ToniAnn Sanzone
About ToniAnn Sanzone
ToniAnn Sanzone, 48, is Chief Financial Officer of Net Lease Office Properties (NLOP) and also serves as CFO of W. P. Carey Inc. (WPC). At NLOP (externally managed by WPC), she oversees financial and risk functions spanning accounting, reporting, corporate finance, IT, internal audit, tax and treasury; she has been NLOP CFO since November 2023 and WPC CFO since 2017 (interim 2016–2017) and is a Certified Public Accountant . During her tenure at NLOP, the company reported repaying its J.P. Morgan mezzanine loan (~$36 million) and all JP Morgan financing, progressed asset sales, and later declared a $3.10 per share special cash distribution (September 3, 2025 payment), consistent with the strategy to monetize assets and return capital . NLOP’s NEO compensation is set and paid by the Advisor (WPC), with performance metrics determined by WPC (not NLOP-specific); NLOP reports that 83% of Sanzone’s 2024 compensation mix at the Advisor was incentive-based and 17% fixed salary, but no direct NLOP compensation was paid to her .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Net Lease Office Properties | Chief Financial Officer | Since Nov 2023 | Oversees financial and risk functions across US and Europe (accounting, reporting, corporate finance, IT, internal audit, tax, treasury) . |
| W. P. Carey Inc. | Chief Financial Officer (Interim 2016–2017; CFO since 2017); Chief Accounting Officer; Global Corporate Controller | 2013–present | Senior finance leadership at WPC; prior CAO and corporate controller roles . |
| Corporate Property Associates 18 – Global Inc. | Chief Financial Officer; Chief Accounting Officer | 2015–2017; CFO again 2019–Aug 2022 | Senior finance leadership at CPA:18 . |
| iStar Inc. | Corporate Controller and other roles | 2006–2013 | Public REIT finance and reporting roles . |
| Bed Bath & Beyond, Inc. | Accounting and financial reporting roles | 2004–2006 | Corporate accounting/reporting experience . |
| Deloitte LLP | Assurance and advisory services | 1998–2004 | Public accounting; CPA credential . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| W. P. Carey Inc. | Chief Financial Officer | Since 2017 (Interim 2016–2017) | Concurrent with NLOP role; compensation for NLOP service is paid by WPC as Advisor . |
Fixed Compensation
NLOP has no employees and does not directly compensate NEOs; all executive compensation is paid by the Advisor (WPC). For context, the Advisor reported aggregate 2024 compensation (base salary, annual bonus, long-term incentives and other) for NLOP’s CEO and CFO of $13.9 million, equal to 135.6% of all fees paid by NLOP to the Advisor in 2024; the CFO’s mix at the Advisor was 17% base and 83% incentive (amounts not separately disclosed by NLOP) .
| Component | NLOP-paid? | 2024 detail |
|---|---|---|
| Base salary ($) | No (paid by Advisor) | Not disclosed by NLOP (Advisor set; CFO mix 17% fixed) . |
| Target/actual bonus ($) | No (paid by Advisor) | Not disclosed by NLOP (Advisor set; part of 83% incentive) . |
| Cash paid by NLOP | No | $0; NLOP paid no NEO cash compensation in 2024 . |
| Fees NLOP paid to Advisor (context) | N/A | $11.4 million in 2024 (inclusive of $1.9 million recognized in 2023) . |
Performance Compensation
NLOP granted no equity awards to NEOs since inception; compensation for the CFO is determined and paid by the Advisor under its own performance framework (metrics described in WPC’s 2024 proxy), not by NLOP .
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Advisor-defined metrics (WPC program) | Not disclosed by NLOP | Not disclosed by NLOP | CFO incentive-based pay was 83% of total 2024 comp at Advisor (mix disclosure only) | Not applicable at NLOP; no NLOP equity awards to NEOs . |
| NLOP-specific metrics | None disclosed | — | — | — |
NLOP states it has an equity plan but made no executive grants; independent trustees received initial RSUs only .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 4,223 shares as of April 14, 2025 . |
| Shares outstanding (reference) | 14,814,075 common shares outstanding (record date for 2025 meeting) . |
| Ownership as % of shares outstanding | ~0.028% (4,223 / 14,814,075; calculation based on cited figures) . |
| Vested vs unvested equity | As of Dec 31, 2024, no outstanding stock awards for any NEOs (implies no unvested NLOP equity) . |
| Options (exercisable/unexercisable) | None outstanding for NEOs as of Dec 31, 2024 . |
| Shares pledged | None of the reported shares in the beneficial ownership section were pledged as collateral . |
| Executive ownership guidelines | Not disclosed; trustee guidelines require independent trustees to hold initial 9,551 RSUs until separation . |
| Insider trading/10b5-1 | Company has insider trading policy; the company states it does not have a Rule 10b5-1 plan or certain other written trading arrangements . |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | None; NLOP reports no employment agreements with NEOs . |
| Severance provisions | Not disclosed by NLOP (NEO compensation/arrangements are with Advisor) . |
| Change-in-control | NLOP reports none of its NEOs are party to automatic single-trigger CIC arrangements (no automatic payouts/accelerated vesting) . |
| Non-compete / non-solicit / garden leave | Not disclosed by NLOP . |
| Post-termination consulting | Not disclosed by NLOP . |
| Clawback policy | Adopted; requires recoupment of erroneously awarded incentive-based compensation for past/current NEOs during the three full fiscal years preceding a required accounting restatement; no-fault standard; policy filed as Annual Report exhibit . |
| External management economics | Advisory Agreements initial 3-year term, auto-renew annually; initial asset management fee $7.5 million/year, proportionately reduced with property sales, plus ~$4.0 million annual administrative reimbursement (paid to Advisor; not executive pay) . |
Investment Implications
- Pay-for-performance alignment and potential conflicts: Because NLOP does not directly compensate NEOs, and the Advisor (WPC) sets metrics “unrelated to our business,” Sanzone’s incentive pay may be more aligned with WPC’s priorities than NLOP’s asset monetization, creating potential misalignment for NLOP shareholders .
- Low vesting-related selling pressure: NLOP granted no equity to NEOs and reported no outstanding awards for NEOs as of year-end 2024, reducing forced-selling or vesting overhang risk at NLOP for the CFO .
- Limited “skin in the game”: Beneficial ownership is modest at ~0.028% of shares outstanding; while not required to hold executive shares at NLOP, low direct ownership limits alignment; no pledged shares were disclosed (positive) .
- Retention dynamics: With no NLOP employment agreement, severance, or CIC protections—and compensation determined by WPC—retention is effectively tied to the Advisor; NLOP has limited direct levers to retain or incentivize the CFO for NLOP-specific outcomes .
- Governance and risk controls: The clawback policy (no-fault, 3-year lookback) and insider trading policy are positives; however, the company notes it does not have a Rule 10b5-1 plan or certain other written trading arrangements, which can mean less programmatic trading visibility for insiders .
- Execution track record signals: Under NLOP during her tenure, reported debt reduction (full repayment of the JP Morgan mezzanine and prior senior mortgage) and continued asset sales support the stated plan to monetize and return capital; the August 2025 $3.10 special distribution underscores progress and liquidity generation .
- Say-on-Pay context: As an emerging growth company, NLOP is not required to conduct advisory votes on NEO compensation—relevant given the outsourced compensation model and investor oversight considerations .
Notes and Sources
- NEO roster, biography, age, responsibilities: NLOP 2025 DEF 14A .
- External management structure and spin history: NLOP 2025 DEF 14A .
- Advisor fee structure and term: NLOP 2025 DEF 14A .
- Advisor-paid comp context and mix; metrics at Advisor: NLOP 2025 DEF 14A .
- No NLOP-paid comp; no NEO equity grants/awards outstanding or vesting in 2024; no employment agreements; no single-trigger CIC: NLOP 2025 DEF 14A .
- Clawback policy: NLOP 2025 DEF 14A .
- Beneficial ownership and no pledging: NLOP 2025 DEF 14A .
- Shares outstanding reference: NLOP 2025 DEF 14A .
- Execution milestones: NLOP press releases on loan repayment and special distribution .