Q:
How many shares of business on May 3, 2016. Common Stock are outstanding?
A:
As of
April 29, 2016, 168,936,633the record date, 83,840,503 shares of our Common Stock were issued and outstanding and entitled to vote at the Annual Meeting.
How many votes do I have?
Each share
Q:
What constitutes a “quorum”?
A:
If holders of a majority of our shares of our Common Stock entitlesoutstanding on the holder to one vote on each matter consideredrecord date are present at the Annual Meeting, either in person or any postponementby proxy, we will have a quorum present, permitting the conduct of business at the Annual Meeting. Abstentions and broker non-votes will be counted to determine whether a quorum is present.
Q:
What is a “broker non-vote”?
A:
A broker non-vote occurs when a broker, bank or adjournment thereof. other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee is not authorized to vote or does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner. Brokers are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of other matters which the New York Stock Exchange (the “NYSE”) determines to be “non-routine,” without specific instructions from the beneficial owner.
Q:
How does the Board of Directors recommend I vote on each proposal?
A:
The proxy card showsBoard of Directors recommends a vote “FOR” the numberelection of sharesLee M. Elman and P. Sue Perrotty as Class II directors and a vote “FOR” the ratification of Common Stock you are entitled to vote.
the appointment of PwC.
Q:
A:
Stockholders can vote in person at the Annual Meetingmeeting or by proxy. Stockholders may submithave the following three options for submitting their votes by proxy:
•
via the Internet at www.proxyvote.com/GNL;
•
by telephone, for automated voting (800) 690-9603 at any time prior to 11:59 p.m. on April 14, 2019, and follow the instructions provided on the proxy card; or
•
if you requested a printed set of proxy materials, by mail, by completing, signing, dating and returning
their proxy card in the enclosed
envelope. Stockholders also have the following two options for authorizing a proxy to vote their shares: | • | via the Internet atwww.proxyvote.com/GNL at any time prior to 11:59 p.m. Eastern Time on June 27, 2016, and follow the instructions provided on the proxy card; or |
by telephone, by calling (800) 690-6903 at any time prior to 11:59 p.m. Eastern Time on June 27, 2016, and follow the instructions provided on the proxy card.
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For those stockholders with Internet access, we encourage you to authorize a proxy to vote your shares via the Internet, asince it is quick, convenient means of authorizingand provides a proxy that also provides cost savings to us. In addition, whenWhen you authorize a proxy to vote your shares via the Internet or by telephone prior to the Annual Meetingmeeting date, your proxy authorizationvote is recorded immediately and there is no risk that postal delays will cause your vote by proxy authorization to arrive late and, therefore, not have your vote be counted. For further instructions on authorizing a proxy to vote your shares,voting, see your proxy card. You may also vote your shares at the Annual Meeting. Notice Regarding the Internet Availability of Proxy Materials.
If you
elect to attend the Annual Meeting, you
maycan submit your vote in person, and any
proxiesprevious proxy that you authorized,
by mail orwhether by Internet,
telephone or
telephonemail, will be
superseded by the vote thatsuperseded. If you
cast at the Annual Meeting.How will proxies be voted?
Shares represented by valid proxies will be voted at the Annual Meeting in accordance with the directions given. If the enclosedreturn your signed proxy, card is signed and returned without any directions given, theyour shares will be voted as you instruct, unless you give no instructions with respect to one or more of the proposals. In this case, unless you later instruct otherwise, your shares of Common Stock will be voted “FOR”: (i) the election of four director nominees namedLee M. Elman and P. Sue Perrotty as Class II directors and “FOR” the ratification of the appointment of PwC. With respect to any other proposals to be voted on, your shares of Common Stock will be voted in the discretion of Mr. Nelson and Mr. Masterson, or either of them.
Q:
How do I vote if I hold my shares in “street name”?
A:
If your shares are held by your bank, broker or other nominee as your nominee (in “street name”), you should receive a proxy or voting instruction from the voting institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If your broker holds your shares of Common Stock in street name, your broker will vote your
shares on “non-routine” proposals only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this
Proxy Statement for a term of one year, until our 2017 annual meeting of stockholders and until their successors are duly elected and qualify; and (ii)proxy statement. Of the proposals expected to come before the Annual Meeting, only ratification of the appointment of PwC
as the Company’s independent registered public accounting firm for the year ending December 31, 2016.is considered a routine matter. The Board of Directors does not intendproposal to present,elect directors is a “non-routine” matter, and, has no information indicatingwithout your instruction, your broker cannot vote your shares on that others will present, any business atproposal.
If your shares are held in street name and you wish to attend the Annual Meeting other thanand/or vote in person, you must bring your broker or bank voting instruction card and a proxy, executed in your favor, from the record holder of your shares. In addition, you must bring valid government-issued photo identification, such as set forth in the attached Notice of Annual Meeting of Stockholders. However,a driver’s license or a passport.
Q:
What if
other matters requiring the vote of our stockholders come before the Annual Meeting, it is the intention of the persons named in theI submit my proxy
card to vote the proxies held by them in their discretion.How can Iand then change my vote or revoke a proxy?
mind?
A:
You have the unconditional right to revoke your proxy at any time prior tobefore the meeting by:
•
notifying Mr. Masterson, our Secretary, in writing;
•
attending the meeting and voting thereof by: (i) submittingin person;
•
returning another proxy card dated after your first proxy card, if we receive it before the Annual Meeting date; or
•
authorizing a later-datednew proxy either by telephone, via the Internet or inby telephone to vote your shares.
Only the
mail to ourmost recent proxy
solicitor Broadridge Investor Communication Solutions, Inc. (“Broadridge”) at the following address: Broadridge Investor Communication Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717; or (ii) by attending the Annual Meeting and voting in person. No written revocation of your proxy shall be effective, however, unless and until it is received at or prior to the Annual Meeting.What if I return my proxy card but do not mark it to show how I am voting?
If your proxy card is signed and returned without specifying your choices, your sharesvote will be voted as recommended bycounted and all others will be discarded regardless of the method of voting.
Q:
Will my vote make a difference?
A:
Yes. Because we are a widely held company, YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes.
Q:
What are the voting requirements to elect the Board of
Directors.What vote is required to approve each item?
Director nominees?
A:
There is no cumulative voting in the election of our directors. EachThe election of each of our nominees for director is elected byrequires the affirmative vote of the holders of a majorityplurality of all shares of Common Stock who arethe votes cast at a meeting at which a quorum is present, in person or by proxy at the meeting.proxy. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. For purposes of the election of directors, abstentions and broker non-votes, if any, will count towardnot be counted as votes cast and 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 but will havequorum.
Q:
What are the same effect as votes cast against each director. voting requirements to approve the proposal to ratify the appointment of PwC, the Company’s independent registered public accounting firm?
A:
The proposal to ratify the appointment of PwC as the Company’s independent registered public accounting firm
for the year ending December 31, 2019 requires the affirmative vote of at least a majority of all the votes cast on the
proposal.proposal at a meeting at which a quorum is present. For purposes of ratification of the appointment of PwC as the Company’s independent registered public accounting firm, abstentions and broker non-votes,
if any, will
count toward the presence of a quorum butnot be counted as votes cast and will have no effect on the
proposal.What is a “broker non-vote”?
A “broker non-vote” occurs when a broker who holds sharesresult of the vote, although they will be considered present for the beneficial owner does not vote onpurpose of determining the presence of a proposal because the broker does not have discretionary voting authority for that proposal and has not received instructions from the beneficial ownerquorum.
Q:
How will proxies be voted?
A:
Shares of
the shares.Are stockholders entitled to appraisal rights in connection with any of the proposals?
None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Charter.
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What constitutes a “quorum”?
The presenceCommon Stock represented by valid proxies will be voted at the Annual Meeting in person or represented byaccordance with the directions given. If the proxy card is signed and returned without any directions given, the shares will be voted “FOR” (1) the election of stockholders entitledLee M. Elman and P. Sue Perrotty as Class II
directors to cast a majorityserve until our 2022 Annual Meeting and until their successors are duly elected and qualify, and (2) the ratification of all the votes entitledappointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
The Board of Directors does not intend to be castpresent, and has no information indicating that others will present, any business at the Annual Meeting constitutesor any postponement or adjournment thereof other than as set forth in the attached Notice of Annual Meeting of Stockholders. However, if other matters requiring the vote of our stockholders properly come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote the proxies held by them in their discretion.
Q:
How will voting on any other business be conducted?
A:
Although we do not know of any business to be considered at the Annual Meeting other than the election of Lee M. Elman and P. Sue Perrotty as Class II directors and the ratification of the appointment of PwC, if any other business is properly presented at the Annual Meeting, a quorum. Abstentionssubmitted proxy gives authority to Mr. Nelson and broker non-votesMr. Masterson, and each of them, to vote on such matters in accordance with their discretion.
Q:
When are the stockholder proposals for the next annual meeting of stockholders due?
A:
Stockholders interested in nominating a person as a director or presenting any other business for consideration at our 2020 annual meeting of stockholders (the “2020 Annual Meeting”) may do so by following the procedures prescribed in our bylaws and, in the case of such other business, in Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”). To be eligible for presentation to and action by the stockholders at the 2020 Annual Meeting under our current bylaws, director nominations and other stockholder proposals must be received by our secretary no earlier than October 8, 2019 and no later than 5:00 p.m. Eastern Time on November 7, 2019. Any proposal received after the applicable time in the previous sentence will be counted as presentconsidered untimely. All proposals must contain the information specified in, and otherwise comply with, our bylaws. To be eligible for inclusion in our proxy statement for the purpose2020 Annual Meeting under Rule 14a-8 under the Exchange Act, stockholder proposals must be received by our secretary no later than November 7, 2019. Proposals should be sent via registered, certified or express mail to: Global Net Lease, Inc., 405 Park Avenue, 3rd Floor, New York, New York 10022, Attention: Christopher J. Masterson, Chief Financial Officer, Treasurer and Secretary. For additional information, see “Stockholder Proposals for the 2020 Annual Meeting.”
Q:
Who pays the cost of
establishing a quorum.Will you incur expenses in soliciting proxies?
We are soliciting thethis proxy on behalf of the Board of Directors, and wesolicitation?
A:
We will pay all of the costs of preparing, assembling and mailing the proxy materials.soliciting these proxies. We have retainedcontracted with Broadridge Investor Communication Solutions, Inc. (“Broadridge”) to aidassist us in the distribution of proxy materials and the solicitation of proxies. We expect to pay Broadridge will receive a feeaggregate fees of approximately $16,000$7,500 to distribute and solicit proxies plus other fees and expenses for other services related to this proxy solicitation, services provided for us, plusincluding the reimbursementreview of certain costsproxy materials; dissemination of brokers’ search cards; distribution of proxy materials; operating online and out-of-pocket expenses incurred in connection with their services, alltelephone voting systems; and receipt of which will be paid by us. We will request banks, brokers, custodians, nominees, fiduciaries and other record holders to forward copies of this Proxy Statement to people on whose behalf they hold shares of Common Stock and to request authority for the exercise of proxies by the record holders on behalf of those people.executed proxies. In compliance with the regulations of the SEC, we will also reimburse such personsbrokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurredto the extent they forward proxy and solicitation materials to our stockholders. Our directors and officers and employees of affiliates of our advisor, Global Net Lease Advisors, LLC (the “Advisor”), may also solicit proxies on our behalf in person, by themtelephone, facsimile or other means, for which they will not receive any additional compensation.
Q:
Is this Proxy Statement the only way that proxies are being solicited?
A:
No. In addition to mailing proxy solicitation material, our directors and officers and employees of Broadridge and affiliates of our Advisor may also solicit proxies in forwardingperson, via the Internet, by telephone or by any other electronic means of communication we deem appropriate.
Q:
Where can I find more information?
A:
You may access, read and print copies of the proxy materials
to the beneficial owners of shares of our Common Stock.As the date of thefor this year’s Annual Meeting, approaches, certain stockholders whose votes have not yet been received may receive a telephone call from a representativeincluding this Proxy Statement, form of Broadridge. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The Board of Directors believes that these procedures are reasonably designed to ensure that both the identity of the stockholder casting the vote and the voting instructions of the stockholder are accurately determined.
In all cases where a telephonic proxy is solicited, the call is recorded and the Broadridge representative is required to confirm each stockholder’s full name and address and zip code, and to confirm that the stockholder has received the proxy materials. If the stockholder is a corporation or other entity, the Broadridge representative is required to confirm that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to Broadridge, then the Broadridge representative has the responsibility to explain the process, read the proposal listed on the proxy card, and ask forannual report to stockholders, at the stockholder’s instructionsfollowing website: www.proxyvote.com/GNL.
You can request a paper or electronic copy of the proxy materials, free of charge:
•
via Internet, at www.proxyvote.com/GNL;
•
via telephone, at (800) 579-1639; or
•
via e-mail, at sendmaterial@proxyvote.com.
We also file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC on the proposal. Althoughweb site maintained by the Broadridge representative is permitted to answer questions about the process, he or she is not permitted to recommendSEC at www.sec.gov. Our SEC filings also are available to the stockholder howpublic at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. You also may obtain copies of the documents at prescribed rates by writing to vote, other than to read any recommendation set forth in this Proxy Statement. Broadridge will record the stockholder’s instructions onPublic Reference Section of the card. Within 72 hours,SEC at 100 F Street, N.E., Washington, DC 20549. Please call the stockholder will be sent a letter to confirm his or her vote and askingSEC at 1-800-SEC-0330 for further information regarding the stockholder to call Broadridge immediately if his or her instructions are not correctly reflected in the confirmation.
public reference facilities.
Q:
What does it mean if I receive more than one proxy card?
A:
Some of your shares of Common Stock may be registered differently or held in a different account. You should authorize a proxy to vote the shares in each of your accounts by mail, by telephone or via the Internet. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares of Common Stock are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should call our Investor Relations department at (866) 902-0063. Combining accounts reduces excess printing and mailing costs, resulting in cost savings to us that benefit you as a stockholder.
Q:
What if I receive only one set of proxy materials although there are multiple stockholders at my address?
A:
The SEC has adopted a rule concerning the delivery of documents filed by us with the SEC, including proxy statements and annual reports. The rule allows us to send a single set of any annual report, proxy statement, proxy statement combined with a prospectus,
notices or information statement to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family. This procedure is referred to as “Householding.” This rule benefits both you and
us. It reducesus by reducing the volume of duplicate information received at your household and helps us reduce expenses. Each stockholder subject to Householding will continue to
have a separate stockholder identification number and receive a separate proxy card or voting instruction card.
We will promptly deliver, upon written or oral request, a separate copy of our 20152018 10-K, orthis Proxy Statement as applicable,or Notice Regarding the Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy was previously delivered.
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If you received a single set of disclosure documents for this year, but you would prefer to receive your own copy, you may direct requests for separate copies by calling our Investor Relations department at (866) 902-0063 or by mailing a request to Global Net Lease, Inc., 405 Park Avenue, 14th3rd Floor, New York, New York 10022, Attention: Investor Relations. Likewise, if your household currently receives multiple copies of disclosure documents and you would like to receive one set, please contact us.
Q:
Whom should I call with other questions?
A:
If you have additional questions about this Proxy Statement or the Annual Meeting or would like additional copies of this Proxy Statement,
or our
20152018 10-K or any documents relating to any of our future stockholder meetings, please contact:
Global Net Lease, Inc.
405 Park Avenue, 14th Floor
New York, New York 10022
Attention: Investor Relations
Telephone: (866) 902-0063
E-mail: investorrelations@ar-global.com
website:www.globalnetlease.com
How do I submit a stockholder proposal for next year’s annual meeting or proxy materials, and what is the deadline for submitting a proposal?
In order for a stockholder proposal to be properly submitted for presentation at our 2017 annual meeting and included in the proxy material for next year’s annual meeting, we must receive written notice of the proposal at our executive offices during the period beginning on November 30, 2016 and ending at 5:00 p.m., Eastern Time, on December 30, 2016. Any proposal received after the applicable time in the previous sentence will be considered untimely. All proposals must contain the information specified in, and otherwise comply with, our bylaws. Proposals should be sent via registered, certified or express mail to: Global Net Lease, Inc., 405 Park Avenue, 14th3rd Floor, New York, New York, 10022, Attention: Timothy Salvemini, Chief Financial Officer, Treasurer and Secretary. For additional information, see “Stockholder Proposals for the 2017 Annual Meeting.”
UNLESS SPECIFIED OTHERWISE, THE PROXIES WILL BE VOTED “FOR”: (I) ELECTION OF THE FOUR NOMINEES NAMED IN THIS PROXY STATEMENT TO SERVE AS DIRECTORS OF THE COMPANY FOR A TERM OF ONE YEAR, UNTIL THE COMPANY’S 2017 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIES; AND (II) RATIFICATION OF THE APPOINTMENT OF PWC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016. IN THE DISCRETION OF THE PROXY HOLDERS, THE PROXIES WILL ALSO BE VOTED “FOR” OR “AGAINST” SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. MANAGEMENT IS NOT AWARE OF ANY OTHER MATTERS TO BE PRESENTED FOR ACTION AT THE ANNUAL MEETING.
Investor Relations, Telephone: (866) 902-0063, E-mail: investorrelations@ar-global.com, website: www.globalnetlease.com.
over 40 years of real estate experience, including as an investing principal, a real estate investment banker, and an investment advisor for both U.S. and foreign investors. As President of Elman Investors, Inc., Mr. Elman has negotiated the acquisition of properties in the United States, Europe and Latin America; and presently serves as a General Partner in numerous real estate partnerships. Mr. Elman holds a J.D. from Yale Law School and a B.A. from Princeton University’s Woodrow Wilson School of Public and International Affairs.
We believe that Mr. Elman’s experience as a director or executive officer of the companies described above make him well qualified to serve as a member of our Board of Directors.
P. Sue Perrotty has served as non-executive chair and independent director of ourthe Company since March 2015.2015 and is a Class II director. She was appointedhas served as an independent director of American Realty Capital Healthcare Trust III, Inc. (“HT III”) insince August 2014, andincluding as Audit Committee Chair of HT III inits audit committee chair since December 2014. Ms. Perrotty has served as an independent director of New York REIT Liquidating LLC (f/k/a New York REIT, Inc.) (“NYRT”) since September 2014, andincluding as chair of NYRT’sits audit committee chair since December 2014. Ms. Perrotty has served as an independent director of Axar Capital Acquisition Corp. (f/k/a AR Capital Acquisition Corp.) since October 2014.
Ms. Perrotty served as an independent director of American Realty Capital Healthcare Trust, Inc. (“HT”) from November 2013 until the close of HT’s merger with Ventas, Inc. in January 2015. Ms. Perrotty also served as an independent director of American Realty Capital Daily Net Asset Value Trust, Inc. (“DNAV”) from August 2013 until August 2014 and as an independent director of Hospitality Investors Trust, Inc. (f/k/a American Realty Capital Hospitality Trust, Inc.) (“HOST”) from September 2013 until September 2014. Ms. Perrotty has served as president and chief executive officer of AFM Financial Services
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in Cranford, New Jersey since April 2011. Ms. Perrotty also has been an investor and advisor to several small businesses and entrepreneurs in varying stages of development since August 2008. Ms. Perrotty served in the administration of GovernorGov. Edward G. Rendell as chief of staff to First Lady, Judge Marjorie Rendell from November 2002 through August 2008. Ms. Perrotty held the position of executive vice president and head of Global Operations for First Union Corp. as a member of the Office of the Chairman from January 2001 to January 2002. Prior to that time, Ms. Perrotty was Banking Group head for the Pennsylvania and Delaware Banking Operations of First Union from November 1998 until January 2001. Ms. Perrotty joined First Union through the merger with Corestates Bank where she served as executive vice president and head of IT and Operations from April 1996 until November 1998. Ms. Perrotty also served as senior executive vice president and head of all Consumer Businesses including Retail Banking, Mortgage Banking, Product Development and Marketing as well as strategic customer information and delivery system development. Ms. Perrotty was a member of the chairman’s staff in each of the companies she served. Ms. Perrotty serves on several boards including the Board of Trustees of Albright College, where she is currently chair of the Finance Committee and member of the Investment and Property subcommittees. Ms. Perrotty also serves as vice chair of the Berks County Community Foundation and as development chair for the Girls Scouts of Eastern PA Board. Ms. Perrotty has received several awards for community leadership and professional accomplishments including the PA 50 Best Women in Business, the Franciscan Award from Alvernia University, the Albright College Distinguished Alumni Award, the Women of Distinction Award from the March of Dimes, Taking the Lead Award from the Girl Scouts of Eastern PA and the 2006 Champion of Youth Award from Olivet Boys & Girls Club. 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.
We believe that Ms. Perrotty’s experience as a director or executive officer of the companies described above, her prior business experience and her leadership qualities make her well-qualified to serve on our Board of Directors.
William
Continuing Directors
James L. Nelson
James L. Nelson has served as chief executive officer and president of the Company since August 2017 and is a Class III director, prior to which he served as an independent director of the Company beginning
in March 2017. Mr. Nelson has also served as an executive officer of the Advisor and Global Net Lease Properties, LLC (the “Property Manager”) since August 2017. Mr. Nelson served as an independent director of NYRT from November 2015 until June 2017. Mr. Nelson has served as a director of Icahn Enterprises GP since June 2001 and is a member of its audit committee. Mr. Nelson has served as a director and a member of the audit committee of Herbalife Ltd. since April 2014. Mr. Nelson has served as a director and member of the compensation, governance and strategic alternatives committees of Voltari Corporation (f/k/a Motricity Inc.) from June 2011 until September 2015, and from January 2012 until September 2015, he served as chairman of its board of directors. Mr. Nelson served as a director of Single Touch Systems, Inc., a technology based mobile media solutions provider, from May 2013 through April 2014. From April 2014 to August 2014, Mr. Nelson served as a director of Ubiquity Broadcasting Corporation, a vertically integrated, technology-focused media company. From December 2003 until June 2007 Mr. Nelson served as a director and member of the audit committee of American Entertainment Properties Corp. From May 2005 until November 2007, Mr. Nelson served as a director and member of the audit committee of Atlantic Coast Entertainment Holdings, Inc. From 1986 until 2009, Mr. Nelson was chairman and chief executive officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company. From March 1998 through 2003, Mr. Nelson was chairman and chief executive officer of Orbit Aviation, Inc., a company engaged in the acquisition and completion of Boeing Business Jets for private and corporate clients. From August 1995 until July 1999, Mr. Nelson was chief executive officer and co-chairman of Orbitex Management, Inc., a financial services company in the mutual fund sector. From August 1995 until March 2001, he was on the Board of Orbitex Financial Services Group. From April 2003 through April 2010, Mr. Nelson served as a director and chairman of the audit committee of the Viskase Companies INC., a food packaging company. From January 2008 through June 2008, Mr. Nelson served as a director and member of the audit committee of Shuffle Master, Inc., a gaming manufacturing company. From March 2008 until March 2010, Mr. Nelson was a director and served on the audit committee of Pacific Energy Resources Ltd., an energy producer. From April 2008 until November 2012 Mr. Nelson served as a director and as chairman of the audit committee of Cequel Communications, an owner and operator of a large cable television system. From March 2010 to May 2014 Mr. Nelson served as a director and member of the audit committee of Tropicana Entertainment Inc., a subsidiary of Icahn Enterprises L.P. From April 2010 to November 2013, Mr. Nelson served as a director and member of the audit committee of Take-Two Interactive Software, Inc., a global publisher and developer of interactive entertainment software products.
We believe that Mr. Nelson’s experience as a director or executive officer of the companies described above make him well qualified to serve as a member of our Board of Directors.
Edward G. Rendell
Gov. Edward G. Rendell has served as an independent director of the Company since March 2012 and is a Class I director. Gov. Rendell has served as our compensation committee chair since March 2017. Gov. Rendell has served as an independent director of HTI since December 2015 and as an independent director of American Finance Trust, Inc. (“AFIN”) since February 2017. Gov. Rendell has served as an independent director of Business Development Corporation of America (“BDCA”), an entity which was previously advised by an affiliate of AR Global until November 2016, when BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C., since January 2011. Gov. Rendell previously served as an independent director of American Realty Capital — Retail Centers of America, Inc. (“RCA”) from October 2012 until the close of RCA’s merger with AFIN in February 2017, and also previously served as an independent director of RCA from February 2011 until March 2012. He previously served as an independent director of Business Development Corporation of America II (“BDCA II”) from August 2014 until its liquidation and dissolution in September 2016. Gov. Rendell served as an independent director of American Realty Capital Trust III, Inc. (“ARCT III”) from March 2012 until the close of ARCT III’s merger with VEREIT, Inc. (f/k/a American Realty Capital Properties, Inc., “VEREIT”) in February 2013. Gov. Rendell served as an independent director of VEREIT from February 2013 until April 2015.
Gov. Rendell served as the 45th Governor of the Commonwealth of Pennsylvania from January 2003 through January 2011. As the Governor of the Commonwealth of Pennsylvania, Gov. Rendell served as the chief executive of the nation’s sixth most populous state and oversaw a budget of $28.3 billion. Gov. Rendell also served as the Mayor of Philadelphia from January 1992 through January 2000. As the
manager from their formation in October 2010 until the close of ARCT III’s merger with VEREIT in February 2013. Mr. Weil served as a director of VEREIT from March 2012 until June 2014. Mr. Weil also served as an executive officer of VEREIT from its formation in December 2010 until November 2013. Mr. Weil served as an executive officer of DNAV, the DNAV advisor and the DNAV property manager from their formation in September 2010 until November 2014, as a director of DNAV from September 2010 until August 20072014, and again as an executive officer of DNAV from November 2015 until its dissolution and liquidation in April 2016. Mr. Weil served as an executive officer of ARCT IV, the ARCT IV advisor and the ARCT IV property manager from their formation in February 2012 and as a director of ARCT IV from January 2014, in each case until the close of ARCT IV’s merger with VEREIT in January 2014. Mr. Weil served as an executive officer of Realty Finance Trust, Inc. (now known as Benefit Street Partners Realty Trust, Inc.) (“RFT”) and the RFT advisor from November 2012 until January 2013. Mr. KahaneWeil served as an executive officer of the Phillips Edison Grocery Center REIT II, Inc. advisor from July 2013 until October 2014. Mr. Weil has served as a member of the board of directors of the sub-property manager of HOST from August 2013 until November 2014. Mr. Weil served as chief executive officer and president of the general partner of American Energy Capital Partners — Energy Recovery Program, LP from its formation in October 2013 until November 2014. Mr. Weil previously 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 chief executive officer from September 2014 until November 2015. RCAP filed for Chapter 11 bankruptcy in January 2016. On March 8, 2017, the creditor trust established in connection with the RCAP bankruptcy filed suit against AR Global, the parent of our Advisor, our Advisor, advisors of other entities sponsored by the parent, and the parent’s principals (including Mr. Weil). The suit alleges, among other things, certain breaches of duties to RCAP. We are neither a party to the suit, nor are there any allegations related to the services the Advisor provides to us. On May 26, 2017, the defendants moved to dismiss. On November 30, 2017, the court issued an opinion partially granting the defendants’ motion. Our Advisor has informed us that it believes that the suit is without merit and intends to defend against it vigorously. Mr. Weil previously served as an executive officer of American Realty Capital Trust III,— Retail Centers of America II, Inc. (“ARCT III”RCA II”), the ARCT III advisor, and the ARCT III property managerRCA II advisor from their formation in October 2010 until April 2012. Mr. Kahane served as a director of RCS Capital Corporation (“RCAP”) from February 2013 until December 2014, and served as chief executive officer of RCAP from February 2013 until September 2014. RCAP filed for Chapter 11 bankruptcy in January 2016. Mr. Kahane served as a director of Cole Real Estate Income Strategy (Daily NAV), Inc. (“Cole DNAV”) from February 2014 until December 2014, and served as a director of Cole Credit Property Trust, Inc. (“CCPT”) from May 2014 until FebruaryNovember 2014. Mr. Kahane hasWeil served as an executive officeron the board of thetrustees of United Development Funding Income Fund V (“UDF V”) advisor from April 2015 until April 2016,October 2014.
Mr. Weil was formerly the senior vice president of sales and
previously served as a member of the board of trustees of UDF V from October 2014 until November 2015. Mr. Kahane has served as a member of the investment committee of Aetos Capital Asia Advisors, a $3 billion series of opportunistic funds focusing on assets primarily in Japan and China, since 2008. Mr. Kahane began his career as a real estate lawyer practicing in the public and private sectors from 1974 to 1979 where he worked on the development of hotel properties in Hawaii and California. From 1981 to 1992, Mr. Kahane worked at Morgan Stanley & Co., or Morgan Stanley, specializing in real estate, including the lodging sector becoming a managing director in 1989. In 1992, Mr. Kahane left Morgan Stanley to establish a real estate advisory and asset sales business known as Milestone Partners which continues to operate and of which Mr. Kahane is currently the chairman. Mr. Kahane was a trustee atleasing for American Financial Realty Trust (“AFRT”) from April
20032004 to
AugustOctober 2006,
during which timewhere he was responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Under the direction of Mr.
Kahane served as chairmanWeil, his department was the sole contributor in the increase of
occupancy and portfolio revenue through the
finance committeesales of
AFRT’s boardover 200 properties and the leasing of
trustees.over 2.2 million square feet, averaging 325,000 square feet of newly executed leases per quarter. After working at AFRT, from October 2006 to May 2007, Mr.
Kahane served as aWeil was managing director of
GF Capital ManagementMilestone Partners Limited and prior to joining AFRT, from 1987 to April 2004, Mr. Weil was president of Plymouth Pump &
Advisors LLC (“GF Capital”), a New York-based merchant banking firm, where he directed the firm’s real estate investments, from 2001 to 2003. GF Capital offers comprehensive wealth management services through its subsidiary TAG Associates LLC, a leading multi-client family officeSystems Co. Mr. Weil attended George Washington University. Mr. Weil holds FINRA Series 7, 24 and
portfolio management services company with approximately $5 billion of assets under management. Mr. Kahane also was on the board of directors of Catellus Development Corp., a NYSE growth-oriented real estate development company from 1997 to 2005, where he served as non-executive chairman from 1999 to 2001. Mr. Kahane received a B.A. from Occidental College, a J.D. from the University of California, Los Angeles Law School and an MBA from Stanford University’s Graduate School of Business.63 licenses.
We believe that Mr. Kahane’sWeil’s experience as a director or executive officer of the companies described above and his significant investment banking experience in real estate make him well qualified to serve as a member of our Board of Directors.
Abby M. Wenzel has served as an independent director of the Company since March 2012.2012 and is a Class I director. Ms. Wenzel has served as an independent director of NYCR insince March 2014 and as an independent director of HOST since
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September 2013. Ms. Wenzel previously served as independent director of American Realty Capital Trust IV, Inc. (“ARCT IV”) from May 2012 until the close of ARCT IV’s merger with VEREIT in January 2014, after which point Ms. Wenzel was no longer associated with ARCT IV as an independent director nor affiliated with ARCT IV in any manner. Ms. Wenzel has been a membershareholder of the law firm of Cozen O’Connor, resident in the New York office, since April 2009, as the managing partner of its midtown New York office and a member in the Business Law Department. SinceFrom January 2014 through December 2018, Ms. Wenzel has served as co-chair of the Real Estate Group. Ms. Wenzel has extensive experience representing developers,
•
the independence and qualifications of our independent registered public accounting firm and internal auditors, as applicable; and
•
the performance of our independent registered public accounting firm and internal auditors, as applicable.
The audit committee’s report on our financial statements for the year ended December 31,
20152018 is discussed below under the heading “Audit Committee Report.”
Compensation Committee
The Board of Directors established a compensation committee in June 2015. Our compensation committee did not hold any meetings during the year ended December 31, 2015.
The compensation committee is comprised of Ms. Perrotty,Gov. Rendell, Mr. Elman and Ms. Wenzel, and Mr. Rendell, each of whom is an independent director. Ms. Perrotty“independent” within the meaning of the applicable (1) requirements set forth on the Exchange Act and the applicable SEC rules and (2) listing standards of the NYSE. Gov. Rendell is the chair of our compensation committee. Our compensation committee did not hold anyheld two meetings or takeand took action by written consent or electronically on one occasion during the year ended December 31, 2015.2018. All members of the compensation committee attended all meetings while they were members of the compensation committee. The charter of the compensation committee is available to any stockholder who sends a request to Global Net Lease, Inc., 405 Park Avenue, 14th3rd Floor, New York, NY 10022. The compensation committee charter is also available on the Company’s website atwww.globalnetlease.com by clicking on “Compensation“Investor Relations — Governance Documents — Compensation Committee Charter.” In addition, all of the members of our compensation committee are “non-employee directors” within the meaning of the rules of Section 16 of the Exchange Act and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The principal functions of the compensation committee are to:
•
approve and evaluate all compensation plans, policies and programs, if any, as they affect the Company’sour executive officers;
•
review and oversee management’s annual process, if any, for evaluating the performance of our senior officers and review and approve on an annual basis the remuneration for our senior officers;
•
oversee our equity incentive plans, including, without limitation, the issuance of stock options, restricted shares of Common Stock, restricted stock units in respect of shares of Common Stock (“RSUs”), dividend equivalent shares and other equity-based awards;
•
assist the Board of Directors and the chairman in overseeing the development of executive succession plans; and
•
determine from time to time the remuneration for our non-executive directors.
The Boardcompensation committee administers our stock option plan (the “Plan”), our employee and director incentive restricted share plan.plan (the “RSP”) and the award of long-term incentive plan units of limited partnership in our OP (“LTIP Units”) granted to the Advisor pursuant to our multi-year outperformance agreement entered into in July 2018 (as amended, the “2018 OPP”). See “Compensation and Other Information Concerning Officers, Directors and Certain Stockholders — Share-Based Compensation — Restricted Share Plan.Plan” and “Certain Relationships and Related Transactions — Multi-Year Outperformance Agreements — 2018 OPP.” The compensation committee also administered the award of LTIP Units granted to the Advisor pursuant to our multi-year outperformance agreement entered into in June 2015 (as amended, the “2015 OPP”). See “Certain Relationships and Related Transactions — Multi-Year Outperformance Agreements — 2015 OPP.”
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In carrying out its responsibilities, our compensation committee may delegate any or all of its responsibilities to a subcommittee to the extent consistent with our charter, by-laws, corporate governance guidelines and any other applicable laws, rules and regulations.
Our executive officers provide input and recommendations to the Board for the compensation paid to each of the Company’s directors. Our Board considers these recommendations when determining compensation for our directors.
Oversight of Nominations
Nominating and Corporate Governance
Committee
The Company has a standing nominating and corporate governance committee currently composedis comprised of Ms. Perrotty, Ms. Wenzel and Mr.Gov. Rendell, each of whom is an independent director.“independent” within the meaning of the applicable listing standards of the NYSE. Ms. Perrotty is the chair of our nominating and corporate governance committee. Our nominating and corporate governance committee did not hold anyheld three meetings during the year ended December 31, 2015. The2018. All
For those actions and transactions brought to the attention of the conflicts committee charter, the conflicts committee has the authority to: (a) review and evaluate the terms and conditions, and to determine the advisability of any transactions (“Related Party Transactions”) and conflict of interest (“Conflict”) situations between us,in which we, on the one hand, and any of the Sponsor,AR Global, the Advisor, a director, an officer or any affiliate thereof, on the other hand; (b) to hand, are involved, the conflicts committee has the authority to:
•
review and evaluate the terms and conditions, and determine the advisability of the transaction and conflict of interest situations between us and the other party;
•
negotiate the terms and conditions of any Related Party Transaction,the transaction, and, if the conflicts committee deems appropriate, but subject to the limitations of applicable law, to approve the execution and delivery of documents in connection with any Related Party Transactionthat transaction on our behalf; (c) to
•
determine whether the relevant Related Party Transactiontransaction is fair to, and in our best interest and the best interest of our stockholders,stockholders; and (d) to
•
recommend to the Board of Directors what action, if any should be taken by the Board of Directors with respect to any Related Party Transaction pursuantthe transaction.
Except with respect to the
Charter.Prior to establishing2018 OPP and related matters, for which this function was performed by the conflictscompensation committee, the independent directors reviewed the material transactions between the Sponsor, the Advisor and their respective affiliates, on the one hand, and us, on the other hand. Either the independent directors or the conflicts committee has determined that all ourrelated party transactions and relationships with our Sponsor, Advisor and their respective affiliates during the year ended December 31, 20152018 and during the period from January 1, 2019 through the date of this Proxy Statement, which consisted of transactions with our Advisor, AR Global and their respective affiliates, were fair to us, and in our best interest and the best interest of our stockholders. All related party transactions were approved in accordance with the applicable Company policies. Read “Certain Relationships and Related Transactions.”
In order to reduce or eliminate certain potentialpolicies consistent with the charter of the conflicts of interest, the Charter contains a number of restrictions related to transactions with our Sponsor, our Advisor, any of our directors, any of our officers, any of their respective affiliates or certain of our stockholders.committee. See “Certain Relationships and Related Transactions.”
Director Independence
Our Bylaws provide that the number of directors may not be less than the minimum required by the MGCL nor more than fifteen; provided, however, that the number of directors may be changed from time to time by resolution adopted by the affirmative vote of a majority of the Board.
The Board of Directors has currently set the number of directors at
four. Asix. As required by the NYSE, a majority of
theseour directors must be
“independent” except for a period of up to 60 days after the death, resignation or removal of an independent director. An indirect relationship includes circumstances in which a director’s spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law, or brothers- or sisters-in-law, is or has been associated with our Sponsor, Advisor, any of their affiliates or us.“independent.” The Board of Directors has considered the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the listing standards of the NYSE. Based upon information solicited fromprovided by each nominee, the nominating and corporate governance committee and the Board of Directors hashave each affirmatively determined that each of Mr. Elman, Ms. Perrotty, Gov. Rendell and Ms. Wenzel and Gov. Rendell havehas no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) other than as a director of the Company and are “independent” within the meaning of the NYSE’s director independence standards and audit committee independence standards, as currently in effect. Our Board of Directors has determined that each of the three independent directors satisfy the elements of independence set forth inapplicable listing standards of the NYSE and under our Charter. NYSE.
Familial Relationships
There are no familial relationships between any of our directors and executive officers.
Communications with the Board of Directors
Interested
Any interested parties (including the Company’s stockholders) may communicate with the Board of Directors by sending written communications addressed to such person or persons in care of Global Net Lease, Inc., 405 Park Avenue, 14th3rd Floor, New York, New York 10022, Attention: Timothy Salvemini, Chief Financial Officer, Treasurer and Secretary. Mr. SalveminiThe Secretary will deliver all appropriate communications to the Board of Directors no later than the next regularly scheduled meeting of the Board of Directors. If the Board of Directors modifies this process, the revised process will be posted on the Company’s website.website, www.globalnetlease.com.
COMPENSATION AND OTHER INFORMATION CONCERNING OFFICERS,
DIRECTORS AND CERTAIN STOCKHOLDERS
Compensation of Executive Officers
We currently have no employees.
Our Advisor performs our day-to-day management
functions and has contracted with Moor Park Capital Partners LLP (the “Service Provider”) to have the Service Provider perform certain advisory and property management functions solely with respect to the European properties which we have acquired or intend to acquire.functions. Our current executive officers,
ScottJames L. Nelson and Christopher J.
Bowman and Timothy Salvemini,Masterson, are employees of affiliates of the
Advisor and do not receive any compensation directly from the Company for the performance of their duties as executive officers of the Company. WeAdvisor. Although we have one employee based in Europe, we neither compensate our executive officers, nor do we reimburse either our Advisor or
Global Net Lease Properties, LLC (the “Property Manager”) or our
Service ProviderProperty Manager for any compensation paid to individuals who also serve as our executive officers, or the executive officers of our Advisor, our Property Manager
our Service Provider or any of their respective affiliates. As a result, we do not have, and our Board has not considered, a compensation policy or program for our executive officers and has not included in this Proxy Statement a “Compensation Discussion and Analysis,” a report with respect to executive compensation, a non-binding stockholder advisory vote on compensation of executives,
or a non-binding stockholder advisory vote on the frequency of the stockholder vote on executive
compensation.compensation or a ratio of the compensation of our chief executive officer to our median employee. See “Certain Relationships and Related Transactions”
below for a discussion of fees and expense reimbursements payable to
theour Advisor and
its affiliates and the Property Manager.Directors and Executive Officers
The following table presents certain information as of the date of this Proxy Statement concerning each of our directors and executive officers serving in such capacity:
 | | | | |
Name | | Age | | Position(s) |
P. Sue Perrotty | | 62 | | Non-Executive Chair, Audit Committee Chair, Compensation Committee Chair, Nominating and Corporate Governance Committee Chair, Conflicts Committee Chair |
Scott J. Bowman | | 59 | | Chief Executive Officer and President |
Timothy Salvemini | | 44 | | Chief Financial Officer, Treasurer and Secretary |
William M. Kahane | | 68 | | Director |
Abby M. Wenzel | | 56 | | Independent Director |
Edward G. Rendell | | 72 | | Independent Director |
Scott J. Bowman
Mr. Bowman has served as chief executive officer of the Company, the Advisor and the Property Manager since October 2014, and as president of the Company, the Advisor and the Property Manager since December 2015, and had previously served as an independent director of the Company and chair of the audit committee from May 2012 until September 2014. Mr. Bowman has served as chief executive officer of Global II, the Global II advisor and the Global II property manager since October 2014. Mr. Bowman has over 30 years of experience in global brand and retail management. Most recently, Mr. Bowman served as the Group President of The Jones Group, a leading global fashion brand management company. In this role, Mr. Bowman was responsible for global retail and international business. Prior to this, Mr. Bowman founded Scott Bowman Associates in May 2009, a company providing global management, business development, retail market and network strategies, licensing, strategic planning and international strategy and operations support to leading retailers and consumer brands. He has served as its chief executive officer since its incorporation. Prior to founding Scott Bowman Associates, Mr. Bowman served as president of Polo Ralph Lauren International Business Development from May 2005 until September 2008 where he was also a member of the executive committee and capital committee. He also served as chairman of Polo Ralph Lauren Japan from June 2007 until September 2008, and led the transformation of Polo Ralph Lauren’s business in Asia from a licensed structure to a direct, integrated subsidiary of Polo Ralph Lauren. Before this, from May 1998 until February 2003 Mr. Bowman served as an executive officer of two subsidiaries of LVMH Moet Hennessy Louis Vuitton, as the chief executive officer of Marc Jacobs International, and region president of
their affiliates.
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Duty Free Shoppers. Mr. Bowman served as a director of American Realty Capital Properties, Inc. from February 2013 until September 2014, as an independent director of the Company from May 2012 until September 2014, as an independent director of New York REIT, Inc. from August 2011 until September 2014 and as an independent director of American Realty Capital Trust III, Inc. from February 2012 to February 2013. Previously, Mr. Bowman served on the board of Colin Cowie Enterprises, Stuart Weitzman and The Healthy Back. Mr. Bowman received his B.A. from the State University of New York at Albany.
Timothy Salvemini
Mr. Salvemini has served as chief financial officer, treasurer and secretary of the Company, the Advisor and the Property Manager since December 2015. Mr. Salvemini has also served as chief financial officer, treasurer and secretary of Global II, the Global II advisor and the Global II property manager since December 2015. Previously, Mr. Salvemini served as chief administrative officer of Rouse Properties, Inc. (“Rouse Properties”), a publicly-traded real estate investment trust, from 2014 to 2015 and chief accounting officer of Rouse Properties from 2012 to 2014. From 2010 to 2012, Mr. Salvemini served as Vice President — Finance and Accounting of Brookfield Asset Management, Inc., an asset manager with over $175 billion in assets under management. From 2006 to 2010, Mr. Salvemini served in various roles at Crystal River Capital Inc., a publicly-traded mortgage REIT managed by Brookfield Asset Management.
P. Sue Perrotty
Please see “Proposal No. 1 — Election of Directors — Business Experience of Nominees” for biographical information about Ms. Perrotty.
William M. Kahane
Please see “Proposal No. 1 — Election of Directors — Business Experience of Nominees” for biographical information about Mr. Kahane.
Abby M. Wenzel
Please see “Proposal No. 1 — Election of Directors — Business Experience of Nominees” for biographical information about Ms. Wenzel.
Edward G. Rendell
Please see “Proposal No. 1 — Election of Directors — Business Experience of Nominees” for biographical information about Gov. Rendell.
We pay to each of our independent directors the fees described
in the table below.
If a director is our employee or an employee of our Advisor or any of its affiliates, we do not pay compensation for services rendered as a director. All directors also receive reimbursement of reasonable
out of pocketout-of-pocket expenses incurred in connection with attendance at meetings of our Board of
Directors.Directors and its committees.
We pay our independent directors a yearly retainer of $100,000 and an additional yearly retainer of $105,000 for the non-executive chair, in each case payable 50% in cash and 50% in RSUs; $2,000 for each meeting of the Board or any committee personally attended by the directors ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee) and $1,500 for each meeting attended via telephone; $750 per transaction reviewed and voted upon electronically up to a maximum of $2,250 for three or more transactions reviewed and voted upon per electronic vote. If there is a director alsoBoard meeting and one or more committee meetings in one day, the director’s fees may not exceed $2,500 ($3,000 for the chairperson of the audit committee if there is our employee ora meeting of such committee).
We pay an employeeadditional total yearly retainer of $30,000 for each member of the audit committee, the compensation committee and the nominating and corporate governance committee, in each case payable 50% in cash and 50% in RSUs.
RSUs in respect of the portion of the annual retainer payable in RSUs are awarded in connection with each annual meeting and vest ratably over a three-year period beginning on such annual meeting date in increments of 1∕3 per annum. RSUs that were awarded as a one-time grant on June 2, 2015 in connection with the listing of shares of our AdvisorCommon Stock on the NYSE (the “Listing”), vest ratably over a five-year period beginning on the Listing date in increments of 1∕5 per annum.
We also pay a fee to each independent director for each external seminar, conference, panel, forum or anyother industry-related event attended in person and in which the independent director actively participates, solely in his or her capacity as an independent director of their affiliatesthe Company, in the following amounts:
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$2,500 for each day of an external seminar, conference, panel, forum or isother industry-related event that does not exceed four hours, or
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$5,000 for each day of an external seminar, conference, panel, forum or other industry-related event that exceeds four hours.
In either of the above cases, we will reimburse, to the extent not otherwise
notreimbursed, an independent
we do not pay compensationdirector’s reasonable expenses associated with attendance at such external seminar, conference, panel, forum or other industry-related event. An independent director cannot be paid or reimbursed for
services rendered asattendance at a single external seminar, conference, panel, forum or other industry-related event by us and another company for which he or she is a director.
| | | | |
Name | | Fees Earned or Paid in Cash ($) | | Restricted Share Plan |
Independent Directors | | A yearly retainer of $100,000 ($30,000 prior to the listing of our shares on the New York Stock Exchange on June 2, 2015 (the “Listing”)) for each independent director and an additional yearly retainer of $105,000 ($55,000 prior to Listing) for the Non-Executive Chair, in each case payable 50% in cash and 50% in Common Stock; $2,000 for each meeting of the Board or any committee personally attended by the directors ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee) and $1,500 for each meeting attended via telephone; $750 per transaction reviewed and voted upon electronically up to a maximum of $2,250 for three or more transactions reviewed and voted upon per electronic vote. If there is a Board meeting and one or more committee meetings in one day, the director’s fees may not exceed $2,500 ($3,000 for the chairperson of the audit committee if there is a meeting of such committee).
We also pay a fee to each independent director for each external seminar, conference, panel, forum or other industry-related event attended in person and in which the independent director actively participates, solely in his or her capacity as an independent director of the Company, in the following amounts:
$2,500 for each day of an external seminar, conference, panel, forum or other industry-related event that does not exceed four hours, or
$5,000 for each day of an external seminar, conference, panel, forum or other industry-related event that exceeds four hours. | | In connection with the Listing, each independent director was awarded a one-time grant of 40,000 restricted stock units which vest over a five-year period following the grant date in increments of 20% per annum.
Shares of Common Stock and restricted stock units issued in respect of the portion of the annual retainer payable in restricted stock units vest over a period of three years. |
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