Global Net Lease Appoints New Directors, Officer Compensation Disclosed

TL;DR

GNL board shakeup: Stearns out, Rella & Miller in. Officer pay details also filed.

AI Summary

Global Net Lease, Inc. announced on November 21, 2024, the departure of Director Michael R. Stearns and the appointment of two new directors, Steven M. Rella and Scott J. Miller. The company also disclosed compensatory arrangements for certain officers, though specific details and dollar amounts were not provided in this filing.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while details on officer compensation are crucial for understanding executive incentives.

Risk Assessment

Risk Level: medium — Board changes and executive compensation disclosures can sometimes precede or accompany significant strategic shifts or financial events.

Key Players & Entities

• Global Net Lease, Inc. (company) — Filer
• Michael R. Stearns (person) — Departing Director
• Steven M. Rella (person) — Appointed Director
• Scott J. Miller (person) — Appointed Director

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share GNL New York St
• $1,000,000 — s: a base salary at an annual rate of $1,000,000, subject to upwards adjustment based on
• $5,500,000 — with a target grant date fair value of $5,500,000, 40% of which shall be subject to annua
• $333,333 — ommittee; a one-time sign on bonus of $333,333 payable on or prior to December 20, 202
• $1,375,000 — RSUs"), with a grant date fair value of $1,375,000, pursuant to the Employment Agreement,

Filing Documents

• tm2429327d1_8k.htm (8-K) — 49KB
• tm2429327d1_ex10-1.htm (EX-10.1) — 136KB
• 0001104659-24-122161.txt ( ) — 455KB
• gnl-20241121.xsd (EX-101.SCH) — 3KB
• gnl-20241121_def.xml (EX-101.DEF) — 28KB
• gnl-20241121_lab.xml (EX-101.LAB) — 38KB
• gnl-20241121_pre.xml (EX-101.PRE) — 26KB
• tm2429327d1_8k_htm.xml (XML) — 9KB

02 Departure of Directors or Certain Officers; Election

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 21, 2024, Global Net Lease, Inc. (the "Company") entered into an employment agreement (the "Employment Agreement") with Edward M. Weil, Jr., the Company's Chief Executive Officer and President, which agreement is effective as of January 1, 2025, and will replace and supersede Mr. Weil's existing employment agreement with the Company, dated May 23, 2023, in its entirety. The Employment Agreement will continue in full force and effect until January 1, 2029, and will automatically renew for additional one-year periods thereafter unless either the Company or Mr. Weil provides written notice of its or his intent not to renew at least 120 days prior to the scheduled expiration date, or unless the Employment Agreement is terminated earlier in accordance with its terms. Mr. Weil will continue to serve as the Company's Chief Executive Officer and President and, pursuant to the Employment Agreement, the Company has agreed to use its reasonable best efforts to cause the Company to continue to nominate Mr. Weil as a member of the Company's board of directors (the "Board") during the term of the Employment Agreement. Pursuant to the Employment Agreement, Mr. Weil is entitled to, among other things: a base salary at an annual rate of $1,000,000, subject to upwards adjustment based on an annual review by the Board or the Compensation Committee of the Board (the "Compensation Committee"); a performance-based annual cash bonus (the "Annual Bonus") opportunity for each completed calendar year with a threshold amount of 50% of his annual base salary, a target amount of 150% of his annual base salary and a maximum amount of 200% of his annual base salary, as may be adjusted by the Board or the Compensation Committee, provided that the actual amount (if any) of any Annual Bonus shall be determined by the Board or

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No Description 10.1* Employment Agreement, dated as of November 21, 2024, by and between Global Net Lease, Inc. and Edward M. Weil, Jr. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. *Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GLOBAL NET LEASE, INC. Date: November 22, 2024 By: /s/ Christopher J. Masterson Name: Christopher J. Masterson Title: Chief Financial Officer, Treasurer, and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR