Edward G. Rendell
About Edward G. Rendell
Edward G. Rendell, age 81, has served as an independent director of Global Net Lease, Inc. (GNL) since March 2012. He is the former 45th Governor of Pennsylvania (2003–2011) and Mayor of Philadelphia (1992–2000), and previously served as General Chairperson of the Democratic National Committee (1999–2001). An attorney and Army veteran, he holds a B.A. from the University of Pennsylvania and a J.D. from Villanova Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth of Pennsylvania | Governor (45th) | Jan 2003–Jan 2011 | Chief executive leadership of state operations |
| City of Philadelphia | Mayor | Jan 1992–Jan 2000 | Executive leadership of city governance |
| Democratic National Committee | General Chairperson | Nov 1999–Feb 2001 | National party leadership |
| Private Practice | Attorney | Various | Legal practice experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| NHP | Independent Director | Since Dec 2015 |
| FBLC | Independent Director | Since Jan 2011 |
| RTL (pre-merger) | Director | Feb 2017–Sep 2023 |
| RCA (merged into RTL) | Independent Director | Oct 2012–Feb 2017 |
| Business Development Corporation of America II (BDCA II) | Independent Director | Aug 2014–Sep 2016 |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined Governor Rendell is independent under NYSE and SEC rules . |
| Board Meetings (2024) | Board held 10 meetings; all directors attended Board and all committee meetings while members . |
| Committees (2024) | Compensation Committee member (8 meetings; all attended) . Nominating & Corporate Governance Committee member (7 meetings; all attended) . |
| Committee Chairs | None (Compensation Committee chaired by Dr. Antone; N&CG chaired by Leslie D. Michelson) . |
| Compensation Committee Interlocks | None in 2024 per SEC rules . |
| Board Composition | 10 directors, 9 independent; Governor Rendell nominated for election for term through 2026 annual meeting . |
| Lead Independent/Chair | Non-executive Chair: P. Sue Perrotty . |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer (standard independent director program) | $75,000 |
| Committee member retainers (per committee) | $20,000 (Audit/Comp/Nominating) |
| Committee chair retainer (if applicable) | $30,000 (Audit/Comp/Nominating chairs) |
| Annual equity grant (RSUs) | $130,000 grant-date value; 2024 annual director RSUs granted June 13, 2024 vest May 22, 2025 |
| 2024 Actual – Edward G. Rendell | Cash fees: $142,214; Stock awards: $130,000; Total: $272,214 |
| Stock in lieu of cash option | Directors may elect to receive retainers in common stock under the 2021 Equity Plan |
Performance Compensation
| Metric | Application to Director Compensation |
|---|---|
| RSU vesting | Annual director RSUs vest time-based on the day preceding the next annual meeting; prorated vesting on departure (except “Cause”) . |
| Change-of-control treatment | All then-outstanding annual RSU awards held by non-employee directors vest upon a Change of Control . |
| Options/PSUs/Non-equity incentives | No option awards or non-equity incentive compensation granted to non-employee directors in 2024 . |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee Interlocks | No interlocks in 2024; none of GNL’s executive officers had reciprocal roles at entities with overlapping compensation committee relationships . |
| Shared networks | Prior board service at RTL, RCA, and BDCA II indicates experience across AR Global–affiliated vehicles and diversified capital markets entities . |
Expertise & Qualifications
- Executive leadership: Former Governor and Mayor; deep public-sector and policy experience .
- Legal expertise: J.D., private practice attorney .
- Board experience: Multi-entity independent director roles across real estate and finance-related organizations .
- Independence and governance: Determined independent; service on compensation and nominating committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Edward G. Rendell | 113,779 | <1% | Excludes 22,003 shares issuable upon vesting of unvested RSUs . |
| Shares Outstanding (as of Mar 15, 2025) | 229,548,346 | — | Basis for percent calculations . |
| Director Stock Ownership Guidelines | Expected ownership equal to 5× annual cash retainers; 5 years to comply from Jan 1, 2024 or board join date; includes vested and unvested RSUs (excludes options and performance-contingent unvested awards) . | ||
| Pledging/Hedging | Not disclosed in proxy; Insider Trading Policy adopted and filed with 2024 Annual Report . |
Governance Assessment
- Board effectiveness and engagement: Strong attendance (100% at Board and committee meetings); active roles on Compensation and Nominating committees with 8 and 7 meetings respectively, signaling engagement in pay and governance oversight .
- Independence and conflicts: Affirmative independence determination and no compensation committee interlocks reported for 2024, reducing conflict risk .
- Ownership alignment: Annual director RSUs and robust stock ownership guidelines (5× cash retainers, measured to include RSUs) support alignment, though actual guideline compliance status is not disclosed in the proxy .
- Compensation structure signals: Director pay mix is cash plus time-based RSUs; no options or non-equity incentives in 2024; change-of-control acceleration of director RSUs is a potential red flag for pay-for-performance purists in governance-sensitive contexts .
- Refreshment and succession: Long tenure (since 2012) and age (81) underscore the importance of ongoing board refreshment and succession planning; current nomination indicates continued service with majority-independent board and a non-executive chair .
RED FLAGS: Change-of-control vesting of director RSUs (accelerated vesting without performance linkage) may be viewed as shareholder-unfriendly by some governance frameworks .
Key Comforts: Independence confirmed; no related-party committee interlocks; full attendance; clear stock ownership guidelines; formal related-party transaction oversight via Audit Committee .