Robert I. Kauffman

About Robert I. Kauffman

Robert I. Kauffman (age 61) is an independent director of Global Net Lease, Inc. (GNL) who joined the Board in March 2024 and currently chairs the Finance Committee; he also serves on the Nominating and Corporate Governance Committee. He co‑founded Fortress Investment Group (1998–2012), led European private equity operations, and previously held senior roles at UBS, BlackRock Financial Management, and Lehman Brothers, with deep experience in capital markets, distressed debt, real estate, and securitization. He holds a Bachelor’s in Business Administration from Northeastern University.

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Mr. Kauffman is independent under NYSE and SEC rules.
• Committee assignments: Finance Committee Chair; Nominating and Corporate Governance Committee member.
• Attendance: In 2024 the Board met 10 times and all directors attended all Board and applicable committee meetings.
• Committee activity (2024): Audit (6 meetings), Compensation (8), Nominating & Corporate Governance (7), Finance (4). All members attended meetings while serving.
• Leadership: Non‑Executive Chair is P. Sue Perrotty.
• Shareholder rights: In April 2025, Board empowered stockholders to amend bylaws by majority vote (with limited exceptions).

Fixed Compensation

• Structure (FY2024): Independent directors received $75,000 annual cash retainer; non‑executive chair $115,000; committee chair retainers of $30,000 and member retainers of $20,000 for Audit, Compensation, and Nominating & Corporate Governance committees. Finance Committee retainers are not specified.
• Mr. Kauffman FY2024 cash fees: $47,866 (reflects partial year service and program terms).

Performance Compensation

• Equity grant (FY2024): Annual RSU award valued at $130,000 for independent directors, granted June 13, 2024, vesting on May 22, 2025; pro‑rata vesting if departure (other than “Cause”).
• Change‑in‑control: All then‑outstanding annual RSU awards for non‑employee directors vest upon consummation of a change of control.
• Equity election: Directors may elect to receive retainers in common stock in lieu of cash under the 2021 Equity Plan (with deadlines and mechanics specified).
• Options/Performance metrics: No option awards or performance‑linked metrics apply to director equity in 2024.

Other Directorships & Interlocks

• Current public company board: Hagerty Inc. (NYSE: HGTY), independent director.
• Compensation committee interlocks: None for 2024 (company‑wide).

Expertise & Qualifications

• Capital markets and multi‑jurisdictional financing expertise (IPOs, primary/secondary offerings, bank/capital market debt, securitizations).
• Distressed debt restructuring, real estate, and asset‑based financial services.
• Automotive sector operating experience (RK Motors; Race Team Alliance leadership).
• Education: BBA, Northeastern University.

Equity Ownership

• Beneficial ownership (as of March 15, 2025): No directly owned common shares reported; less than 1% of outstanding shares.
• Unvested RSUs: 17,808 shares excluded from beneficial ownership until vest.
• Hedging/pledging: Company prohibits hedging, short sales, publicly traded puts/calls, and margin trading; no specific pledging disclosure for directors found.
• Stock ownership guidelines: Directors expected to own common stock equal to 5× annual cash retainers within 5 years from Jan 1, 2024 or joining date; unvested awards count toward guidelines (excluding options/SARs and performance‑conditioned unvested portions).

Governance Assessment

• Positives

  • Independent director with strong capital markets and restructuring pedigree; adds depth to finance oversight.
  • Chairs Finance Committee, which oversees capital allocation, financing, guidance, and balance sheet strategy—aligned with GNL’s deleveraging and disposition plan.
  • Strong engagement: 100% attendance at Board and committee meetings in 2024; Board met 10 times.
  • Shareholder rights enhanced (2025 bylaw amendment allowing stockholders to amend bylaws).
  • No compensation committee interlocks in 2024; reduces conflict risks.
  • Director equity aligns interests; ability to elect stock in lieu of cash further supports alignment.

• Watch items / Red flags

  • Single‑trigger change‑of‑control vesting for director RSUs can misalign incentives in sale scenarios; investors often prefer double‑trigger.
  • As of March 15, 2025, no directly owned shares reported; alignment relies on unvested RSUs and ownership guideline progress—monitor compliance trajectory within the 5‑year window.

• Investor confidence signals

  • Strong vote support in 2024: 147,977,702 “For” vs. 2,502,959 “Withheld” (broker non‑votes 34,256,796).
  • Company‑wide Section 16 compliance: all timely in 2024 except one late Form 4 by the CEO; implies director compliance culture.

Related‑Party Exposure

• No related‑party transactions disclosed involving Mr. Kauffman. The audit committee oversees and approves related‑party transactions; transitional services in 2024 involved AR Global/GNL Advisor but not Kauffman.

Director Compensation Mix (FY2024)

Overall: Independent, engaged Finance Chair with deep capital markets expertise; equity‑based compensation and stock ownership guidelines support alignment, though single‑trigger director RSU acceleration and minimal direct share ownership warrant monitoring.