Christopher J. Masterson
About Christopher J. Masterson
Christopher J. Masterson, 42, is Chief Financial Officer, Treasurer and Secretary of Global Net Lease (GNL) since November 2017; previously CFO/Treasurer of NYC REIT (2019–2023), Chief Accounting Officer roles across GNL/RTL/RCA at AR Global, and prior finance roles at Goldman Sachs (VP, Merchant Banking Division Controllers) and KPMG; he is a CPA in New York and holds a BBA from the University of Notre Dame and an MBA from NYU . Company TSR was 80.03 versus peer index 111.46 for 2023 ; revenues expanded materially post-merger (FY 2024 $805.0m vs FY 2023 $515.1m) with EBITDA up, though net income remained negative (see table) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Net Lease (pre-internalization) | Chief Accounting Officer | 2013–2017 | Led accounting for GNL amidst advisor/manager structure transitions |
| The Necessity Retail REIT (RTL) | Chief Accounting Officer | 2013–2017 | Supported financial reporting at a large net-lease REIT |
| Business Development Corporation of America II | CFO (BDCA Adviser II, LLC) | ~2013–2017 | Oversaw finance for advisor to BDC |
| NYC REIT (American Strategic Investment Co.) | CFO/Treasurer | 2019–2023 | Public REIT CFO role prior to internalization of GNL |
| Goldman Sachs & Co. | Vice President, Controllers (Merchant Banking Division) | 2006–2013 | Division financial controls for private investments |
| KPMG LLP | Auditor | 2004–2006 | Assurance and audit experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AR Global | Various finance roles (incl. Chief Accounting Officer) | 2013–2017 | Built multi-REIT finance capabilities |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary | $425,000 | $440,000 (+3.5%) | Adjusted toward market median |
| Annual Incentive Plan Target Opportunity | 159% of base salary | $800,000 flat target | 2024 incentives % of base; 2025 fixed dollar |
| Annual Incentive Plan Threshold/Max | 85% / 235% of base | Not shown in % terms (2025 metrics disclosed) | See Performance Compensation section |
Multi-year compensation summary:
| Metric | 2023 | 2024 |
|---|---|---|
| Salary | $90,096 | $425,000 |
| Bonus (discretionary/sign-on) | $628,827 | — |
| Stock Awards (RSUs/PSUs) | $1,947,518 | $297,929 (Transitional RSUs) |
| Non-Equity Incentive (AIP cash) | — | $819,655 (2024 AIP paid Mar-2025) |
| All Other Compensation | $111,232 | $118,667 (incl. dividends on unvested awards) |
| Total | $2,777,714 | $1,661,251 |
Performance Compensation
2024 Annual Incentive Program (AIP) design and outcome for the CFO:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Note |
|---|---|---|---|---|---|---|
| AFFO per share | 35% | $1.30 | $1.35 | $1.40 | $1.32 | Below target on AFFO |
| Investment-grade tenants (% of Adjusted SLR) | 15% | 53% | 56% | 59% | 62.8% | Above maximum |
| Synergies realized | 25% | $71.25m | $75.00m | $78.75m | $84.72m | Above maximum |
| Individual & role-specific | 25% | — | — | — | Scored maximum | Maximum score |
| Total AIP paid (Mar-2025) | — | — | — | — | — | $819,655 |
2025 AIP metrics (for context): AFFO/share (20%), Dispositions (20%), Net Debt/Adjusted EBITDA (20%), Total Net Debt Reduction (15%), Individual objectives (25%) .
2025 LTIP targets (annual):
| Component | Target Value | Vesting/Structure |
|---|---|---|
| PSUs | $720,000 | 3-year performance (2025–2027) with 50–225% payout; metrics: Relative TSR vs peer (30th/55th/75th pct), Absolute TSR (5%/8%/12%), Net Debt/Adj. EBITDA (6.7x/6.5x/6.3x) |
| Time-based RSUs | $480,000 | Ratable over 3 years |
| Total 2025 LTIP Target | $1,200,000 | 60% PSUs / 40% RSUs |
Equity Ownership & Alignment
- Beneficial ownership: 113,394 shares; less than 1% of class (based on 229,548,346 shares outstanding as of Mar 15, 2025) .
- Outstanding unvested awards (Dec 31, 2024):
- RSUs/restricted shares: 5,244 (6/24/2021), 15,450 (4/25/2022), 30,000 (6/16/2023), 30,799 (11/29/2023), 19,397 (11/29/2023 one-time), 55,148 (3/4/2024), 41,379 (12/27/2024) .
- PSUs: 39,331 (11/29/2023), threshold count per SEC reporting conventions .
- RSU dividend treatment: Late-2024 RSUs pay nonforfeitable cash dividends concurrently with common dividends prior to vesting; reported in “All Other Compensation” .
- Hedging/pledging: Directors and officers are prohibited from hedging, short sales, trading in publicly traded options or trading on margin involving GNL securities ; RSU agreements restrict transfer/pledging of RSUs .
- Executive stock ownership guidelines: Non-employee director guidelines are disclosed (5x annual cash retainers) ; no explicit executive ownership guideline disclosed in the proxy.
Equity vesting schedules (selected grants):
| Grant | Type | Shares | Vesting |
|---|---|---|---|
| 6/16/2023 | Restricted Shares | 40,000 | 25% annually from 6/12/2024 |
| 11/29/2023 | RSUs | 46,198; plus 29,096 one-time | 3 equal annual installments from 10/1/2024 |
| 11/29/2023 | PSUs | 78,661 target; 39,331 threshold | Earned after 3-year performance (2023–2026) |
| 3/4/2024 | RSUs (AIP equity) | 55,148 | 3 equal annual installments from 3/4/2025 |
| 12/27/2024 | RSUs (Transitional) | 41,379 | 3 equal annual installments beginning first anniversary of 10/1/2025 |
2024 vesting activity and value realized:
| Metric | 2024 |
|---|---|
| Shares acquired on vesting | 51,104 |
| Value realized on vesting | $404,031 |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment agreement date | December 20, 2023 |
| Base salary | $425,000 (2024); market adjustment to $440,000 (2025) |
| Annual bonus eligibility | AIP-based; CFO thresholds 85%/159%/235% of base (2024) |
| Severance (death/disability) | Accrued bonus; pro-rata current-year bonus (target if Q1 termination; actual thereafter); accelerated vesting of RSUs; accelerated PSUs based on actual performance, prorated |
| Severance (without cause / good reason) | Accrued bonus; pro-rata bonus; next RSU tranche vests; PSUs vest based on actual performance, prorated; cash severance = 1×(base salary + average bonus of prior 2 years), paid over 12 months |
| Change-in-control severance | Full RSU vesting; PSUs vest based on performance through CIC (no proration); cash severance = 1.5×(base salary + average bonus of prior 2 years) |
| Restrictive covenants | 12-month non-compete and non-solicit; confidentiality, cooperation, non-disparagement |
| Clawback policy | Dodd-Frank compliant incentive recoupment on restatements |
Company Performance (for pay-for-performance alignment)
Annual fundamentals:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 378,857,000 | 515,070,000 | 805,010,000 |
| EBITDA ($) | 276,264,000* | 311,689,000* | 596,152,000* |
| Net Income - (IS) ($) | 12,023,000 | -211,910,000 | -131,572,000 |
Quarterly fundamentals (last 4 quarters, oldest to newest):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 199,115,000 | 132,415,000 | 124,905,000 | 121,013,000 |
| EBITDA ($) | 146,911,000* | 97,382,000* | 97,050,000* | 92,694,000* |
| Net Income - (IS) ($) | -6,522,000 | -189,379,000 | -24,143,000 | -60,116,000 |
*Values retrieved from S&P Global.
Pay versus performance context:
- Company TSR value (fixed $100 investment): 2023 = 80.03 vs peer group TSR 111.46 .
- 2024 AIP metrics emphasized AFFO/share, tenant quality, and synergy capture; company recognized $85m synergies and executed $835m dispositions at 7.1% cash cap rate, while staying within AFFO/share guidance range .
Compensation Structure Analysis
- Shift to formulaic AIP with majority tied to pre-set performance (CFO 75% weighted to financial/operational goals) .
- LTIP shifted to calendar-year alignment and increased PSUs with reduced max payout from 275% to 225% (market-standard) .
- RSU dividend policy evolved: transitional/2025 RSUs pay current cash dividends prior to vest, enhancing cash flow around vesting and potentially reducing forced selling for taxes .
- Say-on-pay support improved (2024: 79.4% approval), indicating shareholder acceptance of the new framework .
Risk Indicators & Red Flags
- Hedging prohibited; RSU/award transfer/pledge restricted .
- No tax gross-ups; no single-trigger CIC cash severance for executive officers; capped payouts .
- Related party/committee governance disclosed; no compensation committee interlocks in 2024 .
- No explicit disclosure of executive pledging; monitor forms 4 for any hedging/pledging concerns (not surfaced in proxy).
Say-on-Pay & Peer Group
- 2024 say-on-pay approval: ~79.4% .
- Peer group recalibrated in 2024/2025 to center GNL near median size and add sector-relevant peers; compensation targeted to peer medians .
Expertise & Qualifications
- CPA (NY), BBA Notre Dame, MBA NYU; deep REIT finance and public company CFO experience .
- Executive officer leading internalization finance processes and 2024 disposition/ deleveraging execution .
Vesting Schedules and Insider Selling Pressure
- 2024 vesting: 51,104 shares; $404,031 value realized .
- Upcoming staggered annual vesting across multiple grants (March and October anniversaries) may create periodic supply; concurrent cash dividend payments on certain RSUs can help offset tax-selling needs .
Employment Contracts, Severance, and Change-of-Control Economics
- Severance multiples: 1× salary+avg bonus without cause/good reason; 1.5× under CIC; accelerated equity vesting rules favor retention but balance shareholder alignment via performance-based PSU treatment .
- 12-month non-compete and non-solicit mitigate immediate departure risk .
Investment Implications
- Pay-for-performance alignment improved: AIP formula and 2025 LTIP metrics (TSR and leverage) link compensation to deleveraging and shareholder returns—positive for alignment .
- Retention risk appears contained: severance structure plus 12-month non-compete/non-solicit, with significant unvested equity and performance-contingent PSUs .
- Ownership alignment is modest (<1% beneficial ownership); continued staggered vesting and RSU dividends may temper selling pressure, but monitor Form 4s around vest dates for supply signals .
- Company fundamentals show revenue/EBITDA scale-up post-merger but persistent net losses; the compensation framework’s debt metrics and AFFO focus are appropriate; execution on dispositions and leverage targets should be tracked for payout risk and TSR impact .