A. Larry Chapman
About A. Larry Chapman
A. Larry Chapman is an independent director of Realty Income Corporation (“O”) and an Audit Committee member designated as an audit committee financial expert. He is 78 and has served on the board since 2012, bringing 37 years of commercial real estate leadership at Wells Fargo, including EVP and Head of Commercial Real Estate (2006–2011). He holds a Finance degree from Texas Tech University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo | EVP & Head of Commercial Real Estate; member of Wells Fargo Management Committee | 2006–2011 | Led nationwide CRE, capital allocation and risk; deep credit and real estate cycle expertise |
| Wells Fargo Real Estate Group | Group Head | 1993–2006 | Managed CRE group, underwriting and portfolio oversight |
| Wells Fargo Realty Advisors (subsidiary) | President | 1987–1990 | Managed Wells Fargo Mortgage & Equity Trust until sale in 1989 |
| Wells Fargo | Various real estate roles | 1974–1993 | Progressively senior leadership positions in real estate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBL & Associates Properties (NYSE: CBL) | Director | Aug 2013–Nov 2021 | Prior public company directorship |
| Fisher Center for Real Estate & Urban Economics (UC Berkeley) | Board member | Former | Industry-academic governance experience |
| Urban Land Institute (ULI) | Past governor & trustee | Former | Industry policy and best-practices exposure |
| International Council of Shopping Centers (ICSC) | Member & past trustee | Former | Retail real estate network |
| Nareit | Former member | Former | REIT industry association |
Board Governance
- Independence: Board determined Chapman and all directors except the CEO are independent under NYSE and company standards.
- Committee assignments: Audit Committee member; designated audit committee financial expert; Audit Committee met 7 times in 2024.
- Board attendance: The Board met 8 times in 2024; all directors attended at least 75% of Board and committee meetings; directors attend regular executive sessions.
- Tenure and age: Tenure 13 years; age 78 (as of Mar 26, 2025).
- Governance policies: Anti-hedging and anti-pledging policies; related-party transactions reviewed by Audit Committee.
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Board cash retainer | $35,000 | Standard director retainer (2024 rate) |
| Audit Committee member fee | $17,500 | Committee membership cash fee |
| Total cash fees (Chapman) | $52,500 | Retainer + Audit Committee member fee |
| Annual equity grant | 4,000 restricted shares | Granted May 30, 2024 |
| Equity grant fair value | $207,000 | 4,000 × $51.75 close on grant date |
| Total 2024 director comp (Chapman) | $259,500 | Cash + stock awards |
Additional program changes approved for 2025 (subject to stockholder approval of Plan amendment): cash retainer to increase to $100,000; Non-Executive Chair to $150,000; annual director equity grant to a fixed $200,000 value (restricted stock/RSUs), replacing fixed 4,000 shares.
Performance Compensation
Directors do not have performance-based pay; equity is time-based restricted stock/RSUs. Vesting depends on years of service and is fully vested at grant for ≥8 years of service (Chapman has 13 years).
| Years of Service | Vesting for Annual Director Equity Awards |
|---|---|
| < 6 years | 33.33% on each of first 3 anniversaries |
| 6 years | 50% on each of first 2 anniversaries |
| 7 years | 100% on first anniversary |
| ≥ 8 years | Fully vested at grant |
For context on compensation oversight, management’s incentive metrics (reviewed by the Compensation & Talent Committee) include: STIP—AFFO/share (40%), Fixed Charge Coverage (20%), Occupancy (10%), Individual Objectives (30%); LTIP—Relative TSR vs MSCI US REIT (50%), Dividend per share growth (25%), Net Debt/Pro Forma Adjusted EBITDAre (25%).
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| CBL & Associates Properties (NYSE: CBL) | Prior Director (ended 2021) | No current interlock noted with O’s clients/suppliers; no 2024 related-party transactions disclosed |
Expertise & Qualifications
- Audit committee financial expert; financially literate under NYSE standards.
- Deep credit, portfolio risk, and capital markets experience from senior Wells Fargo CRE leadership.
- Long-standing industry leadership in retail and commercial real estate forums (ULI, ICSC, Nareit).
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| A. Larry Chapman | 5,257 | <0.1% | Held via Chapman Family Trust; sole voting and shared investment power |
| Director stock ownership guideline | Min 3,277 shares in 2024 | — | Guideline = 5× cash retainer ($35k) divided by $53.41 year-end price |
| Guideline compliance (as of 12/31/2024) | Met | — | All directors met/exceeded guidelines |
| Pledging/Hedging | Prohibited | — | Company-wide anti-hedging and anti-pledging policies |
Governance Assessment
- Strengths: Independent director with audit financial expertise; active Audit Committee role; strong attendance (≥75% threshold); clear anti-hedging/pledging and clawback policies; no related-party transactions in 2024.
- Alignment: Director equity grants (majority of comp) plus ownership guidelines promote alignment; Chapman’s 5,257 shares exceed the 3,277-share guideline for 2024.
- Compensation structure: Director pay is largely equity-based; 2025 plan moves equity to fixed dollar value and increases cash retainer, aligning with peer practice; no performance-based director pay (reduces metric gaming risk).
- Shareholder signals: Say-on-pay support remained strong at 93.3% in 2024, indicating investor confidence in compensation oversight.
- RED FLAGS: None disclosed related to attendance shortfalls, related-party transactions, hedging/pledging, or Section 16(a) delinquencies; all Section 16(a) reports were timely.