Jonathan Pong
About Jonathan Pong
Jonathan Pong is Executive Vice President, Chief Financial Officer, and Treasurer of Realty Income (NYSE: O), serving since January 1, 2024; age 42. He joined Realty Income in 2014 and previously led capital markets, derivatives, FP&A, and investor relations as Senior Vice President, Head of Corporate Finance; earlier he was Vice President in Equity Research at Robert W. Baird and began his career at Deloitte & Touche LLP. He holds a B.S. in Accounting from USC, an MBA from Cornell, and is both a CFA charterholder and CPA . In 2024, he drove 4.8% year‑over‑year AFFO per share growth to $4.19, maintained net debt to annualized pro forma Adjusted EBITDAre at 5.4x with fixed charge coverage of 4.7x, and led capital raising of approximately $1.8B of equity and $2.6B of multi‑currency debt; portfolio occupancy ended at 98.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Realty Income | EVP, CFO & Treasurer | Since Jan 2024 | Led financing strategy, capital raising, leverage discipline, operational improvements (accelerated close) . |
| Realty Income | SVP, Head of Corporate Finance | 2014–2023 (prior to CFO) | Oversaw capital markets, derivatives, FP&A, investor relations . |
| Robert W. Baird | Vice President, Equity Research (REITs) | Not disclosed | Sector expertise covering net lease and shopping centers . |
| Deloitte & Touche LLP | Audit & Assurance | Not disclosed | Real estate, financial services, and software engagements . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external directorships or board roles disclosed for Mr. Pong . |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $500,000 |
| Target STIP ($) | $500,000 (100% of base) |
| Maximum STIP ($) | $1,100,000 (220% of target) |
| Actual STIP Earned ($) | $1,100,000 (220% of target; paid in cash) |
Notes:
- STIP is paid entirely in cash .
Performance Compensation
Short-Term Incentive Program (STIP) Design (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| AFFO per Share | 40% | Not disclosed | $4.19 | Included in overall 220% payout | Cash, paid following year |
| Fixed Charge Coverage Ratio | 20% | Not disclosed | 4.7x (≥4.5x each quarter) | Included in overall 220% payout | Cash |
| Portfolio Occupancy | 10% | Not disclosed | 98.7% | Included in overall 220% payout | Cash |
| Individual Objectives | 30% | Not disclosed | Committee determined performance far exceeded objectives | Included in overall 220% payout | Cash |
Long-Term Incentive Program (LTIP) – Performance Shares (2024–2026 cycle)
| Metric | Weighting | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|---|
| TSR ranking vs MSCI US REIT Index | 50% | 30th percentile (50%) | 55th percentile (100%) | 80th+ percentile (200%) | 50% at certification post‑performance period; 50% one year later |
| Net Debt-to-Pro Forma Adjusted EBITDAre | 25% | 6.1x (50%) | 5.75x (100%) | 5.5x or less (200%) | 50% at certification; 50% one year later |
| Dividend per Share Growth Rate | 25% | 3.0% (50%) | 5.0% (100%) | 7.0% (200%) | 50% at certification; 50% one year later |
LTIP Mix and Time-Based Equity
- 2024 LTIP mix: ~75% performance shares and ~25% time‑vesting restricted stock for NEOs .
- Time-based restricted stock vesting: 25% per year over four years, commencing on February 15 following grant; subject to acceleration upon certain events .
2024 Grants of Plan-Based Awards (Mr. Pong)
| Grant Date | Award Type | Shares/Units (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| 02/12/2024 | Time-based restricted stock (for 2023 performance) | 17,277 | $909,980 |
| 02/12/2024 | Performance shares (2024–2026; target) | 18,773 | $964,555 |
| 2025 (Feb) | Time-based restricted stock (for 2024 performance) | Not disclosed | $300,000 |
Equity Ownership & Alignment
Outstanding Equity Awards (as of December 31, 2024)
| Grant Date | Unvested Restricted Shares (#) | Market Value ($) | Unearned PSUs (#) | Market Value ($) |
|---|---|---|---|---|
| 02/17/2021 | 1,012 | $54,051 | — | — |
| 11/15/2021 | 553 | $29,536 | — | — |
| 02/14/2022 | 4,672 | $249,532 | — | — |
| 02/13/2023 | 7,818 | $417,559 | — | — |
| 02/12/2024 | 17,277 | $922,765 | 37,546 | $2,005,332 |
Notes:
- Market values calculated at $53.41 per share closing price on 12/31/2024 .
- No stock options outstanding (exercisable or unexercisable) for NEOs as of 12/31/2024 .
Stock Ownership Guidelines & Compliance (as of December 31, 2024)
| Executive | Guideline Multiple | Minimum Shares Required | Stock Ownership | Compliance Status |
|---|---|---|---|---|
| Jonathan Pong | 3x base salary | 28,485 | 42,650 | Meets guideline; has until Jan 1, 2029 to achieve if newly subject |
Policy Alignment:
- Anti‑hedging and anti‑pledging policy prohibits holding company stock in margin accounts and pledging as collateral; bans derivative/short transactions by directors and officers .
Employment Terms
Severance & Change‑in‑Control Economics (estimated at 12/31/2024; O closing price $53.41)
| Trigger | Severance ($) | Bonus ($) | Medical ($) | Accelerated Equity ($) | Life Insurance ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualifying Termination (no CIC) | $500,000 | $1,100,000 | $29,936 | $4,390,524 | — | $6,020,460 |
| Change in Control + Qualifying Termination (Double Trigger) | $1,000,000 | $2,200,000 | $44,905 | $4,390,524 | — | $7,635,429 |
| Change in Control (equity only) | — | — | — | $706,729 | — | $706,729 |
| Death | — | — | — | $7,162,045 | $600,000 | $7,762,045 |
| Disability | — | — | — | $7,162,045 | — | $7,162,045 |
Key Mechanics:
- For NEOs other than CEO, severance equals 12 months base salary (Qualifying Termination) or 24 months (CIC Termination) .
- Bonus multiple: For Mr. Pong, uses 2024 bonus only due to becoming NEO in 2024; other NEOs use average of 2022–2024 bonuses .
- Equity acceleration calculations reflect unvested restricted stock at $53.41/share and pro‑rated treatment for performance shares (except death/disability) per outstanding cycles; death/disability values reflect granted target PSUs and continued RS vesting under original schedule .
Clawback:
- Mandatory clawback aligned with SEC/NYSE rules for restatements and committee‑determined metric miscalculations; discretionary recovery in cases of fraud or intentional misconduct .
Investment Implications
- Strong pay-for-performance alignment: STIP tied to AFFO/share, coverage, occupancy, and individual objectives; LTIP emphasizes relative TSR (50%), leverage discipline (Net Debt/EBITDAre, 25%) and dividend growth (25%)—metrics directly linked to REIT value creation and credit profile .
- Retention risk appears contained: Significant unvested equity across multiple grant years (RS + PSUs) with multi‑year vesting, plus double‑trigger CIC protection; no options outstanding reduces forced exercise dynamics .
- Ownership alignment: Exceeds ownership guideline (42,650 vs. 28,485 shares) and is prohibited from pledging/hedging, aligning with long‑term shareholder interests; compliance window extends to 2029 for new NEOs .
- Execution track record: 2024 outcomes highlight capital markets access ($1.8B equity; $2.6B multi‑currency debt), leverage discipline (5.4x Net Debt/EBITDAre; 4.7x fixed charge coverage), operational improvements (accelerated close by five days), and international finance build‑out—supporting LTIP metric achievement potential .
Overall, Pong’s incentive structure is balanced toward long‑term equity with rigorous relative TSR and leverage/dividend hurdles, while severance and CIC terms are standard for REITs and feature double‑trigger equity protection—signals consistent with management confidence and alignment rather than pay inflation or undue risk taking .