Jesse C. Galloway
About Jesse C. Galloway
Jesse C. Galloway, 51, is Executive Vice President and General Counsel of Global Net Lease (GNL) since September 2023. He holds a BA from John Carroll University and a JD from the University of Richmond School of Law, with prior legal roles at AR Global (GC & EVP), Cadwalader Wickersham & Taft, and Harris Beach . Company performance drivers tied to his incentives include 2024 AFFO/share of $1.32 versus a target of $1.35, investment-grade tenant mix of 62.8% of adjusted annualized SLR, and $84.72M merger synergy achievement (above the $75M target) . Over 2020–2024, GNL’s total shareholder return (TSR) index value moved from $95.13 (2020) to $68.95 (2024), while peer TSR was $93.69 to $117.01; executive “compensation actually paid” is linked to TSR and AFFO/share as key measures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Global Net Lease, Inc. | EVP & General Counsel | Sep 2023–present | Leads legal function through internalization, incentive plan redesign and performance-tied metrics |
| AR Global Investments, LLC | General Counsel & EVP | 2008–2018 | Senior legal leadership across REIT advisory platforms |
| Independent Legal Consultant (NYC area) | Counsel to national real estate & financial companies | 2018–2023 | Transactional/operational legal support to real estate/finance clients |
| Cadwalader Wickersham & Taft LLP | Associate, Real Estate Finance | 2004–2008 | Structured real estate finance legal execution |
| Harris Beach LLP | Associate, Commercial Real Estate Dev & Finance | 1998–2004 | Development and finance legal work |
External Roles
No public company directorships or external board roles disclosed for Galloway .
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2025 | $550,000 |
| 2024 | $550,000 |
Performance Compensation
| Element | Structure | Key terms |
|---|---|---|
| Annual AIP (2024) | Formulaic, mostly pre-set metrics | GC bonus opportunity: Threshold 120%, Target 200%, Max 300% of base; paid 50% cash/50% RSUs vesting over 3 years |
| 2024 AIP payout | Cash + RSUs | $761,915 cash and $761,915 RSUs approved in Mar 2025; RSUs vest over three years |
| 2025 AIP target | Cash | $1,100,000 target opportunity; metrics cover AFFO/share, dispositions, leverage and debt reduction, plus individual goals |
| 2025 LTIP target | Equity mix | $660,000 PSUs (60%) and $440,000 RSUs (40%); PSUs 3-year period (2025–2027) with max 225% payout |
2024 AIP Scorecard (GC-specific)
| Metric | Weight (GC) | Target | Actual | Payout/impact |
|---|---|---|---|---|
| AFFO per share | 15.5% | $1.35 | $1.32 | Below target |
| Investment-grade tenants (% of adjusted annualized SLR) | 6.7% | 56% | 62.8% | Above max |
| Merger synergy realization | 11.1% | $75.0M | $84.72M | Above max |
| Individual & role-specific | 66.7% | — | Max score | Scored at maximum per committee |
Equity Grants and Vesting
| Grant Type | Grant Date | Shares/Units | Vesting |
|---|---|---|---|
| RSUs (AIP portion) | 3/4/2024 | 21,178 RSUs | 3 equal annual installments from 3/4/2025 |
| RSUs (Transitional grant) | 12/27/2024 | 37,931 RSUs | 3 equal annual installments (Transitional cycle; 3-year ratable vesting) |
| RSUs (Initial cycle) | 11/29/2023 | 20,299 RSUs; 11,937 RSUs (one-time) | 3 equal annual installments from 10/1/2024 |
| PSUs (Initial 3-yr cycle) | 11/29/2023 | 25,923 PSUs (threshold shown) | Earn at end of 3-year period based on TSR metrics |
2025 PSU Performance Hurdles (3-year)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (225%) |
|---|---|---|---|---|
| Relative TSR vs. custom net lease peer group | 33.33% | 30th percentile | 55th percentile | 75th percentile |
| Absolute TSR | 33.33% | 5.0% | 8.0% | 12.0% |
| Net Debt / Adjusted EBITDA | 33.33% | 6.7x | 6.5x | 6.3x |
Equity Ownership & Alignment
| Ownership metric | Amount/Detail |
|---|---|
| Beneficial ownership (common shares) | 16,004 shares; <1% of outstanding |
| Unvested RSUs outstanding (shares issuable upon vesting) | 238,325 shares excluded from beneficial count |
| Outstanding awards at 12/31/2024 (market value basis at $7.30) | RSUs: $276,896 (12/27/24), $154,599 (3/4/24), $148,185 (11/29/23), $87,138 (11/29/23 one-time); PSUs: $189,238 |
| Hedging/shorting policy | Hedging, short sales, public options trading or margin trading in company stock prohibited |
| Clawback policy | Mandated recovery of erroneously awarded incentive comp upon accounting restatement (3-year look-back) |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement date | September 18, 2023 |
| Base salary | $550,000 |
| Annual bonus structure | AIP with RSU component: 50% cash / 50% RSUs vesting ratably over 3 years |
| Severance (no-Cause / Good Reason) | Cash severance = 1× base + 1× average bonus (or target bonus if before Sep 18, 2025); pro-rated current-year bonus; COBRA premiums for 12 months; accelerated vesting (RSUs time-based, PSUs based on actual performance, prorated) |
| Change-in-control (double trigger) | Cash severance = 2× base + 2× average (or target) bonus; COBRA 18 months; full vesting of time-based equity; PSUs vest based on performance through change-in-control (no proration) |
| Restrictive covenants | 12-month post-termination non-compete and non-solicit; confidentiality and non-disparagement |
Potential Payments Upon Termination (as of 12/31/2024; Common at $7.30)
| Scenario | Salary Payments | Bonus Payments | Accelerated Equity | Other Benefits | Total |
|---|---|---|---|---|---|
| Death/Disability | — | $1,100,000 | $824,514 | — | $1,924,514 |
| Company w/o Cause or Good Reason; or non-renewal | $550,000 | $1,100,000 | $824,514 | $29,232 (12 months COBRA) | $2,503,746 |
| CIC + w/o Cause or Good Reason | $1,100,000 | $2,200,000 | $1,045,287 | $43,848 (18 months COBRA) | $4,389,135 |
Compensation Structure Analysis
- Year-over-year mix emphasizes formulaic, performance-tied cash and equity; GC’s AIP is largely at-risk with notable RSU deferral to align with shareholders (50% RSU vesting over 3 years) .
- Company-wide enhancements include reduced upside on PSUs to 225%, addition of debt metrics, and a peer group refresh placing GNL near median size (54th percentile) to moderate pay inflation risk .
- Governance “don’ts” include no single-trigger cash for executives, no excise tax gross-ups, and no option repricing, lowering red-flag risk .
Performance & Track Record
| Company performance indicator | 2024 result |
|---|---|
| Strategic dispositions | $835M at 7.1% cash cap rate; WA lease term 4.9 years |
| Merger synergies | $85M realized vs. $75M projected |
| Balance sheet actions | ~$250M reduction in 2025 debt maturity; liquidity improvement plan via portfolio sale proceeds |
| Pay vs performance linkage | 2024 TSR index value $68.95 vs peer $117.01; AFFO/share designated as “company selected measure” for CAP |
Compensation Peer Group & Say‑on‑Pay
- Peer group recalibrated to net lease and relevant REITs; GNL total capitalization ~$7,338.1M vs peer median ~$6,792.1M (54th percentile), supporting competitive but measured pay practices .
- 2024 say‑on‑pay support was ~79.4% of votes cast; committee considers feedback in program design .
Investment Implications
- Alignment: 50% of GC’s annual bonus delivered in RSUs with three-year vesting, plus multi-year PSUs tied to TSR and leverage metrics, supports long-term alignment and mitigates short-termism .
- Retention: Double‑trigger CIC protection (2× base+bonus, full equity vesting) and sizable unvested RSU/PSU overhang (~238K RSUs plus PSUs) reduce near‑term departure risk but create event‑risk sensitivity .
- Selling pressure: RSU tranches vest annually across multiple grants; combined market value of unvested awards at 12/31/2024 was ~$667K for RSUs and ~$189K for PSUs, suggesting manageable periodic supply if shares are sold upon vesting .
- Governance risk controls: No hedging/shorting, clawback policy, and no option repricing/gross‑ups lower governance red flags; performance-weighted incentives (including debt metrics) favor deleveraging and TSR improvement .