Gregory J. Whyte
About Gregory J. Whyte
Executive Vice President, Chief Operating Officer at Realty Income (since January 2023). Age 64 as of the 2025 proxy; career foundation in real estate capital markets and equity research, including senior roles at UBS and Morgan Stanley, and current external directorship at Orion Office REIT (NYSE: ONL) . Company performance context during his tenure includes strong pay-for-performance alignment with incentives tied to AFFO per share, TSR vs MSCI US REIT Index, leverage and coverage ratios, occupancy, and dividend growth . Recent performance metrics: AFFO per share rose from 4.00 (2023) to 4.19 (2024), while TSR (value of a $100 initial investment) was $97.01 (2023) and $94.96 (2024); management cites market capitalization increasing to $65.4B from $59.9B alongside the Spirit Realty Capital merger and international expansion .
| Metric | 2023 | 2024 |
|---|---|---|
| Diluted AFFO per share ($) | 4.00 | 4.19 |
| TSR ($ value of $100 initial investment) | 97.01 | 94.96 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UBS Securities (Real Estate & Lodging Investment Banking) | Senior Advisor | 2007–2016 | Advised on real estate and lodging I-banking, contributing capital markets and transaction expertise |
| Morgan Stanley | Managing Director, Global Head of Real Estate Equity Research | 1991–2006 | Led global REIT and real estate equity research, shaping sector insights and investor discourse |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orion Office REIT Inc. (NYSE: ONL) | Director | Current (year not disclosed) | Governance and oversight at a net lease office REIT; cross-company perspective relevant to operational strategy |
| TIER REIT, Inc. (NYSE: TIER) | Independent Director | 2017–2019 | Board oversight at office REIT; experience with portfolio and capital allocation decisions |
Fixed Compensation
- Specific salary, target bonus, and cash compensation for Mr. Whyte are not disclosed in the proxy, as he is not listed among the named executive officers (NEOs) for 2024 .
Performance Compensation
- Realty Income’s executive incentive structure centers on a STIP (annual cash) and LTIP (multi-year equity with performance conditions and time-based RS/RSUs). For 2024: STIP metrics and weights; LTIP metrics and weights below .
| Program | Metric | Weight | Target/Goals | Vesting |
|---|---|---|---|---|
| STIP (2024) | AFFO per share | 40% | Company-set annual targets | Cash payout after year-end |
| STIP (2024) | Fixed charge coverage ratio | 20% | Company-set annual targets | Cash payout after year-end |
| STIP (2024) | Portfolio occupancy | 10% | Company-set annual targets | Cash payout after year-end |
| STIP (2024) | Individual objectives | 30% | Role-specific objectives | Cash payout after year-end |
| LTIP (2024–2026) | TSR ranking vs MSCI US REIT Index | 50% | Relative TSR percentile/thresholds | Performance shares: 50% at goal determination; 50% one year later |
| LTIP (2024–2026) | Dividend per share growth rate | 25% | Growth targets | Performance shares vest as above |
| LTIP (2024–2026) | Net Debt-to-Pro Forma Adjusted EBITDAre | 25% | Leverage ratio targets | Performance shares vest as above |
| LTIP (time-based) | Restricted stock/RSUs | — | Annual grants; not performance-based | Vests over 4 years |
- Design details: Approximately 75% of LTIP opportunity in performance shares and 25% in time-vesting restricted stock for NEOs; company did not grant options or option-like instruments to NEOs in 2024 .
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | % of Class | Shares Outstanding |
|---|---|---|---|
| March 21, 2024 | 7,357 | <0.1% (*) | 861,149,780 |
| March 3, 2025 | 13,492 | <0.1% (*) | 891,769,159 |
- Executive stock ownership requirements: CEO 5x salary; President, Realty Income International 4x; other named executive officers 3x salary. Executives at EVP and above are subject to stock ownership requirements; compliance evaluated annually. Shares counting toward compliance include owned shares, vested/unvested time-based RS/RSUs, and earned performance shares subject to time vesting (unearned performance shares do not count) .
- Anti-hedging and anti-pledging policy: Prohibits hedging, short selling, derivatives, margin purchases, and pledging company securities—mitigating misalignment and collateral-driven selling risk .
Employment Terms
- Role and tenure: Executive Vice President, Chief Operating Officer since January 2023 .
- Executive Severance Plan: Provides severance upon Qualifying Termination, Change in Control Termination, death, or disability; designed to attract/retain key employees and ensure objective evaluation of takeover bids. Detailed multiples and benefits are disclosed for NEOs (e.g., CEO and other NEOs), but not specifically for Mr. Whyte; the plan structure applies company-wide to executive officers .
- Equity acceleration: Time-based equity awards for NEOs have “double-trigger” change-in-control acceleration provisions; treatment for non-NEOs not specified in the proxy .
- Clawback: Mandatory recovery of incentive compensation tied to financial reporting measures in the event of accounting restatement; committee discretion to recover if metrics were miscalculated or in cases of fraud/intentional misconduct .
- Deferred compensation: Plan effective December 1, 2024 permitting eligible executives to defer cash and equity compensation with specified distribution elections .
- Insider trading policy: Applies to directors, officers, and employees; designed to ensure compliance with insider trading laws and NYSE standards .
Investment Implications
- Alignment: Incentive mix emphasizes at-risk, performance-based compensation (AFFO, TSR, leverage/coverage, occupancy, dividend growth), supporting pay-for-performance alignment; strong clawback and anti-hedging/anti-pledging policies reduce governance red flags .
- Ownership/pressure: Mr. Whyte’s direct beneficial ownership is modest (<0.1% of shares outstanding), which may limit direct financial alignment; however, stock ownership guidelines for EVP-level officers and multi-year vesting structures create ongoing exposure to equity outcomes and staged vesting rather than immediate liquidity events .
- Retention risk: Company-wide Executive Severance Plan and double-trigger equity for NEOs indicate balanced retention and change-in-control protections; specific economics for Mr. Whyte are not disclosed, but plan coverage and tenure since 2023 suggest continuity incentives are in place .
- Performance context: AFFO per share increased in 2024 and the company executed strategic initiatives (Spirit merger, international growth) while maintaining a pay program that received 93.3% say‑on‑pay support—positive signals for execution discipline and compensation governance; TSR lag vs MSCI US REIT Index underscores the importance of relative performance in the LTIP .