Lisa D. Kabnick
About Lisa D. Kabnick
Independent director since September 2023; age 69 as of the record date for the 2025 proxy. A career attorney and retired partner with leadership roles at Reed Smith LLP and Pepper Hamilton/Troutman Pepper, former lead independent director at RTL prior to its September 2023 merger into GNL. The Board has designated her an “audit committee financial expert,” indicating deep financial reporting and audit oversight competence.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RTL (The Necessity Retail REIT) | Lead Independent Director; Director | Aug 2015 – Sep 2023 | Board leadership pre-merger; governance continuity into GNL |
| Troutman Pepper (Pepper Hamilton legacy) | Retired Partner; Senior Advisor | Sep 2017 – Dec 31, 2023 | Firm leadership roles; governance/legal expertise |
| Reed Smith LLP | Partner; Senior Advisor | Jan 2003 – Sep 2017 (partner to 2014; senior advisor 2015–2017) | Leadership positions; corporate/finance legal depth |
| Pepper Hamilton LLP | Partner | Became partner in 1988 | Corporate and finance law practice |
| CFG Community Bank | Director | Apr 2016 – Jan 2020 | Risk management and compensation committees |
| Vertisense, Inc. (Alcohoot) | Director | Aug 2013 – Oct 2015 | Early-stage governance |
| Kimmel Center (Philadelphia) | Director | 2006 – 2013 | Non-profit board experience |
| Ongava Game Reserve (Namibia) | Director | Apr 2001 – Dec 2024 | Long-tenure conservation board service |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| The Philadelphia Inquirer, PBC | Board Chair | Chair since Jun 2024; Director since Apr 2015 | Vice-chair and chair of audit/finance committee since Apr 2016 |
Board Governance
- Independence: Affirmatively determined independent under NYSE and SEC rules; also designated as an audit committee financial expert.
- Committees:
- Audit Committee: Member; 6 meetings in 2024; all members attended all meetings; Chair: Stanley R. Perla.
- Nominating & Corporate Governance Committee: Member; 7 meetings in 2024; all members attended; Chair: Leslie D. Michelson.
- Finance Committee: Member; 4 meetings in 2024; all members attended; Chair: Robert I. Kauffman.
- Board composition context: Ten directors; nine independent; term to 2026 Annual Meeting.
Fixed Compensation
Program terms (non-executive directors, FY 2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $75,000 | Non-executive chair $115,000 |
| Committee chair retainer (Audit/Comp/NCG) | $30,000 | Per committee chair |
| Committee member retainer (Audit/Comp/NCG) | $20,000 | Per committee membership |
| Equity – RSUs (annual grant-date value) | $130,000 | Time-based; annual director grant |
Lisa D. Kabnick – FY 2024 actual:
| Name | Fees Paid in Cash | Stock Awards (Grant-Date Value) | Options | Total |
|---|---|---|---|---|
| Lisa D. Kabnick | $117,848 | $130,000 | — | $247,848 |
Notes:
- RSUs granted on June 13, 2024; vest May 22, 2025.
- Directors can elect to receive cash retainers in stock under the 2021 Equity Plan; election timing and share determination mechanics specified.
Performance Compensation
| Award Type | Grant Date | Grant Value | Vesting Type | Vesting Date | Change-of-Control Treatment |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | Jun 13, 2024 | $130,000 | Time-based (service through next annual meeting) | May 22, 2025 | All outstanding annual RSUs vest at consummation of a Change of Control; settle within 30 days |
- No performance metrics disclosed for director RSUs (time-based vesting; no revenue/EBITDA/TSR targets).
Other Directorships & Interlocks
| Entity | Type | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|---|
| The Philadelphia Inquirer, PBC | Media (PBC) | Board Chair; Director | Audit/Finance Chair | No GNL-related transactions disclosed |
| CFG Community Bank | Financials | Former Director (2016–2020) | Risk Management; Compensation | Past role; no current interlocks disclosed |
| Vertisense (Alcohoot) | Private | Former Director (2013–2015) | — | Past role |
| RTL (public REIT, pre-merger) | Public REIT | Lead Independent Director | — | Historical; integrated into GNL |
- Compensation committee interlocks: None reported for FY 2024 (Company-wide disclosure).
Expertise & Qualifications
- Legal/corporate governance expertise from senior law firm roles; seasoned board member across profit/non-profit entities.
- Audit Committee Financial Expert designation under Item 407(d)(5), evidencing financial reporting oversight capability.
- Real estate capital allocation oversight via Finance Committee membership.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs Excluded (Footnote) | Basis/Date |
|---|---|---|---|---|
| Lisa D. Kabnick | 233,021 | <1% | 17,808 shares excluded from beneficial ownership (unvested RSUs) | 229,548,346 shares outstanding as of Mar 15, 2025 |
Ownership alignment policies:
- Director Stock Ownership Guidelines: Expected to own common stock equal to 5x annual cash retainers; 5-year compliance window from Jan 1, 2024 or date of joining the Board, whichever is later.
- Hedging/short sales/options/margin trading prohibited for directors and insiders (alignment safeguard).
Governance Assessment
- Strengths: Independent status and “audit committee financial expert” designation; serves on three key committees (audit, nom/gov, finance) with full attendance in 2024; RSU awards are time-based with standard change-of-control treatment; director ownership guidelines promote long-term alignment.
- Compensation mix: Balanced with modest cash retainer and fixed-value RSUs ($130k); no options, non-equity incentives, or deferred comp for directors disclosed in 2024.
- Potential risks/RED FLAGS: None disclosed for related-party transactions, pledging, or hedging; time commitments should be monitored given external chair role at The Philadelphia Inquirer, though no conflicts with GNL are disclosed.
- Board effectiveness signal: Committee activity levels (Audit 6; NCG 7; Finance 4 meetings in 2024) with perfect attendance by members indicate active oversight and engagement.