Leslie D. Michelson
About Leslie D. Michelson
Leslie D. Michelson is an independent director of Global Net Lease, Inc. (GNL) since September 2023 and has chaired the Nominating and Corporate Governance Committee since October 2023 . He is 74 years old, holds a B.A. from Johns Hopkins University (1973) and a J.D. from Yale Law School (1976) . His career spans founding, investing, and executive leadership roles across healthcare, technology, finance, and real estate, including as chairman and CEO of Private Health Management, Inc. (2007–2020) and continuing as chairman/director since March 2020 . The Board cites his multi-company director and executive experience as qualifying credentials for service on GNL’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private Health Management, Inc. | Chairman & CEO; later Chairman & Director | Chairman & CEO: Apr 2007–Feb 2020; Chairman/Director since Mar 2020 | Led healthcare navigation company; continued board-level oversight post-2020 |
| Druggability Technology Holdings, Ltd. | Director | Apr 2013–Sep 2018 | Oversight in proprietary pharma development and commercialization |
| Michelson on Medicine, LLC | Founder & CEO | Since Jan 2011 | Healthcare-focused venture leadership |
| UCLA Fielding School of Public Health | Board of Advisors Member | Since Oct 2013 | Advisory role in public health education and strategy |
| BDCA II (Business Development Corporation of America II) | Independent Director | Aug 2014–Sep 2016 | Served through liquidation/dissolution in Sep 2016 |
| RCIFT (Realty Capital Income Funds Trust) | Independent Trustee | Apr 2013–Jan 2017 | Trustee until dissolution in Jan 2017 |
External Roles
| Organization | Role | Tenure | Notes/Committees/Impact |
|---|---|---|---|
| NHP (National Healthcare Properties, Inc.) | Independent Director; Non-Executive Chair | Director since Dec 2015; Non-Executive Chair since Oct 2016 | Healthcare real estate REIT leadership |
| BSP Franklin Lending Corporation | Independent Director; Lead Independent Director | Director since Jan 2011; Lead Independent from Feb 2016 until merger Jan 2024 | Merged with BSP Capital Corporation Jan 2024 |
| Franklin BSP Capital Corporation | Independent Director; Lead Independent Director | Lead Independent since Mar 2020 | Ongoing board leadership |
| Franklin BSP Private Credit Fund | Independent Director; Lead Independent Director | Lead Independent since Oct 2022 | Private credit governance |
| RTL (The Necessity Retail REIT, Inc.) | Director | 2017–Sep 2023 | Service ended upon RTL merger in Sep 2023 |
| RCA (Retail Centers of America, Inc.) | Independent Director | Nov 2015–Feb 2017 | Served through merger of RCA with RTL in Feb 2017 |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member, Compensation Committee; both roles designated “independent” under NYSE and SEC rules .
- Committee activity and attendance: Nominating & Corporate Governance held 7 meetings in 2024, with all members attending while serving; Compensation held 8 meetings in 2024, with all members attending while serving .
- Board activity and attendance: The Board held 10 meetings in 2024; all directors attended the Board and relevant committee meetings and attended the 2024 Annual Meeting .
- Independence and interlocks: All committee members, including Michelson, are independent; no compensation committee interlocks with other companies for FY2024 per SEC rules .
- Risk oversight: Audit Committee reviews related-party transactions and cybersecurity risks; Nominating & Corporate Governance reviews director independence; Compensation oversees executive pay plans; Finance oversees capital allocation; the Board actively reviews capital plans and KPIs .
- Hedging policy: GNL prohibits directors and designated employees from hedging, short sales, trading in publicly traded options, or margin trading in company securities .
- Stock ownership guidelines: Non-employee directors are expected to own common stock equal in value to 5x annual cash retainers, with a 5-year compliance window from Jan 1, 2024 or the appointment date; guidelines include all awards granted (vested/unvested) but exclude options/SARs and unvested performance-based portions .
Fixed Compensation
| Program Element (Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Directors) | $75,000 | Non-executive chair receives $115,000 |
| Committee chair retainer | $30,000 | For chairs of Audit, Compensation, Nominating & Corporate Governance |
| Committee member retainer | $20,000 | For non-chair members of Audit, Compensation, Nominating & Corporate Governance |
| Annual RSU grant (Directors) | $130,000 grant-date value | RSUs under equity plan; vesting per policy below |
| Leslie D. Michelson (FY2024) | Amount | Detail |
|---|---|---|
| Fees Paid in Cash | $140,348 | Includes base and committee retainers |
| Stock Awards (RSUs) | $130,000 | Aggregate grant date fair value |
| Options / Meeting Fees / Other | — | No option awards or meeting fees disclosed for FY2024 |
| Total Compensation | $270,348 | Cash + RSU grant value |
Performance Compensation
| RSU Grant Mechanics (FY2024) | Detail |
|---|---|
| Grant date | June 13, 2024 (Annual RSU awards to independent directors) |
| Vesting date | May 22, 2025 (day preceding 2025 annual meeting) |
| Vesting condition | Service-based; prorated vesting on departure (other than removal for “Cause”) |
| Change-of-Control treatment | All then-outstanding annual RSUs for non-employee directors vest upon consummation of a Change of Control |
| Settlement and dividend equivalents | RSUs settle in shares; dividend equivalents credited and paid upon settlement subject to same vesting conditions |
| Stock Ownership Guidelines (Alignment) | Requirement |
|---|---|
| Ownership multiple | 5x annual cash retainers (value-based) for each non-employee director |
| Compliance timeline | 5 years from Jan 1, 2024 or date of joining Board; 5 years from increases to acquire incremental shares |
| Included in measurement | All beneficially owned common stock and director awards (vested/unvested) |
| Excluded in measurement | Stock options/SARs and unvested portions of performance-based awards |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation committee interlocks | None for FY2024; no executive officer reciprocal committee/director interlocks |
| Related-party transactions oversight | Audit Committee reviews and approves related-person transactions >$120,000 under formal policy |
Expertise & Qualifications
- Legal and healthcare leadership experience, including founder/executive roles and advisory positions spanning healthcare, technology, finance, and real estate industries .
- Education: B.A., Johns Hopkins University (1973); J.D., Yale Law School (1976) .
- Board leadership: Non-Executive Chair at NHP since Oct 2016; leading roles at Franklin BSP entities and prior REIT boards, including RTL and RCA .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Leslie D. Michelson | 64,474 | <1% (based on 229,548,346 outstanding shares as of Mar 15, 2025) |
- Outstanding shares used for calculation: 229,548,346 as of March 15, 2025 .
- Section 16(a) compliance: Company reports timely filings for directors/officers for FY2024, except one late Form 4 by CEO; no director exceptions noted .
- Hedging/shorting/margin trading is prohibited for directors under company policy .
Governance Assessment
- Independence and leadership: Michelson is independent, chairs the Nominating & Corporate Governance Committee, and serves on the Compensation Committee, indicating significant influence on board composition, governance policies, and executive pay oversight .
- Attendance and engagement: Full attendance across Board and committee meetings in 2024, supporting strong engagement and board effectiveness .
- Pay alignment: Director compensation mixes cash retainers with annual time-based RSUs ($130,000), subject to service-based vesting and stock ownership guidelines requiring 5x cash retainers over a 5-year horizon, aligning director interests with shareholders .
- RED FLAGS to monitor: Change-of-Control single-trigger vesting for director RSUs could accelerate awards without continued service; however, no director meeting fees or option repricing and hedging is prohibited, mitigating misalignment risks .
- Related-party/conflict checks: Formal policy and Audit Committee oversight are in place; Compensation Committee disclosed no interlocks for FY2024, reducing conflict-of-interest exposure for Michelson’s comp oversight role .
- Shareholder sentiment signal: 2024 say-on-pay advisory vote received 118,713,791 “For,” 30,815,239 “Against,” and 951,631 abstentions, informing the Compensation Committee’s oversight of pay frameworks Michelson participates in .