Edward M. Weil, Jr.
About Edward M. Weil, Jr.
Edward M. Weil, Jr. (age 58) is Chief Executive Officer and President of Global Net Lease, Inc. (GNL) and has served on the board since 2017; he became sole CEO in March 2024 following the internalization and co-CEO transition period . He is also CEO of AR Global Investments, LLC (since January 2016) and attended George Washington University . Under his leadership in 2024, GNL executed $835 million of asset dispositions at a 7.1% cash cap rate, recognized $85 million of merger/internalization cost synergies (above the $75 million projection), reduced leverage, and increased occupancy . Total shareholder return (TSR) for 2024 declined approximately 14% versus +5% for the NAREIT index; the PEO “compensation actually paid” for 2024 decreased ~31% year-over-year while pay design was shifted further to at-risk, equity-heavy compensation for 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Net Lease, Inc. | Director; CEO & President (sole CEO since Mar-2024; previously Co-CEO post-internalization) | Director since 2017; CEO since 2024 | Led internalization integration, $835m dispositions, $85m synergies, leverage reduction |
| AR Global Investments, LLC | Chief Executive Officer | Since Jan-2016 | Oversight of multiple REIT platforms historically associated with GNL’s predecessor structures |
| The Necessity Retail REIT (RTL) | Chairman; CEO & President (until internalization) | Nov-2015 to internalization | Led platform that merged into GNL as part of 2023 internalization |
| American Strategic Investment Co. (NYC) | Executive Chairman (until Sep-2023); CEO/President/Secretary (since Mar-2017) | 2017–2023 | Public REIT leadership (NYC-focused) |
| National Healthcare Properties, Inc. (NHP) | Director (since Oct-2016); CEO (Aug-2018 to Sep-2023) | 2016–present (director); 2018–2023 (CEO) | Healthcare real estate REIT leadership |
| American Realty Capital entities (various) | Multiple senior roles and chairmanships incl. Healthcare Trust III, Global Trust II, Retail Centers of America | Various through 2019 | M&A and REIT platform leadership; Global II merged with GNL (Dec-2016) |
| RCS Capital Corporation (RCAP) / Realty Capital Securities (RCS) | Director and executive officer; RCAP filed Chapter 11 in Jan-2016 | 2013–2015 (RCAP); 2010–2015 (RCS) | Capital markets distribution; RCAP bankruptcy is a governance risk marker |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AR Global Investments, LLC | Chief Executive Officer | Since 2016 | External sponsor/manager lineage for prior REIT platforms |
| National Healthcare Properties, Inc. (NHP) | Director | Since 2016 | Independent healthcare REIT directorship |
Fixed Compensation
| Year | Base Salary | Notes |
|---|---|---|
| 2024 | $2,000,000 | Under prior agreement; renegotiated Nov-21-2024 |
| 2025 | $1,000,000 | Reduced to align with market, shift to variable/equity |
- Perquisites: “All Other Compensation” for 2024 included approximately $150,000 travel allowance; remainder reflects life insurance and 401(k) matches .
- 2024 director fees: Weil received no director compensation as a serving executive .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Results (paid Mar-2025)
| Metric | Weight (CEO) | Threshold | Target | Maximum | Actual | Outcome/Notes |
|---|---|---|---|---|---|---|
| AFFO per share | 40% | $1.30 | $1.35 | $1.40 | $1.32 | Near-threshold; underscores deleveraging year trade-offs |
| Investment-grade tenants % of adj. SLR | 15% | 53% | 56% | 59% | 62.8% | Exceeded maximum |
| Synergies achieved | 25% | $71.25m | $75.00m | $78.75m | $84.72m | Exceeded maximum |
| Individual/role-specific | 20% | — | — | — | Max | CEO assessed at maximum based on internalization and dispositions execution |
- 2024 AIP payout: $1,360,000 cash to Weil (committee elected 100% cash vs. 50/50 cash/equity under prior contract) .
- Note: Prior agreement provided a minimum bonus; it did not affect 2024 given formulaic funding; minimum bonus removed for 2025 .
Annual Incentive Plan – 2025 Design
| Metric | Weight | Rationale |
|---|---|---|
| AFFO per share | 20% | Profitability focus, quality of earnings |
| Dispositions | 20% | Execute planned asset sales in 2025 |
| Net Debt / Adjusted EBITDA | 20% | Balance sheet strength and ratings focus |
| Total Net Debt Reduction | 15% | Liquidity and leverage improvement |
| Individual & role-specific | 25% | Execution of strategic plan |
- 2025 AIP target opportunity for Weil: $1,500,000 (threshold 50% and max 200% of salary per employment agreement) .
Long-Term Incentives (LTIP)
- Transitional RSU grant (Nov-25-2024): $1,375,000 grant-date fair value to align cycle to calendar; vests ratably over 3 years from 10/1/2025 .
- 2025 Annual LTIP Target: $5,500,000 (40% time-based RSUs, 60% PSUs; PSU payout range 50%–225%) .
PSU metrics and hurdles for 2025–2027 cycle:
| Metric | Weight | Threshold (50%) | Target (100%) | Maximum (225%) |
|---|---|---|---|---|
| Relative TSR vs custom net lease peers | 33.33% | 30th pctile | 55th pctile | 75th pctile |
| Absolute TSR | 33.33% | 5.0% | 8.0% | 12.0% |
| Net Debt / Adjusted EBITDA | 33.33% | 6.7x | 6.5x | 6.3x |
Legacy 2023 PSU framework (in effect for 2023–2026 awards) used relative TSR vs MSCI US REIT and a custom net-lease peer group plus absolute TSR with max 275% (reduced to 225% for 2025) .
Multi-year Executive Compensation (reported)
| Year | Salary | Bonus | Stock Awards | Non-Equity Incentive | All Other | Total |
|---|---|---|---|---|---|---|
| 2024 | $2,000,000 | $333,333 | $1,375,000 | $1,360,000 | $164,556 | $5,232,889 |
| 2023 | $519,683 | $1,008,757 | $3,464,664 | — | $47,885 | $5,040,989 |
- 2024 “bonus” reflects $333,333 signing bonus under the new employment agreement; 2024 “stock awards” reflect the transitional RSU grant; “non-equity incentive” reflects AIP cash bonus .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 159,184 shares (<1%) as of Mar-15-2025 |
| Unvested equity (excluded from beneficial count) | 574,869 RSUs unvested; 107,265 unvested PSUs (threshold disclosure) |
| Notable grants/vesting | 181,878 RSUs (11/25/2024) vest in 3 equal annual tranches from 10/1/2025; 20,734 RSUs (3/4/2024) vest in 13 monthly installments; 83,966 RSUs (11/29/2023) vest over 3 years from 10/1/2024 |
| Options | None outstanding; Company had no stock options in 2024 |
| Hedging/shorting/margin | Company prohibits hedging, short sales, public options trading, and margin trading by directors and officers |
| Pledging | No specific pledging disclosure; margin trading is prohibited |
| Director stock ownership guidelines | Apply to non-employee directors (5x annual cash retainer target; 5-year compliance window); not applicable to Weil as a serving executive |
| Bellevue-related holdings | Weil owns a non-controlling interest in Bellevue Capital Partners LLC (12.8% owner of GNL); he disclaims beneficial ownership and has no voting or investment power over Bellevue’s shares |
Contingent equity overhang: In January–March 2025, GNL granted “Contingent Awards” subject to shareholder approval of the 2025 plan, including 772,473 shares for Weil, vesting through 2028; absent approval, these settle in cash at vesting .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Entered Nov-21-2024; effective Jan-1-2025; runs to Jan-1-2029 with automatic 1-year renewals |
| Base salary | $1,000,000 per annum |
| AIP (cash bonus) | Threshold 50% of salary; Target 150%; Max 200%; goals set within 90 days of year start |
| LTIP | Annual target $5,500,000 (40% RSUs vesting ≤4 years; 60% PSUs with 50%–225% payout range) |
| Signing/transition | One-time signing bonus $333,333 (paid in 2024) and one-time transitional RSU $1,375,000 (3-year vesting from Oct-2024) |
| Severance (death/disability) | 1x salary; prior-year unpaid bonus; COBRA up to 18 months; accelerated vesting of time- and performance-based awards (PSUs at target at period-end) |
| Severance (without cause / good reason) | 2x salary and 2x target bonus; COBRA up to 12 months; accelerated vesting of equity (performance awards as specified) |
| CIC severance window | If termination without cause/for good reason within 4 months before or 18 months after CIC: 3x salary and 3x target bonus; COBRA up to 18 months; accelerated equity (performance measured at CIC) |
| Restrictive covenants | 1-year non-compete and non-solicit; confidentiality, non-disparagement, IP |
| Clawback | Policy consistent with SEC/NYSE rules; 3-year lookback on erroneously awarded incentive comp upon restatement |
Severance scenario illustration (as of 12/31/2024 using $7.30 stock price) shows total payouts of ~$6.2m (death/disability), ~$8.7m (without cause/good reason), and ~$11.2m (CIC termination), including accelerated equity .
Board Governance
- Roles and structure: Non-Executive Chair is P. Sue Perrotty; Weil serves as CEO/President and Director; nine of ten directors are independent; Weil is not independent .
- Committee roles: Weil serves on the Finance Committee; chairs and other committee members are independent .
- Attendance: The Board held 10 meetings in 2024 and all directors attended their meetings and committee meetings; all directors attended the 2024 annual meeting .
- Independence considerations: CEO is not Chair (mitigates combined role concerns); however, the CEO’s Finance Committee membership reduces distance from certain capital allocation oversight (disclosed) .
- Director compensation: Non-employee directors receive $75,000 annual cash retainer ($115,000 for Chair), $130,000 RSUs annually, and committee retainers (chair $30,000; members $20,000); executives (including Weil) receive no director fees .
Compensation Structure Analysis
- Mix shift and leverage: 2025 program emphasizes pay-for-performance—87% of CEO’s target pay is variable, 68% is equity; PSU upside reduced from 275% to 225%; AIP minimum bonus eliminated .
- Metric alignment: 2025 AIP and PSUs directly tie to deleveraging (Net Debt/EBITDA, total debt reduction), TSR, and disposition execution—aligned with investor priorities in current credit environment .
- Peer benchmarking: Peer group recalibrated in August 2024 to reflect size/strategy; GNL approximates the median size (54th percentile total capitalization) .
- Say-on-pay: 79.4% approval at 2024 annual meeting; the committee cites shareholder feedback in moving to formulaic AIP and increasing performance-based equity .
Related Party Transactions and Governance Risk Indicators
- Related party services: Post-internalization, AR Global (parent of former advisor) provided capped transitional services; GNL reimbursed ~$492,710 in 2024 (cap met June 2024); GNL provided similar capped services back to the advisor .
- Ownership/nomination right: Weil owns a non-controlling interest in Bellevue Capital Partners LLC (12.8% holder); he disclaims beneficial ownership and voting/investment control. Bellevue has a conditional nomination right beginning after both Nelson and Weil are no longer on the Board and Bellevue owns ≥10% .
- Prior bankruptcy involvement: RCAP (where Weil was an executive and director) filed Chapter 11 in January 2016 .
- Insider reporting: One late Form 4 by Weil reported for 2024 .
- Hedging/margin policy: Prohibits hedging, short sales, options trading, and margin trading—positive for alignment and risk control .
Vesting Schedules and Potential Insider Selling Pressure
| Grant | Type | Amount | Vesting | Potential Supply Considerations |
|---|---|---|---|---|
| 11/25/2024 | RSU (Transitional) | 181,878 | 3 equal annual tranches from 10/1/2025 | Regular annual releases 2025–2027 |
| 3/4/2024 | RSU (2023 bonus component) | 20,734 | 13 equal monthly installments starting 3/4/2024 | Small, steady monthly supply |
| 11/29/2023 | RSU | 83,966 | 3 equal annual tranches from 10/1/2024 | Annual supply 2024–2026 |
| 2025 Contingent Awards | RSU (subject to 2025 Plan approval) | 772,473 | Through 2028 | If approved, material multi-year supply; if not, cash settlement instead |
No stock options outstanding; PSU vesting depends on 3-year performance with potential above-target outcomes if TSR and leverage goals are exceeded .
Performance & Track Record
| Measure | 2024 Outcome | Context |
|---|---|---|
| Dispositions | $835 million at 7.1% cash cap rate | Accelerated non-core pruning |
| Cost synergies | $85 million | Exceeded $75 million projection from merger/internalization |
| Balance sheet | Net debt reduced; proactive 2025 maturity management (~$250m reduction) | Focus on liquidity and leverage |
| TSR | Approximately -14% (vs NAREIT +5%) | Shareholder return headwind year despite operational execution |
Director Compensation (for reference; Weil not paid as director)
| Component | Amount/Policy |
|---|---|
| Cash Retainer | $75,000; Non-Executive Chair $115,000 |
| Committee Retainers | Chair $30,000; Member $20,000 |
| Equity | $130,000 RSUs annually; one-year vest; pro-rata for partial year |
| Ownership Guidelines | 5x annual cash retainer; 5-year compliance period |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 79.4% of votes cast supported NEO compensation; the Compensation Committee adjusted design (formulaic AIP, peer group refresh, increased performance equity, lowered PSU max, added leverage metric) responsive to investor input .
Expertise & Qualifications
- Deep multi-REIT leadership experience (public company CEO/chair roles), extensive M&A execution across REIT platforms, and capital allocation/portfolio optimization credentials; education at George Washington University .
- Industry governance note: past executive association with RCAP bankruptcy (2016) is a legacy risk flag to monitor .
Work History & Career Trajectory
| Company | Role | Tenure | Notes |
|---|---|---|---|
| GNL | CEO & President; Director | 2024–present (CEO); Director since 2017 | Internalization to internal management; deleveraging program |
| AR Global | CEO | 2016–present | Sponsor leadership |
| RTL (now integrated) | Chairman; CEO & President | 2015–internalization | Net-lease retail platform |
| NYC REIT (American Strategic Investment Co.) | Executive Chairman to Sep-2023 | 2015–2023 | NYC office REIT |
| NHP | Director; CEO (2018–2023) | 2016–present (director) | Healthcare real estate |
Compensation Committee Analysis
- Committee composition: Independent directors only; chaired by Dr. M. Therese Antone; 8 meetings in 2024 .
- Consultant: Ferguson Partners engaged in July 2024; independence affirmed; supported peer group setting, goal calibration, plan design .
- Risk review: Committee concluded compensation policies are not reasonably likely to have a material adverse effect; program uses multi-year vesting, balanced cash/equity mix, and capped payouts .
Investment Implications
- Alignment improved: 2025 pay mix is materially more performance- and equity-heavy, with explicit leverage metrics in both AIP and PSUs—supportive of shareholder alignment during a balance-sheet-led recovery .
- Supply overhang watch: Multi-year RSU vesting plus 772,473 Contingent Awards (subject to plan approval) represent potential share supply from executive vesting; however, 60% of LTIP is PSU-based with performance gates, tempering guaranteed issuance .
- Governance mitigants: Non-executive Chair structure and independent compensation and audit leadership mitigate CEO/Chair duality concerns; however, Weil’s finance committee membership is notable and should be monitored for capital allocation oversight optics .
- Execution focus: Management delivered cost synergies and balance sheet actions, yet TSR lagged in 2024; 2025 metric design directly targets deleveraging and asset rotation, creating clear performance hurdles tied to investor priorities .
- Legacy risk flags: Prior RCAP bankruptcy association and late Form 4 filing reflect governance diligence points; related-party transition services were capped and disclosed .