Dr. M. Therese Antone
About Dr. M. Therese Antone
Independent director at Global Net Lease (GNL) since March 2020; age 85; currently Chair of the Compensation Committee (since February 2024) and member of the Audit Committee, with the Board affirming her independence under NYSE and SEC rules . Background includes Chancellor of Salve Regina University (since 2009), prior professor and EVP for corporate affairs; education: Ed.D. (Harvard, administration/planning/social policy), M.A. in Mathematics (Villanova), and MIT Sloan international senior executive program . The Board and committees met regularly in 2024 (Board: 10; Audit: 6; Compensation: 8; Nominating: 7; Finance: 4), and all directors attended all meetings of the Board and committees on which they served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Net Lease, Inc. | Audit Committee Chair | March 2020 (historical) | Served as Audit Chair; designated “audit committee financial expert”; oversaw financial reporting integrity . |
| Global Net Lease, Inc. | Compensation Committee Chair | February 2024–present | Leads compensation oversight; independent; no interlocks in 2024 . |
| Mercy Investment Services | Director; Compensation Committee member | Jan 2011–Dec 2021 | Governance and compensation oversight at faith-based investment organization . |
| Rhode Island Ethics Commission | Commissioner | Jan 2015–Dec 2021 (prior service) | State ethics oversight; regulatory governance experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Davis Educational Foundation | Board of Trustees member | Current | Non-profit governance in higher education . |
| Rhode Island Ethics Commission | Commissioner | Current | Ethics oversight; public sector governance . |
| Holy Spirit University (Kaslik, Lebanon) | Board member | Current | International academic governance . |
| Newport Restoration Foundation | Board member; Treasurer | Current | Financial stewardship in non-profit cultural institution . |
| Newport Hospital Foundation | Board of Trustees member | Current | Healthcare philanthropy governance . |
| Salve Regina University | Chancellor | 2009–present | Institutional leadership; academia and administration . |
| G&P Acquisition Corp. (SPAC) | Independent Director; Audit Committee member | Since Mar 2021 (historical) | Public company audit oversight (SPAC sponsored by advisor affiliates) . |
Board Governance
- Independence: The Board has affirmed Dr. Antone’s independence under NYSE listing standards and SEC rules; nine of ten directors are independent .
- Committee assignments: Chair, Compensation Committee; member, Audit Committee. Audit Committee designates her as an “audit committee financial expert” .
- Attendance: All directors attended all Board and applicable committee meetings during 2024 (Board: 10; Audit: 6; Compensation: 8; Nominating: 7; Finance: 4) .
- Conflicts oversight: In 2023, conflicts committee membership included Dr. Antone; charter covers related party transactions and conflict evaluations (Item 404) .
- Hedging policy: Directors are prohibited from hedging, short sales, publicly traded options and margin trading in company securities .
- Bylaw amendments: In April 2025, Board empowered stockholders to amend bylaws by majority vote (with carve-outs) .
- Leadership and executive sessions: Non-executive Chair presides and the governance structure contemplates executive sessions of independent directors .
Fixed Compensation
| Component | Structure (Annual) | 2024 Actual (USD) |
|---|---|---|
| Cash retainer (independent director) | $75,000 | Included in cash total below . |
| Committee chair retainer | $30,000 (Audit, Compensation, Nominating chairs) | Compensation Chair retainer included . |
| Committee member retainer | $20,000 (per committee) | Audit membership retainer included . |
| Non-executive Chair retainer | $115,000 (for Chair; not applicable to Antone) | N/A . |
| Dr. Antone – Fees Paid in Cash (2024) | — | $132,921 . |
Notes:
- Directors may elect to receive retainers in common stock in lieu of cash; election irrevocable for the director year .
- Meeting fees are not part of the standard program; expenses for attendance may be reimbursed .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (Director) | Jun 13, 2024 | Notional RSUs (per director) | $130,000 | RSUs vest the day before the next annual meeting (May 22, 2025) . |
Notes:
- Director RSUs vest time-based; all outstanding Annual RSUs vest upon Change of Control and settle within 30 days .
- Director equity grants are sized by grant date closing price and prorated for partial service .
Other Directorships & Interlocks
| Company/Institution | Role | Public/Private | Overlap/Interlock Considerations |
|---|---|---|---|
| G&P Acquisition Corp. | Independent Director; Audit Committee | Public (SPAC) | Sponsored by advisor affiliates historically; provides audit oversight experience . |
| Mercy Investment Services | Director; Compensation Committee (prior) | Private (faith-based investing) | Compensation governance experience . |
| Rhode Island Ethics Commission | Commissioner | Public | Public ethics governance . |
| Davis Educational Foundation; Newport Restoration Foundation; Newport Hospital Foundation; Holy Spirit University | Board/Trustee roles | Non-profit/Academic | Broad governance roles; no disclosed related-party transactions with GNL . |
Compensation Committee Interlocks: None disclosed for 2024; no GNL executive served on another entity’s compensation committee with reciprocal relationships .
Expertise & Qualifications
- Audit committee financial expert designation; deep oversight of financial reporting and compliance .
- Academic and administrative leadership (Chancellor, Salve Regina University); advanced degrees in education administration and mathematics; executive training at MIT Sloan .
- Multi-sector board experience (non-profit, academic, finance), with prior compensation committee roles .
Equity Ownership
| Holder | Date (Record) | Beneficial Shares | % of Class | Unvested RSUs Excluded |
|---|---|---|---|---|
| Dr. M. Therese Antone | Apr 1, 2024 | 11,189 | <1% | 7,719 unvested RSUs excluded . |
| Dr. M. Therese Antone | Mar 15, 2025 | 14,713 | <1% | 22,003 unvested RSUs excluded . |
Stock ownership guidelines:
- Non-employee directors expected to own common stock equal to 5x annual cash retainers; compliance window is five years from the later of Jan 1, 2024 or date of joining the Board (for Antone, by Jan 1, 2029) .
- Unvested time-based and RSU awards count toward guidelines; options/SARs and performance-contingent unvested portions excluded .
Pledging/Hedging:
- Hedging and short sales prohibited under Insider Trading Policy; no pledging disclosures identified for Antone .
Governance Assessment
- Strengths: Independent director; Compensation Chair; Audit Committee financial expert; full attendance; robust director ownership guidelines; hedging prohibition; enhanced shareholder bylaw rights .
- Compensation alignment: 2024 director pay mix combines fixed cash ($132,921) and equity ($130,000 RSU), aligning with shareholder outcomes via time-based vesting; no option awards or non-equity incentives .
- Conflicts oversight: Participation in conflicts review in 2023; Audit Committee formally reviews related-person transactions and cybersecurity risks .
- Shareholder signals: Say-on-Pay support of ~79.4% at 2024 annual meeting suggests moderate investor acceptance of pay practices; Compensation Committee engaged independent consultant (Ferguson Partners) and implemented formulaic AIP and PSU changes (executive program) .
- Potential Red Flags: Large shareholder influence via Bellevue noted (with director nomination rights upon certain conditions), though Antone is affirmed independent and committees oversee related-party transactions; monitor for continued independence and any future transactions involving affiliates .
Overall, Dr. Antone brings seasoned governance and financial oversight to GNL’s Board with strong independence and attendance records, committee leadership in compensation, and alignment mechanisms via director equity and ownership guidelines, while conflicts processes and bylaws enhancements mitigate concentration risks from significant shareholders .