P. Sue Perrotty
About P. Sue Perrotty
P. Sue Perrotty, 71, is GNL’s Non‑Executive Chair and an independent director since 2015; she previously chaired the Audit Committee (2017–2020) and the Nominating & Corporate Governance Committee (2015–2023) . She is a career banking executive (28 years; retired as EVP and Head of Global Operations at First Union in 2002), holds a B.S. in Economics from Albright College and an Honorary Doctor of Laws (2010), and served as Chief of Staff to Pennsylvania First Lady Judge Marjorie Rendell (2002–2008) . In healthcare, she served on Tower Health’s board since 2019 and was interim CEO (Feb–Aug 2021) and CEO (Sep 2021–Feb 2025), then returned to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Net Lease (GNL) | Non‑Executive Chair; Independent Director | Director since 2015; Chair since 2015 | Former Audit Chair (Jul 2017–Mar 2020), Former Nominating & Corporate Governance Chair (Mar 2015–Oct 2023) |
| Tower Health | Director; Interim CEO; CEO | Director since Jul 2019; Interim CEO Feb–Aug 2021; CEO Sep 2021–Feb 2025; returned to board Feb 2025 | Led turnaround/executive leadership; governance role continues on board |
| First Union Corp | EVP & Head of Global Operations | Retired 2002 | Large‑scale operations leadership |
| Commonwealth of Pennsylvania | Chief of Staff to the First Lady | Nov 2002–Aug 2008 | Public sector executive support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NYRT / New York REIT | Director; Audit Chair | Sep 2014–Nov 2018; Audit Chair Dec 2014–Jun 2017 | NYRT converted to New York REIT Liquidating LLC (Nov 2018); served on LLC board until Jul 2020 |
| American Realty Capital Healthcare Trust III (HT III) | Independent Director; Audit Chair | Aug 2014–Mar 2019 | Oversight during liquidation/dissolution in Mar 2019 |
| Axar Acquisition Corp. (AR Capital Acquisition Corp.) | Independent Director | Oct 2014–Oct 2017 | Served through liquidation |
| BAC Services (Brick, NJ) | President & CEO | Since Apr 2011 | Ongoing leadership |
| Olivet Boys & Girls Club | Chair | Current | Community leadership |
| Berks County Community Foundation; Girl Scouts of Eastern PA | Prior Chair; Development Chair | Prior service | Non‑profit governance |
Board Governance
- Independence: Board affirms Perrotty is independent under NYSE and SEC rules .
- Board leadership: Serves as Non‑Executive Chair; CEO Edward M. Weil, Jr. is a separate director .
- Attendance: In 2024, the Board held 10 meetings; all directors attended all Board and committee meetings on which they served .
- Governance guardrails: Hedging/short sales/margin/option trading prohibited for directors; related‑party transactions reviewed/approved by Audit Committee .
| Governance Item | Status |
|---|---|
| Independence | Independent director |
| Board Role | Non‑Executive Chair |
| Committee Memberships | Audit Committee member; Nominating & Corporate Governance Committee member |
| Audit Committee Financial Expert | Board determined Perrotty qualifies as an “audit committee financial expert” |
| 2024 Attendance | 100% attendance for Board and relevant committees |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Paid in Cash | $184,911 | Actual cash paid per Director Compensation table |
| Stock Awards (RSUs) | $130,000 | Annual director RSU grant (grant‑date value) |
| Total | $314,911 | Sum of cash and stock awards |
Standard Director Program (structure reference): Independent directors receive a $75,000 annual cash retainer; Non‑Executive Chair receives $115,000; committee chairs receive $30,000 and members $20,000; each independent director receives annual RSUs with $130,000 grant‑date value; directors may elect stock in lieu of cash for retainers .
Performance Compensation
| Feature | Details |
|---|---|
| RSU Vesting | Director RSUs vest on the day preceding the next Annual Meeting following grant (prorated vesting upon departure other than “Cause”) |
| Dividends on RSUs | Ordinary cash dividends on RSUs paid at the same time as common dividends; RSU dividends may be nonforfeitable depending on award terms |
| Change‑in‑Control | All outstanding Annual RSU awards for non‑employee directors vest upon consummation of a Change of Control; settlement within 30 days |
| Clawback | RSUs/PSUs subject to GNL’s Dodd‑Frank clawback policy and any other Company recoupment policies |
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlocks |
|---|---|---|---|
| NYRT / New York REIT | Public (historical) | Director; Audit Chair | AR Global/affiliate ecosystem history; no current interlocks disclosed |
| American Realty Capital Healthcare Trust III | Public (historical) | Director; Audit Chair | Served through liquidation; no current interlocks disclosed |
| Axar Acquisition Corp. | Public (historical) | Director | No current interlocks disclosed |
| Tower Health | Private (health system) | Director; Interim CEO; CEO | Healthcare operator role; not a GNL tenant disclosure in proxy |
Compensation Committee interlocks: None in 2024; no insider participation by directors on compensation at other companies creating interlocks .
Expertise & Qualifications
- Financial oversight: Audit committee leadership experience; designated audit committee financial expert .
- Operations: EVP/head of global operations at First Union; large‑scale process and risk management .
- Healthcare leadership: CEO/interim CEO of Tower Health; complex turnaround experience .
- Public sector: Senior governmental role (Chief of Staff to PA First Lady) .
- Education: B.S. Economics, Albright College; Honorary Doctor of Laws (2010) .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial Ownership (Mar 15, 2025) | 68,406 shares; <1% of class |
| Unvested RSUs (excluded from beneficial ownership) | 25,393 shares |
| Director Ownership Guidelines | Expected to own GNL common stock equal to 5× annual cash retainers; 5‑year period from later of Jan 1, 2024 or board join date to reach compliance; committee may grant waivers/modifications |
| Hedging/Pledging | Hedging/short sales/options/margin trading prohibited; RSUs/PSUs subject to transfer restrictions; no pledging disclosed for Perrotty |
Shareholder Voting Signal (2025)
| Proposal | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Election of P. Sue Perrotty (Director) | 123,676,773 | 34,342,161 | 32,164,239 |
Interpretation: Perrotty received materially higher “withheld” votes vs. other directors on the slate, indicating investor scrutiny of her role/tenure or governance profile relative to peers .
Governance Assessment
-
Strengths
- Independent Non‑Executive Chair with deep audit/financial oversight; designated financial expert, enhancing board effectiveness on risk/controls .
- Perfect 2024 attendance and multi‑committee service (Audit; Nominating & Corporate Governance) demonstrating engagement .
- Shareholder‑friendly director program: equity grants vest annually; robust clawback; change‑in‑control clarity; hedging restrictions .
- Formal related‑party policy with Audit Committee review/approval for transactions >$120k .
-
Potential Concerns and RED FLAGS
- Elevated “withheld” votes in 2025 director election vs. peers (34.3M withheld), a confidence signal to monitor; may reflect investor views on chair tenure, committee leadership history, or legacy AR Global affiliations .
- Legacy affiliations with AR Capital/NYRT/HT III ecosystem could be perceived as interlocks/entrenchment by some investors, though independence is affirmed and no current related‑party transactions disclosed for Perrotty individually .
- Time‑commitment considerations from Tower Health CEO role have now lessened (retired Feb 2025), but historical dual responsibilities warrant ongoing evaluation of bandwidth .
-
Alignment
- Ownership guidelines require meaningful stake (5× cash retainers) and restrict hedging/margin/options; RSU grants and attendance suggest alignment and engagement .