as chief of staff to First Lady, Judge Marjorie Rendell from November 2002 through August 2008. Ms. Perrotty currently serves as chair of the Olivet Boys and Girls Club, and previously served as 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. Leon C. Richardson Mr. Richardson has served as an independent director of the Company since March 2025. He is the Founder, President, and Chief Executive Officer of The Chemico Group, the largest minority-owned, veteran-owned chemical management and distribution company in the United States. The Chemico Group is a Tier 1 supplier to automotive original equipment manufacturers (OEMs) and has also established a strong presence in the aerospace, biopharmaceutical, electronics, and government sectors. A passionate champion for Minority Business Enterprise (MBE) development, Mr. Richardson has served as a board member of the National Minority Supplier Development Council (NMSDC) for over 15 years. For six of those years, he chaired the Minority Business Input Committee, which oversees growth and expansion initiatives for approximately 1,200 minority-owned businesses. Mr. Richardson also serves on the Stellantis Advisory Council and the GM Supplier Inclusion Board and has co-chaired the GM Supplier Council. In recognition of his efforts, he has received numerous accolades, including: GM African Ancestry Network’s Lifetime Achievement Award (2022); Automotive News Notable Champion of Diversity (2021); MMSDC MBE Luminary of the Year (2020); MMSDC President’s Award (2016); MMSDC Diamond Award (four-time recipient); Congressional Black Caucus Distinguished Corporate Citizens Award (2015); NAACP Volunteer Award (2014); Rainbow PUSH Living Legend Award (2014); and Results Mentoring Industry Award (2016). Committed to community investment, Mr. Richardson has served as a board member for Michigan Strategic Fund since May 2023 and Grow Michigan since January 2025. He also previously served as chairman of the National Association of Black Suppliers, was a former board member of the Rainbow PUSH Coalition, Supplier Partnerships for the Environment, and the Chemical Management Suppliers Forum. A United States Marine Corps veteran, he pursued a Business Management degree at the Detroit College of Business and completed executive management programs at the Tuck School of Business at Dartmouth College and the Ross School of Business at the University of Michigan. Our Board of Directors believes that Mr. Richardson’s experience as an executive officer and director, as well as his other business experience, makes him well qualified to serve as a member of our Board of Directors.

  11. 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 10 meetings during the year ended December 31, 2024. 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 2024 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, finance, compensation and nominating and corporate governance committees.

  12. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  13. Director Compensation Program

    Director Compensation Program 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 receives a grant of RSUs 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. 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 10.51 to the 2024 Annual Report. 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, 2024:

  14. Director Compensation Program

    | 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 | $132,921 | $130,000 | — | — | — | — | $262,921 | | Lisa D. Kabnick | $117,848 | $130,000 | — | — | — | — | $247,848 | | Robert I. Kauffman(2) | $47,866 | $130,000 | — | — | — | — | $177,866 | | Leslie D. Michelson | $140,348 | $130,000 | — | — | — | — | $270,348 | | Michael J.U. Monahan(3) | $50,592 | $130,000 | — | — | — | — | $180,592 | | James L. Nelson(4) | — | — | — | — | — | — | — | | Stanley R. Perla | $136,750 | $130,000 | — | — | — | — | $266,750 | | P. Sue Perrotty | $184,911 | $130,000 | — | — | — | — | $314,911 | | Edward G. Rendell | $142,214 | $130,000 | — | — | — | — | $272,214 | | Edward M. Weil, Jr.(4) | — | — | — | — | — | — | — | | Leon C. Richardson(5) | — | — | — | — | — | — | — |

  15. Director Compensation Program

    | (1) Amounts reflect the aggregate grant date fair value of the awards. There were no option awards, non-equity incentive compensation, or non-qualified deferred compensation granted to the non-employee directors during fiscal year 2024. All RSUs granted to independent directors on June 13, 2024 will vest on May 22, 2025. |

  16. Director Compensation Program

    | (2) Mr. Kauffman became a director in March 2024. |

  17. Director Compensation Program

    | (3) Mr. Monahan became a director in February 2024. |

  18. Director Compensation Program

    | (4) 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. |

  19. Director Compensation Program

    | (5) Mr. Richardson became a director in March 2025. |

  20. Our Compensation Philosophy and Recent Compensation Enhancements

    | • | Drive our short- and long-term growth objectives; |

  21. 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 all 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. In August 2024, Ferguson Partners assisted the compensation committee in establishing an executive compensation peer group for year-end 2024 and fiscal 2025 pay decisions to assess competitive pay levels that was constructed based on (i) size, (ii) asset/investment type, and (iii) competition for talent, as follows:

  22. Peer Group

    | • | Net lease REITs should comprise the majority of the peer group, using peers up to 2.5 times GNL’s total capitalization |

  23. Peer Group

    | • | Select size-based REITs should be included to the extent that that they (i) invest in retail or office assets and (ii) are NYC-based companies with whom the Company directly competes for talent |

  24. Peer Group

    | • | Overall, the peer group is designed so that GNL approximates the median in terms of size |

  25. Peer Group

    Based on this review, the following adjustments were made from the year-end 2023 to the year-end 2024 peer group:

  26. Peer Group

    | Companies Added | | Removed | | | + | Acadia Realty Trust (AKR) | - | Highwoods Properties, Inc. (HIW) | | + | Empire State Realty Trust, Inc. (ESRT) | - | Host Hotels & Resorts, Inc. (HST) | | + | First Industrial Realty Trust, Inc. (FR) | - | Howard Hughes Holdings Inc. (HHH) | | + | Medical Properties Trust, Inc. (MPW) | - | Independence Realty Trust, Inc. (IRT) | | + | Sabra Health Care REIT, Inc. | - | OUTFRONT Media Inc. (OUT) | | + | Urban Edge Properties (UE) | - | Phillips Edison & Company, Inc. (PECO) | | | | - | STAG Industrial, Inc. (STAG) | | | | - | Uniti Group Inc. (UNIT) |

  27. Peer Group

    Based on the foregoing, the compensation committee, with input from Ferguson Partners, reviewed and approved the following peer group to inform year-end 2024 and fiscal 2025 pay decisions:

  28. Peer Group

    | Company Name | Ticker | Total Cap ($M) (12.31.2024) | | Acadia Realty Trust | AKR | $4,986.9 | | Agree Realty Corporation | ADC | $10,176.0 | | Broadstone Net Lease, Inc. | BNL | $5,082.5 | | Empire State Realty Trust, Inc. | ESRT | $5,346.5 | | EPR Properties | EPR | $6,792.1 | | Essential Properties Realty Trust, Inc. | EPRT | $7,707.7 | | First Industrial Realty Trust, Inc. | FR | $9,089.0 | | Healthcare Realty Trust Incorporated | HR | $11,359.1 | | LXP Industrial Trust | LXP | $4,101.4 | | Medical Properties Trust, Inc. | MPW | $11,589.9 | | NNN REIT, Inc. | NNN | $12,032.7 | | Omega Healthcare Investors, Inc. | OHI | $15,362.6 | | Paramount Group, Inc. | PGRE | $5,432.8 | | Rexford Industrial Realty, Inc. | REXR | $12,472.4 | | Sabra Health Care REIT, Inc. | SBRA | $6,576.3 | | Urban Edge Properties | UE | $4,465.1 | | W.P. Carey Inc. | WPC | $20,048.7 | | Global Net Lease, Inc. | GNL | $7,338.1 | | | Median | $6,792.1 | | | | (54th percentile) |

  29. Elements of Compensation

    Elements of Compensation The Company uses base salary, annual cash incentives, and long-term equity incentives as its primary tools to achieve its compensation objectives. 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 and its stockholders.

  30. Elements of Compensation

    | Element | Form | Compensation Objectives and Key Features | | Annual Incentive Award (Annual AIP Award) | Primarily Performance-Based Cash | • Variable cash compensation component that provides an incentive opportunity for overall achievement of key strategic metrics. | | Long-Term Equity Incentives (Annual LTIP Grants) | 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. |

  31. Elements of Compensation

    | 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. | ✘ | No Tax Gross-Ups. Do not provide excise tax gross-ups. | | ✔ | Benchmark. Provide total compensation opportunities that are intended to approximate comparable peer compensation | ✘ | No Dividends or Dividend Equivalents on PSU Awards. Do not allow dividends or dividend equivalents to be currently paid on unearned PSUs, with such dividends or dividend equivalents held back and paid only if the underlying PSUs become vested. | | ✔ | Annual Compensation Risk Review. Annually assess risk in compensation programs associated with regulatory, stockholder and market changes. | ✘ | 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. | ✘ | 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. | ✘ | 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. |

  32. 2024 Compensation Elements

    | (1) This is Mr. Weil’s base salary pursuant to his previous employment agreement, which was superseded by the Weil Employment Agreement (as defined below), which Mr. Weil entered into with the Company on November 21, 2024, effective on January 1, 2025, and reduced Mr. Weil’s base salary to $1,000,000 per annum as of such effective date. See below for a description of the Weil Employment Agreement. |

  33. Base Salary Highlights

    Base Salary Highlights Annual base salary rates for our NEOs in effect as of the end of fiscal year 2024 were paid in accordance with employment agreements agreed as part of, or immediately following, our Internalization, which we renegotiated with Mr. Weil to $1,000,000 beginning in 2025 as part of his new November 2024 employment agreement. Annual AIP Award The Annual AIP Award provides eligible participants, including the NEOs, with the opportunity to earn an annual cash bonus award (or, in some cases, an equity award), subject to achieving performance goals determined by the compensation committee in consultation with management as set forth in the AIP for the applicable year. The performance goals for the fiscal year 2024 Annual AIP Award were 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 criteria. The compensation committee approved threshold, target and maximum Annual AIP Award opportunities, for each eligible NEO as follows:

  34. Base Salary Highlights

    | (1) Represents Mr. Weil’s minimum annual bonus opportunity under his prior employment agreement with the Company, which was in effect for the year ended December 31, 2024. The compensation committee determined to pay the 2024 annual bonus in the form of cash in lieu of payment 50% in cash and 50% in Common Stock as contemplated by the prior employment agreement. |

  35. Base Salary Highlights

    | (2) Mr. Galloway’s annual bonus pursuant to the AIP is payable 50% in cash and 50% in RSUs which are subject to vesting in three equal installments over the first three anniversaries of the date of grant. |

  36. Base Salary Highlights

    | | Weighting | | | Performance Goals | | | | | Performance Metric | CEO | CFO | GC | Threshold | Target | Maximum | Actual Performance(1) | | AFFO Per Share | 40% | 35% | 15.5% | $1.30 | $1.35 | $1.40 | $1.32 | | Investment Grade Tenants as % Adjusted Annualized Straight Line Rent | 15% | 15% | 6.7% | 53% | 56% | 59% | 62.8% | | Achievement of Synergies | 25% | 25% | 11.1% | $71.25 M | $75.00 M | $78.75M | $84.72 M | | Individual & Role Specific Performance | 20% | 25% | 66.7% | — | — | — | See Below* |

  37. Base Salary Highlights

    In March 2025, the compensation committee approved Annual AIP Awards under the 2024 Annual AIP totaling $1,360,000 for Mr. Weil and $819,655 for Mr. Masterson. The compensation committee also approved an Annual AIP Award for Mr. Galloway for 2024 performance of $761,915 in cash and $761,915 in RSUs that will vest over a three-year period from the grant date of the RSUs.

  38. Annual AIP Highlights

    Annual AIP Highlights Beginning in 2024, our Annual AIP Award is formulaic and is predominantly based upon the achievement of pre-established metrics directly tied to our annual business plan. While Mr. Weil’s prior employment agreement included a minimum bonus payout, this provision had no impact on his compensation as a result of the funding level achieved under the 2024 Annual AIP scorecard. Additionally, the minimum bonus was eliminated from our CEO’s new employment agreement and no such minimum bonus exists for 2025. Annual LTIP Grant At the Company’s 2021 annual meeting of stockholders held on April 12, 2021, the Company’s stockholders approved the 2021 Equity Plan. The compensation committee is responsible for approving and evaluating all grants of awards to our NEOs under the 2021 Equity Plan. In November 2023, following the Internalization, the compensation committee approved an Annual LTIP Grant consisting of grants of RSUs and PSUs to our NEOs under the 2021 Equity Plan as the first grants of its annual long-term incentive compensation program, with a measurement period commencing on October 1st of each year and ending on September 30th each year (the “Initial Measurement Cycle”). The following metrics apply for the 2023 – 2026 PSUs, as there were no PSUs granted in 2024:

  39. Annual AIP Highlights

    | 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% |

  40. Annual AIP Highlights

    In the fourth quarter of 2024, the compensation committee determined, after consultation with Ferguson Partners, that the Initial Measurement Cycle should be moved to a more traditional calendar basis (January 1 to December 31) (the “Current Measurement Cycle”) beginning January 1, 2025, and granted RSUs to our NEOs for the stub period of October 1, 2024 – December 31, 2024 (“Transitional Grant”). There was no Annual LTIP Grant made in 2024, however the next Annual LTIP Grant, consisting of RSUs and PSUs, was made in January 2025, which will be included in our Proxy Statement filed in connection with our 2026 annual meeting of stockholders, and we intend to make future Annual LTIP Grants on the Current Measurement Cycle.

  41. Annual AIP Highlights

    | Executive | Approved Value ($) | Number of RSUs | | Edward M. Weil, Jr. | $1,375,000(1) | 181,878 | | Christopher J. Masterson | $300,000 | 41,379 | | Jesse C. Galloway | $275,000 | 37,931 |

  42. Annual AIP Highlights

    | (1) Awarded as part of the Weil Employment Agreement. |

  43. Annual AIP Highlights

    The table above shows the number of RSUs awarded to our NEOs in fiscal year 2024 in connection with the Transitional Grant described above. These amounts do not include grants of RSUs that represent the equity portion of awards made under the Company’s 2023 discretionary annual bonus plan that were issued in March 2024 for 2023 performance, of which a portion was payable in cash. No discretionary grants were made under our annual bonus plan for 2024 performance.

  44. Annual LTIP Highlights

    Annual LTIP Highlights We did not make Annual LTIP Grants in 2024 in connection with the compensation program enhancements we made over the past year, which included adjusting the timing of our annual grants to January. Accordingly, in 2024, we only granted transitional RSUs equal to 25% of each NEO’s Annual LTIP value that will vest over a three year period. The Annual LTIP Grants made in January 2025 are described below under “2025 Annual LTIP Grant.”

  45. 2025 Compensation Elements

    | • | A significant majority (68%) of our CEO’s target 2025 compensation is comprised of equity awards that are subject to the same stock price fluctuations as borne by our stockholders, creating significant long-term alignment |

  46. 2025 Compensation Elements

    | • | 60% of the Annual LTIP Grant made in January 2025 was in the form of performance-based equity that is contingent on the achievement of 3-year performance goals |

  47. 2025 Compensation Elements

    | (1) Reflects annual target compensation opportunity; for 2024, time-based equity and performance-based equity reflect target amounts granted in November 2023 |

  48. 2025 Compensation Elements

    | • | LTIP values were calibrated based on a review of competitive market data and each NEO’s performance relative to their roles and responsibilities |

  49. 2025 Compensation Elements

    | • | Amounts would be allocated 40% to time-based RSUs and 60% PSUs, which is consistent with the average weighting amongst companies in our peer group |

  50. 2025 Compensation Elements

    | • | Time-based RSUs shall vested ratably over three years, which is consistent with our historical practice and the majority of the companies in our peer group |

  51. 2025 Compensation Elements

    | • | PSUs have a three-year performance period of January 1, 2025 through December 31, 2027 and vest between 50% of target at threshold and 225% of target at maximum, which was reduced from 275% of target at maximum used in the annual awards granted in October 2023 to be consistent with the upside leverage used by peer companies |

  52. 2025 Compensation Elements

    | Name | Target Annual PSU Award ($) | Target Annual Time-Based RSU Award ($) | Total 2025 LTIP Target ($) | | Edward M. Weil, Jr. | $3,300,000 | $2,200,000 | $5,500,000 | | Christopher Masterson | $720,000 | $480,000 | $1,200,000 | | Jesse C. Galloway | $660,000 | $440,000 | $1,100,000 |

  53. 2025 Compensation Elements

    | | | Hurdles | | | | Metric | Weight | Threshold (50%) | Target (100%) | Maximum (225%) | | Relative TSR vs. Custom Net Lease Peer Group(1) | 33.33% | 30th percentile | 55th percentile | 75th percentile | | Absolute TSR | 33.33% | 5.0% | 8.0% | 12.0% | | Net Debt to Adjusted EBITDA | 33.33% | 6.7x | 6.5x | 6.3x |

  54. 2025 Compensation Elements

    | (1) The custom net lease peer group includes 13 net lease REITs, including Agree Realty Corporation, Broadstone Net Lease, EPR Properties, Essential Properties Realty Trust, Four Corners Property Trust, Inc., Getty Realty Corp., Gladstone Commercial Corporation, LXP Industrial Trust, NETSTREIT Corp., NNN REIT, Inc., Orion Office REIT Inc., Peakstone Realty Trust, and W.P. Carey Inc. |

  55. 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 “Compensation Tables –– 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 November 21, 2024, we entered into an employment agreement with Edward M. Weil, Jr., the Company’s Chief Executive Officer and President (the “Weil Employment Agreement”), which agreement became effective as of January 1, 2025, and replaced and superseded Mr. Weil’s existing employment agreement with the Company, dated May 23, 2023, in its entirety. The Weil Employment Agreement will continue until January 1, 2029, and will automatically renew for additional one-year periods thereafter unless either the Company or Mr. Weil provides written notice of its or his intent not to renew at least 120 days prior to the scheduled expiration date, or unless the Weil Employment Agreement is terminated earlier in accordance with its terms. Mr. Weil will continue to serve as the Company’s Chief Executive Officer and President and, pursuant to the Weil Employment Agreement, the Company has agreed to use its reasonable best efforts to cause the Company to continue to nominate Mr. Weil as a member of the Company’s Board during the term of the Weil Employment Agreement. Pursuant to the Weil Employment Agreement, Mr. Weil is entitled to, among other things: (1) a base salary at an annual rate of $1.0 million; (2) a performance-based Annual AIP Award cash bonus (the “Weil Annual Bonus”) opportunity for each completed calendar year with a threshold amount of 50% of his annual base salary, a target amount of 150% of his annual base salary and a maximum amount of 200% of his annual base salary, as may be adjusted by the Board or the compensation committee, provided that the actual amount (if any) of any Weil Annual Bonus shall be determined by the Board or the compensation committee in its reasonable good faith discretion based solely upon achievement of performance targets established by the Board or the compensation committee in consultation with Mr. Weil, which targets shall be communicated to Mr. Weil within 90 days following the commencement of the applicable performance year; (3) an annual grant of equity-based LTIP Grants under the Company’s long-term incentive compensation plans with a target grant date fair value of $5.5 million, 40% of which shall be subject to annual time-based vesting, with no vesting schedule extending beyond a four year period, and 60% of which shall be subject to performance-based vesting earned between a threshold amount of 50%, and a maximum amount of 225%, of target, based on the performance targets established by the Board or the compensation committee, unless otherwise mutually agreed between Mr. Weil and the Board or the compensation committee; (4) a one-time signing bonus of $333,333, which is reflected in the 2024 line of the “Bonus” column of the Summary Compensation Table; and (5) certain employee benefits including, among other things, indemnification rights from the Company and expense reimbursement rights for all reasonable and documented business expenses. In addition, the Board agreed to grant Mr. Weil a one-time Transitional Grant (discussed above) of time-based RSUs, with a grant date fair value of $1,375,000, pursuant to the Weil Employment Agreement, which RSUs vest ratably over a three-year period commencing on October 1, 2024, subject to Mr. Weil’s continued employment through the applicable vesting date. Upon certain terminations of Mr. Weil’s employment, in addition to payment of accrued but unpaid annual base salary and certain other benefits, Mr. Weil (or his estate, as applicable) would 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 (as defined in the Weil Employment Agreement), payment of any earned but unpaid Weil Annual Bonus for the previously completed fiscal year, reimbursements of the monthly premiums for Mr. Weil’s healthcare benefits through the 18 months following the date of Mr. Weil’s termination, accelerated vesting of all time-based equity or equity-based awards and accelerated vesting of all performance-based equity or equity-based awards (collectively, the “Weil Vesting Benefits”), and cash severance equal to Mr. Weil’s then current annual base salary, (2) if the termination is by the Company without “cause”, or by Mr. Weil for “good reason” (in each case as defined in the Weil Employment Agreement), the Weil Additional Benefits; the Weil Vesting Benefits, the Company’s reimbursements of the monthly premiums for Mr. Weil’s healthcare benefits for a period of up to 12 months following the date of Mr. Weil’s termination, and cash severance, and (3) if the termination is by the Company without “cause” or by Mr. Weil for “good reason” during the four months preceding, or the 18 months immediately following, a Change in Control (as defined in the Weil Employment Agreement), the Weil Additional Benefits, the Weil Vesting Benefits, subject to the actual achievement of the performance metrics for such equity or equity-based awards measured on the date on which the Change in Control is consummated, the Company’s reimbursements of the monthly premiums for Mr. Weil’s healthcare benefits for a period of up to 18 months following the date of Mr. Weil’s termination, and cash severance. The Weil Employment Agreement contains customary covenants related to non-competition and non-solicitation of employees and customers for one year following termination of employment, as well as customary covenants related to mutual non-disparagement, confidentiality, and intellectual property rights. Employment Agreement with James D. Nelson. In connection with the Internalization, 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

  56. Employment Agreements

    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. 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 Masterson Employment Agreement) or by Mr. Masterson for “good reason” (as defined in the Masterson Employment 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 Masterson Employment 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 with 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 payment of Mr. Galloway’s costs of maintaining professional licenses, including the costs of complying with any applicable continuing education requirements.

  57. Employment Agreements

    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 Galloway Employment Agreement) or by Mr. Galloway for “good reason” (as defined in the Galloway Employment 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 Galloway Employment 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. Employment Agreement with Ori Kravel On January 23, 2025, we entered into an employment agreement with Mr. Kravel in connection with his appointment as the Company’s chief operating officer, which agreement became effective as of January 23, 2025 (the “Kravel Employment Agreement”). The Kravel Employment Agreement may be terminated by the Company with or without “cause” (as defined therein), or by Mr. Kravel with or without “good reason” (as defined therein), in each case subject to written notice in accordance with the terms thereof. The Kravel Employment Agreement also terminates automatically upon the death or disability of Mr. Kravel. Under the Kravel Employment Agreement, Mr. Kravel’s base salary is $415,000, and he is eligible for an annual bonus and equity-based awards, and employee benefits available to similarly-situated senior executives of the Company, including, among other things, indemnification rights from the Company, paid vacation, sick and personal days, participation in the Company’s employee benefit plans, and expense reimbursement rights for all reasonable and documented business expenses. Upon certain terminations of Mr. Kravel’s employment with the Company, in addition to payment of accrued but unpaid annual base salary and certain other benefits, Mr. Kravel (or his estate, as applicable) would 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 (as defined in the Kravel Employment Agreement), payment of any earned but unpaid annual bonus for any previously completed fiscal year and a prorated annual bonus for the year in which such termination occurs measured at the target level (collectively, the “Kravel Additional Benefits”); reimbursements of the monthly premiums for Mr. Kravel’s healthcare benefits through the 18 months following the date of Mr. Kravel’s termination; accelerated vesting of all time-based equity or equity-based awards and accelerated vesting of all performance-based equity or equity-based awards subject, with respect to performance-based awards, to the actual achievement of the performance metrics for such equity or equity-based awards measured at the end of the applicable performance periods (collectively, the “Kravel Vesting Benefits”), (2) if the termination is by the Company without “cause”, or by Mr. Kravel for “good reason”, the Kravel Additional Benefits; the Kravel Vesting Benefits; the Company’s reimbursements of the monthly premiums for Mr. Kravel’s healthcare benefits for a period of up to 12 months following the date of Mr. Kravel’s termination; and cash severance, and (3) if the termination is by the Company without “cause” or by Mr. Kravel for “good reason” during the four months preceding, or the 18 months immediately following, a Change in Control (as defined in the Kravel Employment Agreement), the Kravel Additional Benefits; the Kravel Vesting Benefits; the Company’s reimbursements of the monthly premiums for Mr. Kravel’s healthcare benefits for a period of up to 18 months following the date of Mr. Kravel’s termination; and cash severance. The Kravel Employment Agreement contains customary covenants related to non-competition and non-solicitation of employees and customers for one year following termination of employment with the Company, as well as customary covenants related to mutual non-disparagement, confidentiality, and intellectual property rights.

  58. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of the Company’s NEOs for each of the fiscal years ended December 31, 2024, 2023, and 2022, respectively, as applicable. For purposes of this table, the Company’s NEOs for 2024 were its two co-chief executive officers during 2024, its chief financial officer, treasurer and secretary, and its executive vice president and general counsel. As discussed in greater detail elsewhere in this Proxy Statement, 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 years 2024 and 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.

  59. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Edward M. Weil, Jr., Chief Executive Officer and President(6) | 2024 | $2,000,000 | $333,333 | $1,375,000 | $1,360,000 | $164,556 | $5,232,889 | | | 2023 | $519,683 | $1,008,757 | $3,464,664 | — | $47,885 | $5,040,989 | | James L. Nelson, Former Co-Chief Executive Officer and President(7) | 2024 | $1,716,346 | — | — | — | $20,463 | $1,736,809 | | | 2023 | $1,393,269 | — | — | — | $43,997 | $1,437,266 | | | 2022 | — | — | $500,175 | — | $52,445 | $552,620 | | Christopher J. Masterson, Chief Financial Officer, Treasurer and Secretary(8) | 2024 | $425,000 | — | $297,929 | $819,655 | $118,667 | $1,661,251 | | | 2023 | $90,096 | $628,827 | $1,947,518 | — | $111,232 | $2,777,714 | | | 2022 | — | — | $440,325 | — | $67,449 | $507,774 | | Jesse C. Galloway, Executive Vice President and General Counsel(9) | 2024 | $550,000 | — | $273,103 | $1,523,830 | $14,556 | $2,361,489 | | | 2023 | $137,500 | $317,037 | $995,046 | — | $22,208 | $1,471,791 |

  60. 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 were $2.0 million, $5.25 million, $425,000 and $550,000, respectively. |

  61. Summary Compensation Table

    | (2) Amount for Mr. Weil in 2024 represents a signing bonus awarded to Mr. Weil related to his new employment agreement. Amounts shown for 2023 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. |

  62. Summary Compensation Table

    | (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 2024, 2023 and 2022 (PSUs were only granted in 2023). For details of the individual grants of RSUs during 2024, please see the Grants of Plan-Based Awards for Fiscal Year 2024 table below. The assumptions on which these valuations are based are set forth in Note 13 to the consolidated financial statements included in the 2024 Annual Report. |

  63. Summary Compensation Table

    | (4) Amounts shown for 2024 represent cash payments for the Annual AIP Award made in March 2025 for performance in 2024, with the exception of Mr. Galloway who received 50% of his bonus in RSUs which vest over a three-year period. Such RSUs were granted to Mr. Galloway pursuant to our 2025 Incentive Plan and if the 2025 Incentive Plan is not adopted by our stockholders at the Annual Meeting pursuant to Proposal No. 4, such RSUs shall be forfeit and the Company shall pay Mr. Galloway the cash value of such RSU award in lieu of shares of Common Stock upon satisfaction of the vesting criteria as more fully described in “Proposal No. 4— Approval of the 2025 Omnibus Incentive Compensation Plan of Global Net Lease, Inc.—Share Reserve—Contingent Awards” below. |

  64. Summary Compensation Table

    | (5) The “All Other Compensation” column reflects (i) dividends on unvested RSAs or RSUs in 2024 and 2023 of approximately $43,997 and $5,907 for Mr. Nelson, respectively, and $104,111 and $111,232, for Mr. Masterson, respectively; (ii) reimbursement for travel allowance for Mr. Weil of approximately $150,000 and (iii) life insurance premiums and matching 401K contributions for all NEOs. |

  65. Summary Compensation Table

    | (6) Mr. Weil commenced employment with the Company on September 12, 2023. Pursuant to Mr. Weil’s employment agreement that was in effect through January 1, 2025, he was entitled to an annual base salary of $2.0 million. The amount in the “Stock Awards” column for 2024 represents the aggregate grant date fair value of time-based RSUs awarded to Mr. Weil pursuant to the Weil Employment Agreement, which RSUs vest ratably over a three-year period commencing on October 1, 2024. |

  66. Summary Compensation Table

    | (7) On September 12, 2023, the Company assumed Mr. Nelson’s employment agreement, pursuant to which Mr. Nelson was 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. |

  67. Summary Compensation Table

    | (8) 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. The amount in the “Stock Awards” column for 2024 represents the aggregate grant date fair value of Mr. Masterson’s Transitional Grant. |

  68. Summary Compensation Table

    | (9) Mr. Galloway commenced employment with the Company on September 18, 2023. Pursuant to the Galloway Employment Agreement, Mr. Galloway is entitled to an annual base salary of $550,000. The amount in the “Stock Awards” column for 2024 represents the aggregate grant date fair value of Mr. Galloway’s Transitional Grant. |

  69. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 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, 2024.

  70. Grants of Plan-Based Awards for Fiscal Year 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock and Number of Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name(1) | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Edward M. Weil, Jr. | 3/4/24 | | | | | | | 67,385 | $539,080 | | | 11/25/24 | | | | | | | 181,878 | $1,375,000 | | | | | $1,000,000 | $2,000,000 | | | | | | | Christopher J. Masterson | 3/4/24 | | | | | | | 55,148 | $441,184 | | | 12/27/24 | | | | | | | 41,379 | $297,929 | | | | $361,250 | $675,750 | $998,750 | | | | | | | Jesse C. Galloway | 3/4/24 | | | | | | | 21,178 | $169,424 | | | 12/27/24 | | | | | | | 37,931 | $273,103 | | | | $660,000 | $1,100,000 | $1,650,000 | | | | | |

  71. Grants of Plan-Based Awards for Fiscal Year 2024

    | (1) Represents the potential Annual AIP Award under the Company’s AIP, as described under “Annual AIP Award” 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 above. The actual payments earned for 2024 performance are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. Under Mr. Weil’s previous employment agreement that was in effect through December 31, 2024, Mr. Weil’s minimum bonus opportunity was $1.0 million; however, Mr. Weil had the opportunity to receive a bonus in excess of this amount in the event of out-performance. Such previous employment agreement further provided for payment of the bonus 50% in cash and 50% in equity, which the compensation committee determined in March 2025 to pay 100% in cash. Under the Galloway Employment Agreement, Mr. Galloway’s bonus pursuant to the AIP 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. |

  72. Grants of Plan-Based Awards for Fiscal Year 2024

    | (2) Reflects awards of RSUs under the 2021 Equity Plan which provide for vesting in three equal installments annually commencing one year after the grant date noted in the table above, except with respect to the RSUs granted to Mr. Weil in March 2024, which vest in thirteen substantially equal installments on each monthly anniversary of the grant date. For the grants made in March 2024, 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. For the RSUs granted in November 2024 and December 2024, however, nonforfeitable cash dividends will be paid, if any, in an amount equal to the ordinary dividends paid on shares of Common Stock, substantially concurrently with the payment of such dividends on our shares of Common Stock, prior to the time that the RSUs have vested and settled in, or converted into, shares of Common Stock. The dividends on these RSUs that receive nonforfeitable cash dividends concurrently with shares of Common Stock are reported in the “All Other Compensation” column of the “Summary Compensation Table” above. |

  73. Grants of Plan-Based Awards for Fiscal Year 2024

    | (3) 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 2024 Annual Report. |

  74. 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, 2024. All market values are based on the $7.30 closing price per share of the Common Stock on December 31, 2024, the last trading day prior to fiscal year 2024 year-end.

  75. 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) | 83,966 | $613,171 | 107,265 | $783,035 | | | 3/4/24(2) | 20,734 | $151,357 | | | | | 11/25/24(3) | 181,878 | $1,327,709 | | | | Christopher J. Masterson | 6/24/2021(4) | 5,244 | $38,279 | | | | | 4/25/2022(5) | 15,450 | $112,785 | | | | | 6/16/2023(6) | 30,000 | $219,000 | | | | | 11/29/2023(1) | 30,799 | $224,830 | 39,331 | $287,116 | | | 11/29/2023(1)(7) | 19,397 | $141,601 | | | | | 3/4/24(8) | 55,148 | $402,580 | | | | | 12/27/24(3) | 41,379 | $302,067 | | | | Jesse C. Galloway | 11/29/2023(1) | 20,299 | $148,185 | 25,923 | $189,238 | | | 11/29/2023(1)(7) | 11,937 | $87,138 | | | | | 3/4/24(8) | 21,178 | $154,599 | | | | | 12/27/24(3) | 37,931 | $276,896 | | |

  76. Outstanding Equity Awards at Fiscal Year-End

    | (1) These 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. |

  77. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents RSUs which vest in thirteen substantially equal installments on each monthly anniversary of March 4, 2024. These RSUs were granted in March 2024 as part of the discretionary bonus for performance during the fiscal 2023 year. |

  78. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents RSUs which vest in three equal annual installments beginning on the first anniversary of October 1, 2025. The RSUs granted in December 2024 to Messrs. Masterson and Galloway relate to the Transitional Grant described above and the RSUs granted to Mr. Weil in November 2024 were a one-time grant related to his entry into the Weil Employment Agreement. |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents restricted shares which vest in four equal annual installments beginning on the first anniversary of May 3, 2021. |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents restricted shares which vest in four equal annual installments beginning on the first anniversary of April 25, 2022. |

  81. Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents restricted shares which vest in four equal annual installments beginning on the first anniversary of June 12, 2023. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (7) These RSU awards represent one-time grants, as discussed in the 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. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents RSUs which vest in three equal annual installments beginning on the first anniversary of March 4, 2025. These RSUs were granted in March 2024 as part of the discretionary bonus for performance during the fiscal 2023 year. |

  84. 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 and RSUs during fiscal year 2024. The Company did not have any stock options outstanding in fiscal year 2024.

  85. 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. | | | 88,649 | $714,376 | | James L. Nelson | | | 16,687 | $122,813 | | Christopher J. Masterson | | | 51,104 | $404,031 | | Jesse C. Galloway | | | 16,118 | $135,230 |

  86. Option Exercises and Stock Vested

    | (1) For Messrs. Weil and Galloway, represents vesting of RSUs during 2024. For Mr. Masterson, includes vesting of RSUs during 2024, as well as restricted shares that vested on April 25, 2024, May 3, 2024, and September 15, 2024, under the restricted share awards granted on April 25, 2022, June 24, 2021, and October 7, 2020, respectively. For Mr. Nelson, represents vesting of restricted shares in March 2024. |

  87. Option Exercises and Stock Vested

    | (2) The Value Realized on Vesting is equal to the product of and number of restricted shares or shares issued upon settlement of RSUs that vested on the applicable vesting date and the closing prices of the Common Stock on such dates. |

  88. 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, 2024 for each of the hypothetical reasons detailed below. The amounts set forth in the table assume that a termination event occurred on December 31, 2024, and that the value of the Common Stock was $7.30 per share, based on the closing price of the Common Stock on December 31, 2024, the last trading day prior to fiscal year 2024 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.

  89. 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) | $1,000,000 | $1,500,000 | $3,658,299 | $54,936 | $6,213,235 | | | Termination by the Company without cause, by Mr. Weil for good reason(2) | $2,000,000 | $3,000,000 | $3,658,299 | $36,624 | $8,694,923 | | | Termination by the Company without cause or by Mr. Weil for good reason in connection with a change in control(3) | $3,000,000 | $4,500,000 | $3,658,299 | $54,936 | $11,213,235 | | | Termination due to the Company’s non-renewal of the employment term | — | — | — | — | — | | Christopher J. Masterson | Termination by reason of death or disability(4) | — | $516,078 | $1,310,338 | — | $1,826,416 | | | Termination by the Company without cause or by Mr. Masterson for good reason(5)(6) | $425,000 | $516,078 | $657,358 | — | $1,598,436 | | | Termination by the Company without cause or by Mr. Masterson for good reason in connection with a change in control(7)(8) | $637,500 | $774,116 | $1,645,303 | — | $3,056,919 | | | Change in control(9) | — | — | $185,032 | — | $185,032 | | Jesse C. Galloway | Termination by reason of death or disability(4) | — | $1,100,000 | $824,514 | — | $1,924,514 | | | 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 | $824,514 | $29,232 | $2,503,746 | | | 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 | $1,045,287 | $43,848 | $4,389,135 |

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

    | (1) Represents base salary, target bonus for 2024 and accelerated vesting of all equity or equity-based awards and accelerated vesting of all performance-based equity or equity-based performance awards. The value of the PSUs reflected in this table is based on the assumed achievement of the Target level of performance, tested at the end of the performance period. The “Other Benefits” column represents 18 months of Company subsidized COBRA coverage. |

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

    | (2) The “Salary-Related Payments” column represents two times Mr. Weil’s base salary and the “Bonus-Related Payments” column represents two times the annual bonus at the target level. The “Other Benefits” column represents 12 months of Company subsidized COBRA coverage. The “Accelerated Vesting of Equity Awards” column represents accelerated vesting of all time-based equity or equity-based awards and accelerated vesting of all performance-based equity or equity-based performance awards. |

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

    | (3) The “Salary-Related Payments” column represents three times Mr. Weil’s base salary and the “Bonus-Related Payments” column represents three times the annual bonus at the target level. The “Other Benefits” column represents 18 months of Company subsidized COBRA coverage. The “Accelerated Vesting of Equity Awards” column represents accelerated vesting of all time-based equity or equity-based awards and accelerated vesting of all performance-based equity or equity-based performance awards, determined based on actual performance at the time of a chance in control. |

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

    | (4) 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. |

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

    | (5) 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. |

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

    | (6) 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. |

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

    | (7) 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. |

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

    | (8) 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. |

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

    | (9) Represents vesting of 50% of then unvested restricted shares, in accordance with applicable restricted share award agreements. |

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

    | (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. |

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

    | (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. |

  101. Pay Ratio

    Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our median employee and the annual total compensation of our current President and Chief Executive Officer, Mr. Edward M. Weil, Jr. The pay ratio included in this information represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2024, the annual total compensation of Mr. Weil, as provided in the Summary Compensation Table, was $5,232,889. The annual total compensation of our median employee, a full-time, hourly employee who was paid for forty hours during the week containing the determination date, was $138,560 for 2024, which was calculated using the same methodology as required by the Summary Compensation Table. Therefore, the ratio of the annual total compensation of our President and Chief Executive Officer to that of our median employee for the 2024 fiscal year was approximately 37.8:1. To determine the median employee (excluding Mr. Weil and James L. Nelson, our former co-Chief Executive Officer, who retired from such position effective March 31, 2024), we used December 31, 2024, the end of our 2024 fiscal year as the determination date, and we ranked each employee (other than Mr. Weil and Mr. Nelson) based on their total compensation for 2024. We selected December 31, 2024 as the determination date because it enabled us to make such identification in a reasonably efficient and economic manner. Compensation for permanent employees who did not work the entire measurement period was not annualized; however, no other exemptions, assumptions, adjustments or estimates were used. We excluded four individuals that were located in Europe under the “de minimis” exception because these non-U.S. employees account for less than 3.5% of our total employees. We did not make any cost of living adjustments. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  102. 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, 2024, 2023, 2022, 2021 and 2020 respectively, in each case calculated in a manner consistent with SEC rules, as well as an unranked list of the performance measures that we consider to be our most important measures used to align compensation actually paid to our NEOs for 2024 to Company performance.

  103. 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)(6) | AFFO per Share(7) | | 2024 | $5,232,889 | $3,943,419 | $1,736,809 | $1,693,591 | $2,011,370 | $1,680,121 | $68.95 | $117.01 | $(175,316) | $1.32 | | 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) | 1.40 | | 2022 | — | — | 552,620 | 462,027 | 507,774 | 382,037 | 86.50 | 99.58 | (8,363) | 1.67 | | 2021 | — | — | 525,544 | 405,202 | 421,870 | 324,536 | 93.15 | 131.65 | (8,698) | 1.77 | | 2020 | — | — | 254,683 | 250,822 | 216,392 | 213,111 | 95.13 | 93.69 | (7,775) | 1.79 |

  104. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) Mr. Edward M. Weil, Jr., is the PEO reflected in these columns for the fiscal years ended December 31, 2024 and 2023. Mr. Weil commenced employment with the Company on September 12, 2023. |

  105. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) Mr. James L. Nelson is the PEO reflected in these columns for the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020, respectively. Mr. Nelson resigned from his position as Co-Chief Executive Officer and President effective March 31, 2024. |

  106. PAY VERSUS PERFORMANCE DISCLOSURE

    | (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 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. |

  107. PAY VERSUS PERFORMANCE DISCLOSURE

    | (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 2024 and 2023. Mr. Galloway is the Company’s Executive Vice President and General Counsel. |

  108. PAY VERSUS PERFORMANCE DISCLOSURE

    | (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 31, 2024 (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 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, 2024, including reinvestment of any dividends. |

  109. PAY VERSUS PERFORMANCE DISCLOSURE

    | (6) Net loss attributable to common stockholders as reported in our Annual Reports on Form 10-K. |

  110. PAY VERSUS PERFORMANCE DISCLOSURE

    | (7) AFFO per share as reported in our earnings releases for the covered fiscal years filed as an exhibit to our Current Reports on Form 8-K, which contains a reconciliation of such measure to the nearest comparable GAAP measure reported in our audited financial statements. |

  111. PAY VERSUS PERFORMANCE DISCLOSURE

    PEO SCT Total to CAP Reconciliation—Edward M. Weil, Jr.

  112. 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 | | 2024 | $5,232,889 | $1,375,000 | $1,819,620 | $(1,306,560) | $(427,530) | $3,943,419 | | 2023 | 5,040,989 | 3,464,664 | 4,104,597 | — | — | 5,680,921 |

  113. PAY VERSUS PERFORMANCE DISCLOSURE

    PEO SCT Total to CAP Reconciliation—James L. Nelson

  114. 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 | | 2024 | $1,736,809 | $— | $— | $— | $(43,218) | $1,693,591 | | 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 |

  115. PAY VERSUS PERFORMANCE DISCLOSURE

    Average Non-PEO NEOs SCT Total to CAP Reconciliation

  116. 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/Fair Value of Awards Vested in Grant Year(3) | CAP | | 2024 | $2,011,370 | $285,516 | $568,071 | $(549,004) | $(64,800) | $1,680,121 | | 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 |

  117. 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. 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. |

  118. PAY VERSUS PERFORMANCE DISCLOSURE

    | (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. |

  119. PAY VERSUS PERFORMANCE DISCLOSURE

    | (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. 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. |

  120. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our Board of Directors is currently comprised of ten directors, nine 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. At the 2025 Annual Meeting, ten persons will stand for election. The Board has nominated and recommended for election Dr. Antone, Ms. Kabnick and Ms. Perrotty, and Messrs. Kauffman, Monahan, Perla, Weil, Michelson and Richardson and Governor Rendell (individually a “Nominee” and collectively the “Nominees”). The proxy holders named on the proxy card intend to vote “FOR” the election of each of the Nominees. 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 all the votes cast. 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. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE, TO SERVE UNTIL THE COMPANY’S 2026 ANNUAL MEETING AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY.