Jason E. Fox
About Jason E. Fox
Jason E. Fox (age 52) is Chief Executive Officer of Net Lease Office Properties (NLOP) and has served as a trustee and Chair of the Board since November 2023; he became CEO in October 2022 . He is also CEO and a director of W. P. Carey Inc. (WPC) and has led acquisitions and investment strategy there over two decades, bringing deep net lease and corporate real estate expertise to NLOP . NLOP is externally managed by WPC affiliates and pursues an asset disposition/value-realization strategy following its November 1, 2023 spin-off from WPC . Recent operating trajectory: revenues progressed from $14.4M in Q4’24 to $29.8M in Q3’25; EBITDA ranged from $15.9M to $45.7M over the same period (see “Company Performance Snapshot”) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| W. P. Carey Inc. (NYSE: WPC) | Director and CEO; President (2015–2017, since Oct 2024), Head/Co‑Head Global/Domestic Investments (2011–2016) | 2011–present | Led sourcing/negotiation/structuring of acquisitions; public REIT leadership and capital allocation track record . |
| W. P. Carey Foundation | Trustee | 2018–present | Philanthropic governance; network and reputation benefits . |
External Roles
| Organization | Capacity | Years | Notes |
|---|---|---|---|
| W. P. Carey Inc. (NYSE: WPC) | Director (current) | 2018–present | Dual role with NLOP (CEO/Chair) creates related‑party considerations given advisory agreements and fees paid to WPC affiliates . |
| Former Boards | CPA:18 – Global; Watermark Lodging Trust; CPA:17 – Global | 2018–2022/2020/2018 | Prior REIT/director experience across vehicles managed by WPC . |
Board Service, Committees, Independence and Dual-Role Implications
- Service history: Class III trustee since 2023; CEO and Chair; no committee assignments .
- Committee structure: Audit, Compensation, and Nominating & Corporate Governance Committees are composed entirely of independent trustees; Fox is not a member .
- Independence: The Board determined Hansing, Hoysradt, and Pinola are independent under NYSE standards; Fox (as CEO/Chair) is not listed as independent .
- Lead Independent Trustee: Richard J. Pinola serves as Lead Independent Trustee (also Audit Chair/financial expert) .
- Attendance: Board held four regular meetings in 2024; each trustee attended at least 75% of Board and relevant committee meetings .
- Governance note: CEO + Chair dual role is partially mitigated by a Lead Independent Trustee and fully independent committees .
Company Performance Snapshot
| Metric (USD) | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($) | $14,429,000 | $27,392,000 | $27,508,000 | $29,784,000 |
| EBITDA ($) | $45,688,000* | $15,917,000* | $16,185,000* | $20,207,000* |
- Values retrieved from S&P Global.
Context: NLOP is externally managed and executing a portfolio disposition strategy post spin-off; revenue/EBITDA trends will reflect asset sales and leasing dynamics rather than organic growth .
Fixed Compensation (NLOP)
| Component | NLOP Pays to Fox? | Notes |
|---|---|---|
| Base salary | No | NLOP has no employees; executives are employees of WPC (the Advisor). NLOP does not directly compensate NEOs; it pays the Advisor asset management and administrative fees instead . |
| Target/Actual bonus | No | No direct NLOP bonuses to NEOs; compensation paid by WPC . |
| Director fees | No | Only non‑employee trustees receive NLOP retainers; Fox is an employee trustee and not listed in the 2024 non‑employee trustee compensation table . |
Advisor-reported context (for reference): In 2024, WPC reports paying aggregate $13.9M to NLOP’s two NEOs (Fox and CFO) across salary/bonus/LTI; for Fox, 89% of pay was incentive-based, 11% base salary (Advisor figures; not paid by NLOP) .
Performance Compensation (NLOP)
| Plan/Instrument | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| NLOP Short‑Term Incentive (NEOs) | — | — | — | — | — | — |
| NLOP Long‑Term Incentive (NEOs) | — | — | — | — | — | — |
Notes:
- NLOP granted no equity-based awards to NEOs since inception; no outstanding stock awards, and no shares vested for NEOs in 2024 .
- Performance metrics for executives are set by WPC for WPC’s program (see WPC’s 2024 proxy for details), not by NLOP .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Fox) | 25,598 shares; includes 76 shares held by his son and 5 by his daughter . |
| Ownership as % of SO | ~0.17% (25,598 ÷ 14,814,075 shares outstanding) . |
| Vested vs unvested | No NLOP NEO awards outstanding; nothing scheduled to vest . |
| Options (exercisable/unexercisable) | None (no outstanding NEO stock awards) . |
| Shares pledged | Company disclosure states none of the shares in the ownership tables have been pledged as collateral . |
| 10b5‑1/Trading plans | Insider Trading Policy filed; disclosure notes the Company does not have a Rule 10b5‑1 plan or certain other written trading arrangements . |
| Ownership guidelines | Independent trustees must hold initial RSU grant (9,551 RSUs from 2023 Plan) until separation of service; Fox is an employee trustee, and NEOs received no NLOP equity . |
Employment Terms
| Term | NLOP Disclosure |
|---|---|
| Employment agreement with NLOP | None for NEOs (including Fox) . |
| Severance provisions | Not provided by NLOP; no NLOP employment agreements . |
| Change‑in‑control (CIC) | No automatic single‑trigger CIC arrangements for NEOs; 2023 Plan includes standard CIC mechanics but NEOs have no awards outstanding . |
| Clawback | Board-adopted policy to recoup erroneously awarded incentive-based compensation for the three full fiscal years preceding a restatement; no misconduct required . |
| Indemnification/D&O insurance | Indemnification agreements for officers and trustees; D&O insurance maintained ; initial indemnification agreements executed Nov 1, 2023 . |
| Advisory agreements | WPC affiliates manage NLOP via Advisory Agreements (initial 3-year term; auto-renew annually thereafter); NLOP paid $11.4M to Advisor in 2024 (incl. $1.9M recognized in 2023) . |
Director Compensation (for context; Fox is employee trustee)
- Non‑employee trustee annual cash retainer: $200,000; additional fees: Lead Trustee $20,000; Audit Chair $15,000; Compensation Chair $10,000; Nominating & Governance Chair $10,000 .
- 2024 Non‑Employee Trustee Compensation: Hansing $210,000; Hoysradt $210,000; Pinola $235,000 .
- Initial independent trustee equity: $100,000 RSU grant on Nov 2, 2023, vested Nov 2, 2024; delivery deferred to separation or CIC .
Related Party Transactions and Governance
- Structure: NLOP is externally managed by WPC affiliates (U.S. and European Advisory Agreements) .
- Payments: $11.4M paid to the Advisor in 2024 (asset management fee initially $7.5M annually, reduced monthly as assets are sold; plus ~$4.0M annual administrative reimbursement) .
- Interlocks: Fox is CEO/President and director of WPC, which is NLOP’s Advisor, representing a structural related‑party relationship .
Compensation Committee Oversight and Say‑on‑Pay
- Compensation Committee: Hansing (Chair), Hoysradt, Pinola; oversees trustee pay and Advisor compensation under Advisory Agreements; will oversee CEO/NEO compensation structure only if NLOP were to directly pay NEOs in future .
- Compensation consultant: Not disclosed in NLOP proxy.
- Say‑on‑Pay: As an emerging growth company, NLOP is not required to conduct say‑on‑pay or frequency votes at this time .
Performance & Track Record Highlights
- Professional achievements cited: Led sourcing/negotiation/structuring of acquisitions at WPC; provides NLOP Board with day‑to‑day operational insight and strategic oversight .
- Strategy: Execute value through strategic asset management and property dispositions post spin‑off .
- Meetings/attendance: Four Board meetings held in 2024; each trustee met the 75% attendance threshold .
Investment Implications
- Alignment and incentives: NLOP does not directly compensate Fox; his compensation is determined and paid by WPC, with WPC indicating a high incentive‑based mix (89% of CEO 2024 pay for WPC purposes), but performance metrics are tied to WPC’s activities, not NLOP’s—creating potential misalignment for NLOP minority shareholders despite governance controls (independent committees, Lead Independent Trustee) .
- Ownership and selling pressure: Fox’s beneficial ownership in NLOP is modest (~0.17%); no NLOP equity awards outstanding for NEOs; Company discloses no pledged shares in ownership tables—collectively implying low mechanical selling pressure from vesting or pledged collateral .
- Retention and severance risk: Absence of NLOP employment agreement, severance, or CIC protections suggests no direct NLOP retention economics; however, Fox’s primary employment is at WPC, and retention incentives reside at the Advisor level .
- Governance/related‑party risk: External management and material advisory fees to WPC, with Fox serving as CEO/Chair of NLOP and CEO/Director of WPC, heighten related‑party and independence scrutiny; independent committee structure and a Lead Independent Trustee partially mitigate these concerns .
- Operating lens: With an asset disposition mandate, quarterly revenue/EBITDA will reflect timing of sales/leasing rather than conventional growth; monitor Advisor fee reductions as assets are sold and cash deployment/use of proceeds .
Citations
- Spin‑off background, strategy, governance highlights: .
- Board class, roles, and Fox biography: .
- Non‑employee trustee compensation and fees: .
- Ownership tables, shares outstanding, pledge disclosure: .
- Advisor agreements, fees, auto‑renew term: .
- Executive compensation context and mix (Advisor‑reported): .
- No NEO grants, no outstanding awards, no single‑trigger CIC, no employment agreements: .
- Clawback; indemnification; insider trading policy: .
- Board attendance; Lead Independent Trustee; financial expert: .
- Independent trustee initial RSUs: .
- Company performance table (Revenues cited to filings; EBITDA from S&P Global): .