No fee required.
March 27, 2017
25, 2020
Our Board of Directors has fixed the close of business on April 5, 2017February 14, 2020 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. Record holders of shares of ourthe Company’s common stock, par value $0.01 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.
Your attendance alone, without voting, will not be sufficient to revoke a previously authorized proxy.
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i
• elect James L. Nelson and Edward M. Weil, Jr. as Class III directors to serve until our 2023 Annual Meeting and until their successors are duly elected and qualify; • ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2020; and • consider and act on such matters as may properly come before |
The Board of Directors does not know of any matters that may be considered at the Annual Meeting other than the matters set forth above.
As permitted by rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are making this Proxy Statement and our 2016 10-K available to our stockholders electronically via the Internet. On or about April 5, 2017, we expect to begin mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our 2016 10-K online, as well as instructions on how to vote. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in this Proxy Statement and our 2016 10-K. The Notice also instructs you on how you may vote via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.
The record dateclose of business on February 14, 2020 (the “record date”), or holds a valid proxy for the determination of holders of shares of common stock, par value $0.01 per share (“Common Stock”),Annual Meeting, is entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment of the Annual Meeting,Meeting. Every stockholder is entitled to one vote for each share of Common Stock held on the closerecord date.
Each share
You may
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 avoting, see the enclosed proxy to vote your shares, see your proxy card. You may also vote your shares at the Annual Meeting.
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”: (1) the election of six director nominees namedJames L. Nelson and Edward M. Weil, Jr. as Class III 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 this Proxy Statementthe discretion of Mr. Nelson and Mr. Masterson, or either of them.
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.
mind?
Board of Director nominees?
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.
None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Company’s charter (the “Charter”).
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 entitledJames L. Nelson and Edward M. Weil, Jr. as Class III directors to cast a majorityserve until our 2023 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, 2020.
As the date of the Annual Meeting approaches, certain stockholders whose votes have not yet been received may receive a telephone call from a representative 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, 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 for the stockholder’s instructions on the proposal. Although the Broadridge representative is permitted to answer questions about the process, he or she is not permitted to recommend to the stockholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Broadridge will record the stockholder’s instructions on the card. Within 72 hours, the stockholder will be sent a letter to confirm his or her vote and asking the stockholder to call Broadridge immediately if his or her instructions are not correctly reflected in the confirmation.
New York 10022,10019, 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.
Global Net Lease, Inc.405 Park Avenue, 14th FloorNew York, New York 10022Attention: Investor RelationsTelephone: (866) 902-0063E-mail: investorrelations@ar-global.comwebsite:www.globalnetlease.com
In order for a stockholder proposal to be properly submitted for presentation at our 2018 annual meeting and included in the proxy materials for next year’s annual meeting, we must receive written notice of the proposal at our executive offices during the period beginning on November 6, 2017 and ending at 5:00 p.m., Eastern Time, on December 6, 2017. 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 Park650 Fifth Avenue, 1430th Floor, New York, New York 10022,10019, Attention: Nicholas Radesca, Chief Financial Officer, Treasurer and Secretary. For additional information, see “Stockholder Proposals for the 2018 Annual Meeting.”
UNLESS SPECIFIED OTHERWISE, THE PROXIES WILL BE VOTED “FOR”: (I) ELECTION OF THE SIX NOMINEES NAMED IN THIS PROXY STATEMENT TO SERVE AS DIRECTORS OF THE COMPANY UNTIL THE COMPANY’S 2018 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, 2017. 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.
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The six, of which four are independent.
The proxy holder named on the proxy card intends to vote “FOR” the election of each of the six nominees. If you do not wish your shares to be voted for any particular nominee, please identify the exception(s) in the designated space provided on the proxy card or, if you are authorizing a proxy to vote your shares by telephone or the Internet, follow the instructions provided when you authorize a proxy. Directors will be elected by the plurality of all of the votes cast at a meeting at which a quorum is present.
We know of no reason why any nominee will be unable to serve if elected. If, at the time of the Annual Meeting, one or more of the nominees should become unable to serve, shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees 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.
Executive Officers
Directors with Terms expiring at the Annual Meeting/Nominees | | | Class | | | Age | | | Position | | | Director Since | | | Current Term Expires | | | Expiration of Term For Which Nominated | | ||||||||||||
James L. Nelson | | | III | | | | | 70 | | | | Director, Chief Executive Officer and President | | | | | 2017 | | | | | | 2020 | | | | | | 2023 | | |
Edward M. Weil, Jr. | | | III | | | | | 52 | | | | Director | | | | | 2017 | | | | | | 2020 | | | | | | 2023 | | |
Continuing Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lee M. Elman | | | II | | | | | 83 | | | | Independent Director, Conflicts Committee Chair | | | | | 2016 | | | | | | 2022 | | | | | | — | | |
P. Sue Perrotty | | | II | | | | | 66 | | | | Non-Executive Chair, Audit Committee Chair, Nominating and Corporate Governance Committee Chair | | | | | 2015 | | | | | | 2022 | | | | | | — | | |
Edward G. Rendell | | | I | | | | | 76 | | | | Independent Director, Compensation Committee Chair | | | | | 2012 | | | | | | 2021 | | | | | | — | | |
Abby M. Wenzel | | | I | | | | | 59 | | | | Independent Director | | | | | 2012 | | | | | | 2021 | | | | | | — | | |
Executive Officers (not listed above) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Christopher J. Masterson | | | N/A | | | | | 37 | | | | Chief Financial Officer, Treasurer and Secretary | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
American Finance Trust, Inc. (“AFIN”)2017; and as chief executive officer and president of AFIN, the AFIN advisor and the AFIN property manager since November 2015. Mr. Weil also previously served as an executive officer of AFIN, the AFIN advisor and the AFIN property manager from their formation in January 2013 until November 2014, and served as a director of AFIN from January 2013 to September 2014. Mr. Weil has served as a director of Healthcare Trust, Inc. (“HTI”) since October 2016 and previously served as anchief executive officer of HTI, the HTI advisor and the HTI property manager from their formation in October 2012 until November 2014.
since August 2018.
Mr. Weil served as an executive officer of American Realty Capital Trust, Inc. (“ARCT”), the ARCT advisor and the ARCT property manager from their formation in August 2007 through March 2012. Mr. Weil served as an executive officer of New York REIT, Inc. (“NYRT”), the NYRT property manager and the NYRT advisor from their formation in October 2009 until November 2014. Mr. Weil served as an executive officer of American Realty Capital Healthcare Trust, Inc. (“HT”), the HT advisor and the HT property manager from their formation in August 2010 until January 2015 when HT closed its merger with Ventas, Inc. Mr. Weil served as a director of American Realty Capital Trust III, Inc. (“ARCT III”) beginning in February 20122017; and as an executive officer of ARCT III, the ARCT III advisor and the ARCT III property manager from their formation in October 2010 until the close of ARCT III’s merger with VEREIT, Inc., formerly known as American Realty Capital Properties, Inc. (“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 February 2013. Mr. Weil served as an executive officer of American Realty Capital Daily Net Asset Value Trust, Inc. (“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 2014, and again as an executive officer of DNAV from November 2015during multiple periods until its dissolution and liquidation in April 2016. Mr. Weil served as an executive officer of American Realty Capital Trust IV, Inc. (“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. Weil 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 American Realty Capital Hospitality Trust, Inc. (“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 previouslyalso 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. Mr. Weil previously served as an executive officer of American
Realty Capital — Retail Centers of America II, Inc. (“RCA II”) and the RCA II advisor from April 2014 until November 2014. Mr. Weil served on the board of trustees of United Development Funding Income Fund V until October 2014.
Mr. Weil was formerly the senior vice president of sales and leasing for American Financial Realty Trust, (“AFRT”) from April 2004 to October 2006, where he was responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Under the direction of Mr. Weil his department wasalso previously served on the sole contributorboard of directors of the Real Estate Investment Securities Association (now known as ADISA) from 2012 to 2014, including as its president in the increase of occupancy and portfolio revenue through the sales of over 200 properties and the leasing of 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. Weil was managing director of Milestone Partners Limited and prior to joining AFRT, from 1987 to April 2004, Mr. Weil was president of Plymouth Pump & Systems Co.2013. Mr. Weil attended George Washington University. Mr. Weil holds FINRA Series 7, 24 and 63 licenses.
We believe
was sponsored and advised by affiliates of AR Global.
We believe
James L. Nelson has served as an independent director of the Company since March 2017. Mr. Nelson has served as an independent director of NYRT since November 2015. Mr. Nelson has served as a director of Icahn Enterprises GP since June 2001 and is a member of the 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. (“AEP”). 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.
Ms. Perrotty served as an independent director of HT from November 20132014 until the close of HT’s merger with Ventas, Inc.its liquidation and dissolution in January 2015. Ms. Perrotty also served as an independent director of DNAV from August 2013 until August 2014 and as an independent director of HOST from September 2013 until September 2014.October 2017. Ms. Perrotty has served as president and chief executive officer of AFM Financial Services in Cranford, New Jersey since April 2011. Ms. Perrotty also has been an investor and advisor to several small businesses and entrepreneurs in varying stages of development since August 2008. Ms. Perrotty served in the administration of Governor Edward G. Rendell as chief of staff to First Lady, Judge Marjorie Rendell from November 2002 through August 2008. Ms. Perrotty 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
Gov.
advised by an affiliate of AR Global, since January 2011. In November 2016, BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C. Gov.Governor Rendell previously served, as an independent director of 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 directorBusiness Development Corporation of America II (“BDCA IIII”) from August 2014 until its liquidation and dissolution in September 2016. Gov. Rendell served as an independent director of ARCT III from March 2012 until the close of ARCT III’s merger with VEREIT in February 2013. Gov. Rendell served as2016 and an independent director of VEREIT, Inc. (formerly known as American Realty Capital Properties, Inc.) from February 2013 until April 2015.
Gov.
We believe
We believeOur Board of Directors believes that Ms. Wenzel’s experience as a director of themultiple companies, described above, her experience representing clients in connection with their acquisition, disposition, ownership, use, and financing of real estate, as well as her positionexperience in leadership positions at law firms and as co-chair of the Real Estate Group at Cozen O’Connora practicing attorney, make her well qualified to serve on our Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF EDWARD M. WEIL, JR.
Mr. Nelson, our chief executive officer and president and one of our directors, holds a non-controlling interest in the Advisor and the Property Manager.
our annual meetings of stockholders.
total number of meetings while they were members of the audit committee. The charter of the audit committee charter is available to any stockholder who sends a request to Global Net Lease, Inc., 405 Park650 Fifth Avenue, 1430th Floor, New York, NY 10022New York 10019 or on the Company’s website,www.globalnetlease.com. by clicking on “Investor Relations — Corporate Governance — Audit Committee Charter.” The Board has determined that Mr. Nelson and Ms. Perrotty are eachis qualified as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the rules and regulations of the SEC.
As a result of our commitment to diversity, we were recognized in 2019 as a “Winning Company” in the 2020 Women on Boards Gender Diversity Index for female representation on our Board of Directors.
For those actions andall related party transactions, brought to the attention of the conflicts committee in which we, on the one hand, and any of AR Global, the Advisor, a director, an officer or any affiliate thereof, on the other hand, are involved, the conflicts committee has the authority to:
Our
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:
Scott J. Bowman has served as chief executive officer of the Company, the Advisor and the Property Manager since October 2014 and as president ofwell as the Company,long-term incentive award we have made to the Advisor andpursuant to the Property Manager since December 2015. Mr. Bowman previously served as an independent director of the Company and chair of the Company’s audit committee from May 2012 until September 2014. Mr. Bowman previously served as chief executive officer of Global II, the Global II advisor and the Global II property manager from October 2014 and as president of Global II, the Global II advisor and the Global II property manager from December 2015, in each case until the close of Global II’s merger with the Company in December 2016. Mr. Bowman previously served as an independent director of VEREIT from February 2013 until September 2014, as an independent director of NYRT from August 2011 until September 2014 and as an independent director of ARCT III from February 2012 until February 2013.
Mr. Bowman has over 30 years of experience in global brand and retail management. Mr. Bowman previously 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 Duty Free Shoppers. 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.
Nicholas Radesca has served as chief financial officer of the Company, the Advisor and the Property Manager since January 2017. Mr. Radesca has served as the interim chief financial officer and treasurer of NYCR, the NYCR advisor and the NYCR property manager since June 2015. Mr. Radesca has served as chief financial officer, treasurer and secretary of AFIN, the AFIN advisor and the AFIN property manager since November 2015. He also previously served as an executive officer of AFIN, the AFIN advisor and the AFIN property manager from December 2014 until May 2015.
Mr. Radesca previously served as the interim chief financial officer, treasurer and secretary of NYRT, the NYRT advisor, and the NYRT property manager from June 2015 until March 2017, and previously served in such capacities from February 2014 until March 2014. Mr. Radesca previously served as chief financial officer, treasurer and secretary of DNAV, the DNAV advisor and the DNAV property manager from January 2014, November 2014 and December 2014, respectively, in each case until the dissolution and liquidation of those entities in April 2016. Mr. Radesca previously served as chief financial officer, treasurer and secretary of RFT and the RFT advisor from November 2015 until September 2016. Mr. Radesca also previously served as an executive officer of RFT and the RFT from January 2013 until November 2014. Mr. Radesca previously served as the chief financial officer, treasurer and secretary of Axar Acquisition Corp. (formerly AR Capital Acquisition Corp.) from August 2014 until October 2016. Mr. Radesca previously served as an executive officer of BDCA from February 2013 until December 2015. Beginning in June 2015, Mr. Radesca served as the interim chief financial officer and treasurer of American Realty Capital New York City REIT II, Inc. (“NYCR II”), the NYCR II advisor and the NYCR II property manager. In December 2015, NYCR II’s stockholders approved the fund’s dissolution and liquidation. Mr. Radesca also served as the interim chief financial officer, treasurer and secretary of HOST, the HOST advisor and the HOST property manager from May 2014 until December 2014. Mr. Radesca served as interim chief financial officer of RCA and the RCA advisor from May 2014 until December 2014. Beginning in June 2015, Mr. Radesca also served as interim chief financial officer of RCA II and the RCA II advisor. In January 2016, RCA II’s stockholders approved the liquidation and dissolution of the fund. Beginning in October 2013, Mr. Radesca served as the chief financial officer and treasurer of the general partner of American Energy Capital Partners — Energy Recovery Program, LP, whose unitholders approved the fund’s dissolution and liquidation in November 2015. Mr. Radesca also previously served as an executive officer of the advisor to UDF V from September 2013 until April 2016.
Prior to joining the predecessor to AR Global, the parent of the Company’s sponsor, in December 2012, Mr. Radesca was employed by Solar Capital Management, LLC, from March 2008 to May 2012, where he served as the chief financial officer and corporate secretary for Solar Capital Ltd. and its predecessor company, and Solar Senior Capital Ltd., both of which are publicly traded business development companies. From 2006 to February 2008, Mr. Radesca served as the chief accounting officer at iStar Financial Inc. (“iStar”), a publicly traded commercial REIT, where his responsibilities included overseeing accounting, tax and SEC reporting. Prior to iStar, Mr. Radesca served in various senior accounting and financial reporting roles at Fannie Mae, Del Monte Foods Company, Providian Financial Corporation and Bank of America. Mr. Radesca has more than 20 years of experience in financial reporting and accounting and is a licensed certified public accountant in New York and Virginia. Mr. Radesca holds a B.S. in accounting from the New York Institute of Technology and an M.B.A. from the California State University, East Bay.
If a director also is our employee or an employee of our Advisor or any of their affiliates or is otherwise not independent, we do not pay compensation for services rendered as a director.
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 restricted stock units (“RSU”);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 Board meeting and one or more committee meetings in one day, the director’s fees may not exceed $2,500 ($3,000 for the chairperson of the audit committee if there is a meeting of such committee).
Shares of Common Stock and
1∕3 per annum. RSUs that were awarded as a one-time grant on June 2, 2015 in connection with the listing of shares of our Common Stock on the NYSE (the “Listing”), vest ratably over a five-year period beginning on the Listing date in increments of 1∕5 per annum.
Name | | | Fees Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($)(2) | | | Total Compensation ($) | | |||||||||||||||||||||
Lee M. Elman | | | | $ | 109,500 | | | | | $ | 65,000(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 174,500 | | |
James L. Nelson | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
P. Sue Perrotty | | | | $ | 168,750 | | | | | $ | 117,500(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 286,250 | | |
Edward G. Rendell | | | | $ | 109,500 | | | | | $ | 65,000(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 174,500 | | |
Edward M. Weil, Jr. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Abby M. Wenzel | | | | $ | 110,250 | | | | | $ | 65,000(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 175,250 | | |
Name | Fees Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total Compensation ($) | |||||||||||||||||||||
Lee M. Elman | $ | — | $ | 28,437 | (3) | — | — | — | $ | — | $ | 28,437 | ||||||||||||||||
William M. Kahane(4) | $ | — | $ | — | — | — | — | $ | 36,004 | $ | 36,004 | |||||||||||||||||
James L. Nelson(5) | $ | — | $ | — | — | — | — | $ | — | $ | — | |||||||||||||||||
P. Sue Perrotty | $ | 187,750 | $ | 117,500 | (6) | — | — | — | $ | 45,084 | $ | 350,334 | ||||||||||||||||
Edward G. Rendell | $ | 125,500 | $ | 65,000 | (7) | — | — | — | $ | 40,103 | $ | 230,603 | ||||||||||||||||
Edward M. Weil, Jr.(8) | — | — | — | — | — | $ | — | $ | — | |||||||||||||||||||
Abby M. Wenzel | $ | 130,750 | $ | 65,000 | (9) | — | — | — | $ | 40,103 | $ | 235,853 |
We have an employee
time. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash dividendsdistributions prior to the time that the restrictions on the restricted shares have lapsed. Any dividendsdistributions to holders of restricted shares payable in common shares of Common Stock are subject to the same restrictions as the underlying restricted shares.
Beneficial Owner(1) | Number of Shares Beneficially Owned(2) | Percent of Class | ||||||
Blackrock, Inc.(3) | 3,903,567 | 6.9 | % | |||||
The Vanguard Group(4) | 8,986,446 | 13.55 | % | |||||
Vanguard Specialized Funds – Vanguard REIT Index Fund(5) | 4,277,118 | 6.44 | % | |||||
Scott J. Bowman(6) | 42,330 | * | ||||||
Nicholas Radesca | — | — | ||||||
Edward M. Weil, Jr.(7) | 16,018 | * | ||||||
Lee M. Elman(8) | 4,267 | * | ||||||
James L. Nelson | — | * | ||||||
P. Sue Perrotty(9) | 23,969 | * | ||||||
Gov. Edward G. Rendell(10) | 21,725 | * | ||||||
Abby M. Wenzel(11) | 21,663 | * | ||||||
All directors and executive officers as a group (eight persons) | 129,972 | * |
Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percent of Class | | ||||||
Blackrock, Inc.(2) | | | | | 14,964,424 | | | | | | 16.7% | | |
The Vanguard Group(3) | | | | | 13,588,136 | | | | | | 15.2% | | |
James L. Nelson | | | | | 14,000 | | | | | | * | | |
Christopher J. Masterson | | | | | — | | | | | | — | | |
Edward M. Weil, Jr.(4) | | | | | 22,018 | | | | | | * | | |
Lee M. Elman(5) | | | | | 7,367 | | | | | | * | | |
P. Sue Perrotty(6) | | | | | 26,906 | | | | | | * | | |
Governor Edward G. Rendell(7) | | | | | 22,161 | | | | | | * | | |
Abby M. Wenzel(8) | | | | | 22,099 | | | | | | * | | |
All directors and executive officers as a group (seven persons) | | | | | 114,551 | | | | | | * | | |
Scott J. Bowman,
Our
On August 8, 2016,
In accordance with the limited partnership agreementterms of the OP, a holder of units of limited partnership interests (“OP Units”) has the right to convert OP Units for a corresponding number of shares of Common Stock or the cash value of those corresponding shares, at the Company’s option. After our Common Stock was listed on the NYSE, all OP Units issued to the Advisor were transferred to individual investors. On September 2, 2016, 1,264,148 of the OP Units were converted into Common Stock, of which 916,231 were issued to individual members and employees of AR Global, 347,903 were issued to the Service Provider and 14 were issued to the Global Net Lease Special Limited Partner (the “Special Limited Partner”). Holders of OP Units are entitled to dividends in the same amount as shares of Common Stock.
Upon consummation of the Merger, the Company acquired a receivable due to Global II from Global II’s advisor. On December 16, 2016, Global II entered into a letter agreement (the “Letter Agreement”) with the Global II advisor and AR Global, the parent of the Global II advisor, pursuant to which the Global II advisor agreed to reimburse Global II $6.3 million, which represents the amount by which the organization and offering costs exceeded 2.0% of gross offering proceeds in Global II’s initial public offering (the “Excess Amount”). The Letter Agreement provided for reimbursement of the Excess Amount to Global II through (1) the tender of 66,344 Class B Units of limited partnership interest of the Global II OP (“Global II Class B Units”), previously issued to the Global II advisor as payment in lieu of cash for its provision of asset management services, and (2) the payment of the balance of the Excess Amount in equal cash installments over an eight month period. The value of the Excess Amount was determined using a valuation for each Global II Class B Unit based on 2.27 times the 30-day volume weighted average price of each share of Common Stock on December 22, 2016. Upon consummation of the Merger, 66,344 Class B Units were tendered to the Company and the balance of the Excess Amount, or $5.1 million, is payable in eight equal monthly installments beginning on January 15, 2017. AR Global has unconditionally and irrevocably guaranteed Global II Advisor’s obligations to repay the monthly installments.
Pursuant to the Fourth Amended and Restated Advisory Agreement (the “Advisory Agreement”)among us, with the OP and the Advisor, as amended from time to time. Under our advisory agreement, the Advisor we are requiredand its affiliates manage our affairs on a day to day basis, including management and leasing of our properties in North America and Europe. The Advisor is permitted to engage one or more third parties to assist with these responsibilities, all subject to the terms of our advisory agreement.
adjustment under certain circumstances. These caps were not applicable during the year ended December 31, 2019.
The Advisory Agreementbased primarily on actions or inactions of the Advisor, and determine the annual performance standards for the next year.
Advisor Indemnified Party is later found pursuant to a final and non-appealable order or judgment to not be entitled to indemnification.
The Advisory Agreement has an initial term expiring on June 2, 2035
Prior to when the Company listed its shares on the NYSE on June 2, 2015, and pursuant to a previousour advisory agreement, the Company paid the Advisor a financing coordination fee equal to 0.75% of the amount available or outstanding under the financing, subject to certain limitations. Solely with respect to the Company’s investment activities in Europe, the Service Provider was paid 50% of the financing coordination fees and the Advisor received the remaining 50%. For the year ended December 31, 2016, the Company paid $16,000 of financing coordination fees.
Pursuant to the Multi-Year Outperformance Agreement (the “OPP”) among the Company, the OP and our Advisor, our Advisor was issued 9,041,801 long term incentive plan (“LTIP Units”) in the OP with a maximum award value on the issuance date equal to 5.00% of the Company’s market capitalization (the “OPP Cap”).
The LTIP Units are structured as profits interests in the OP. Holders of LTIP Units are entitled to distributions on those units in an amount equal to 10% of the dividends paid on OP Units until fully earned. After the LTIP Units are fully earned, they are entitled to a catch-up distribution and then receive the same distribution as OP Units. For the year ended December 31, 2016, the Company paid $1.0 million in distributions related to LTIP Units.
The Advisor is eligible to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of June 2, 2015 (the “Effective Date”), based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and Common Stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “Three-Year Period”);
each 12-month period during the Three-Year Period (the “One-Year Periods”); and the initial 24-month period of the Three-Year Period (the “Two-Year Period”), as follows:
Performance Period | Annual Period | Interim Period | ||||||||||
Absolute Component: 4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period: | 21 | % | 7 | % | 14 | % | ||||||
Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period: | ||||||||||||
• 100% will be earned if cumulative Total Return achieved is at least: | 18 | % | 6 | % | 12 | % | ||||||
• 50% will be earned if cumulative Total Return achieved is: | — | % | — | % | — | % | ||||||
• 0% will be earned if cumulative Total Return achieved is less than: | — | % | — | % | — | % | ||||||
• a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between: | 0% – 18 | % | 0% – 6 | % | 0% – 12 | % |
The potential outperformance award is calculated at the end of each One-Year Period, the Two-Year Period and the Three-Year Period. The award earned for the Three-Year Period is based on the formula in the table above less any awards earned for the Two-Year Period and One-Year Periods, but not less than zero; the award earned for the Two-Year Period is based on the formula in the table above less any award earned for the first and second One-Year Period, but not less than zero. Any LTIP Units that are unearned at the end of the Performance Periodwe will be forfeited. On June 2, 2016, the first date LTIP Units could have been earned, no LTIP Units were earned by the Advisor under the terms of the OPP.
Subject to the Advisor’s continued service through each vesting date, one third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Any earned and vested LTIP Units may be converted into OP Units in accordance with the terms and conditions of the limited partnership agreement of the OP. The OPP provides for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event Advisor is terminated or in the event the Company incurs a change in control, in either case prior to the end of the Three-Year Period.
Pursuant to the Advisory Agreement, the Company payspay the Advisor a fee based on thein connection with net gain recognized by the Companyus in connection
Performance Level (% of Absolute TSR LTIP Units Earned) | | | | | | | | | Absolute TSR | | | Number of Absolute TSR LTIP Units Earned | | |||
Below Threshold | | | | | —% | | | | Less than 24% | | | | | — | | |
Threshold | | | | | 25% | | | | 24% | | | | | 319,366 | | |
Target | | | | | 50% | | | | 30% | | | | | 638,733 | | |
Maximum | | | | | 100% | | | | 36% or higher | | | | | 1,277,465 | | |
Performance Level (% of Relative TSR LTIP Units Earned) | | | | | | | | | Relative TSR Excess | | | Number of Absolute TSR LTIP Units Earned | | |||
Below Threshold | | | | | —% | | | | Less than -600 basis points | | | | | — | | |
Threshold | | | | | 25% | | | | -600 basis points | | | | | 319,366 | | |
Target | | | | | 50% | | | | - basis points | | | | | 638,733 | | |
Maximum | | | | | 100% | | | | +600 basis points | | | | | 1,277,465 | | |
Solelyto 39 of the Company’s properties which became subject to separate property management agreements with respectthe
applicable term.
RCS, RCS Advisory Services, LLC (“RCS Advisory”), American National Stock Transfer, LLC (“ANST”) and SK Research, LLC (“SK Research”) are subsidiaries of RCAP that provided professional services to the Company through January 2016. Mr. Weil served as chief executive officer of RCAP until November 2015 and a director of RCAP until December 2015. Prior to or in connection with the RCAP bankruptcy in January 2016, all arrangements between either us, including agreements entered into by AR Global and its affiliates on our behalf, on the one hand, and subsidiaries of RCAP, on the other hand, were terminated.
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. The Company is neither named in the suit, nor are there any allegations related to the services the Advisor provides to us. Our Advisor has informed us that it believes that the suit is without merit and intends to defend against it vigorously.
Agreement
We have entered into an indemnification agreement with each of our directors and officers, and certain former directors and officers, the Advisor and certain of its affiliates, providing for indemnification and advancement of such directors and officersexpenses to them in connection with claims or liability they may become subject to due to their service to us consistent with the provisions of our charter. No amountscharter and Maryland law. Since January 1, 2019 and through the date of this Proxy Statement, we have been paidreimbursed the Advisor for approximately $1.0 million with respect to litigation expenses incurred by us to these individuals pursuantthe Advisor in connection with the litigation, which was settled in March 2019, related to the indemnification agreement through March 27, 2017.
2019.
Board and the SEC.
2019 for filing with the SEC.
audit committee.
REPORTS