Michelle Bushore
About Michelle Bushore
Michelle Bushore is Executive Vice President, Chief Legal Officer, General Counsel, and Secretary at Realty Income, serving in this role since February 2021; she is 57 years old . Her pay is tightly linked to company performance through a STIP weighted 70% to objective metrics (AFFO per share, fixed charge coverage, occupancy) and a 3-year LTIP weighted to relative TSR, dividend growth, and Net Debt-to-Pro Forma Adjusted EBITDAre, with maximum payouts capped at 200% and 220% for long-term and short-term awards, respectively . In 2024, Realty Income exceeded maximum STIP thresholds on AFFO per share ($4.19), fixed charge coverage (4.7x), and portfolio occupancy (98.7%), driving elevated incentive outcomes . The company also frames long-term incentives around relative TSR against the MSCI US REIT Index, dividend growth (target 5%), and leverage discipline (Net Debt/EBITDAre target 5.75x), emphasizing sustained, capital-structure-aware value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Realty Income | EVP, Chief Legal Officer, General Counsel, and Secretary | Feb 2021–present | Oversees legal function supporting global expansion and M&A; led legal for $3.9B acquisitions and Spirit Realty Capital acquisition in 2024 . |
| Caesars Entertainment, Inc. | EVP, General Counsel, Chief Legal & Risk Officer, and Corporate Secretary | 2018–2020 | Senior legal and risk leadership at a major gaming/hospitality company . |
| Monsanto | Deputy General Counsel and Corporate Secretary | 2013–2018 | Enterprise legal leadership; also served as Chief Legal Officer of The Climate Corporation (Monsanto subsidiary) . |
| The Climate Corporation | Chief Legal Officer | n/a | Led legal for ag-tech subsidiary; integration with Monsanto legal . |
| Latham & Watkins LLP | Private Practice Attorney | Earlier (dates not disclosed) | Big Law training and practice foundation . |
External Roles
No public company directorships or external board roles disclosed for Ms. Bushore in the latest proxy .
Fixed Compensation
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 570,000 | 1,798,083 | 991,300 | 153,223 | 3,512,606 |
| 2023 | 550,000 | 1,718,988 | 691,310 | 38,657 | 2,998,955 |
| 2022 | 550,000 | 1,584,851 | 876,000 | 14,228 | 3,137,579 |
Additional 2024 employer-paid benefits: 401(k) match, life insurance, and medical benefits totaling $35,510; dividends on earned performance shares $117,713 .
Performance Compensation
2024 STIP Design and Company Results
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| AFFO per share | 40% | $4.12 | $4.14 | $4.17 | $4.19 | 250% (above max) |
| Fixed charge coverage | 20% | 4.0x | 4.2x | 4.4x | 4.7x | 200% (above max) |
| Portfolio occupancy | 10% | 98.0% | 98.3% | 98.5% | 98.7% | 200% (above max) |
| Individual objectives | 30% | n/a | n/a | n/a | Bushore assessment: 185% | 185% |
| 2024 STIP Outcome (Bushore) | Value |
|---|---|
| Target annual incentive ($) | 460,000 |
| Maximum annual incentive ($) | 1,012,000 |
| % of Target Earned | 216% |
| % of Maximum Earned | 98% |
| Actual 2024 Incentive Earned ($) | 991,300 |
Individual performance drivers (select highlights): led legal efforts for $3.9B acquisitions and completion of Spirit Realty Capital acquisition; implemented international insurance process; redesigned European governance structure; advanced climate data processes .
2024–2026 LTIP Structure (PSUs)
| Metric | Weight | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Relative TSR vs MSCI US REIT Index | 50% | 30th percentile (50%) | 55th percentile (100%) | 80th percentile (200%) | Market-conditioned; 3-year performance + 1-year post-vest service . |
| Net Debt-to-Pro Forma Adj. EBITDAre | 25% | 6.1x (50%) | 5.75x (100%) | 5.5x or less (200%) | Emphasizes leverage discipline . |
| Dividend per share growth rate | 25% | 3.0% (50%) | 5.0% (100%) | 7.0% (200%) | Sustained dividend growth focus . |
| 2024 PSU Grant (Bushore) | Value |
|---|---|
| Target dollar value ($) | 1,290,000 |
| Target shares (#) | 26,909 |
| Grant date fair value per share (total) | $51.60 (Monte Carlo and probability-weighted) |
Time-Based Restricted Stock
| Grant Date | Shares (#) | Grant-Date Price/FV | Notes |
|---|---|---|---|
| 2/12/2024 | 7,889 | $52.67 per share; $415,500 FV | Annual time-based grant (based on 2023 performance) . |
| 2/18/2025 | n/a | $430,000 total FV (price $55.23) | 2024 performance-based time grant value; shares not disclosed in proxy table . |
Vesting: Time-based restricted stock vests 25% per year over four years commencing the next Feb 15, subject to certain accelerations (e.g., retirement, qualifying terminations) .
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance
| As of Date | Beneficial Ownership (Shares) | Percent of Class | Ownership Guideline | Minimum Shares Required | Ownership as of 12/31/24 | Compliance |
|---|---|---|---|---|---|---|
| 3/3/2025 | 34,853 | <0.1% | 3x base salary (NEOs) | 26,544 | 35,187 | Meets requirement |
Breakdown (proxy narrative): total includes 17,880 unvested restricted shares and 16,973 directly owned shares (mapping provided in security ownership notes) .
Anti-hedging/pledging: Company prohibits hedging, margining, and pledging of company securities by officers and directors, mitigating misalignment and forced-sale risk .
Outstanding Equity Awards (12/31/2024)
| Grant Date | Unvested Restricted Stock (#) | Market Value ($) | Unearned PSUs (#) | Market Value ($) |
|---|---|---|---|---|
| 2/8/2021 | 410 | 21,898 | — | — |
| 2/17/2021 | 9,393 | 501,680 | — | — |
| 2/14/2022 | 26,142 | 1,396,244 | — | — |
| 2/13/2023 | 4,501 | 240,398 | 38,598 | 2,061,519 |
| 2/12/2024 | 7,889 | 421,351 | 53,818 | 2,874,419 |
Note: Market values use $53.41 closing price at 12/31/2024; PSUs shown at maximum for open cycles; actual earned shares will be determined post-performance period .
Vesting Schedule (Forward-Looking Insider Supply Considerations)
| Date | Shares Vesting |
|---|---|
| Jan 1, 2025 | 12,068 |
| Feb 8, 2025 | 410 |
| Feb 15, 2025 | 1,973 |
| Feb 18, 2025 | 11,894 |
| Jan 1, 2026 | 14,571 |
| Feb 15, 2026 | 1,972 |
| Jan 1, 2027 | 1,501 |
| Feb 15, 2027 | 1,972 |
| Feb 15, 2028 | 1,972 |
Shares vested during 2024: 17,223 shares; value realized $921,807 (shares net of tax withholding) . Options: None outstanding as of 12/31/2024 (no exercisable or unexercisable options for NEOs) .
Employment Terms
Severance and Change-of-Control (NEO plan; excludes CEO terms)
| Scenario | Cash Severance | Bonus Treatment | Equity Treatment | Benefits |
|---|---|---|---|---|
| Qualifying termination not in connection with CoC | 12 months’ base salary | Average of last 3 years’ cash bonus (or average of eligible years if fewer than 3) | Immediate vesting of unvested time-based RS/RSUs; PSUs pro-rated based on performance through termination date | 12 months medical continuation |
| Qualifying termination in connection with CoC (double trigger) | 24 months’ base salary | 2x average of last 3 years’ cash bonuses | Immediate vesting of unvested time-based RS/RSUs; PSUs accelerated based on performance through CoC date, pro-rated for service | 18 months medical continuation |
| Death or disability | Accrued compensation and PTO | n/a | Target PSUs vest if during performance period; any remaining unvested earned PSUs vest after performance period; all unvested time-based RS/RSUs vest in full | Life insurance benefits (death) |
Severance is contingent on executing a release and compliance with restrictive covenants (confidentiality and similar) . Mandatory clawback policy adopted per SEC/NYSE for restatements and with committee discretion for certain recalculations and misconduct; robust anti-hedging and anti-pledging policies apply .
Performance & Track Record Highlights (Role-Specific)
- 2024: Led legal efforts for $3.9B of acquisitions and completion of Spirit Realty Capital acquisition; advanced global legal support for transactions and asset management; implemented international insurance process; redesigned European governance; progressed climate data processes; individual objectives assessed at 185% .
Equity Ownership & Alignment Summary
- Beneficial ownership: 34,853 shares as of March 3, 2025 (<0.1% of class) .
- Meets stock ownership guideline: requirement 26,544 shares vs ownership 35,187 as of 12/31/2024 .
- No pledging permitted; anti-hedging in place .
- 2024 stock vested: 17,223 shares; $921,807 realized .
- Significant unvested RS and PSUs with scheduled vesting through 2028 support retention but create periodic liquidity windows around vest dates .
Investment Implications
- Pay-for-performance alignment is strong: 2024 STIP outcomes were driven by exceeding maximum company financial thresholds (AFFO/share, coverage, occupancy), and the LTIP emphasizes relative TSR and balance-sheet-aware metrics (Net Debt/EBITDAre, dividend growth), which should align executive incentives with shareholder returns and prudent leverage over multi-year horizons .
- Retention risk appears contained: substantial unvested equity through 2028 and stock ownership guideline compliance indicate meaningful skin in the game; severance is double-trigger on CoC with pro-rata performance treatment for PSUs, balancing retention and shareholder protections .
- Trading/flow signals: Clustered vesting dates (Jan 1 and mid-Feb annually) may create predictable insider liquidity windows; absence of options and prohibitions on pledging/hedging reduce forced-selling and leverage-related risks .
- Execution credibility: Role-specific achievements (Spirit integration, European governance redesign, regulatory readiness) support continued operational execution and risk management during international expansion and portfolio scaling .