Neil M. Abraham
Executive Vice President, Chief Strategy Officer and President, Realty Income International at REALTY INCOME
Executive
About Neil M. Abraham
Executive Vice President, Chief Strategy Officer and President, Realty Income International. Age 54; with Realty Income since April 2015 (SVP, Investments), EVP/CIO (Nov 2015–May 2018), EVP/Chief Strategy Officer (since May 2018), and President, Realty Income International (since Jan 2022). Prior roles include Portfolio Manager for equity and mortgage REITs at AllianceBernstein (2007–2015), Associate Principal at McKinsey & Company, and VP, Fixed Income Derivatives at Salomon Brothers . Company performance context for 2024: AFFO/share $4.19 (+4.8% YoY), dividends per share +2.5%, occupancy 98.7%, with $3.9B investments at 7.4% initial yield; 2024 TSR was (2.1)%, underperforming the MSCI U.S. REIT Index (+8.8%) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Realty Income | President, Realty Income International | Since Jan 2022 | Drove double-digit international business growth; led ~$1.9B international acquisitions in 2024; maintained high U.K. occupancy and strengthened releasing; advanced Collaborative Portfolio Management to optimize portfolio . |
| Realty Income | EVP, Chief Strategy Officer | Since May 2018 | Co-led strategy execution across scale-up, balance sheet strength, and capital access; supported AFFO/share growth and dividend increases alongside disciplined leverage . |
| Realty Income | EVP, Chief Investment Officer | Nov 2015–May 2018 | Played integral role in investment activities prior to becoming CSO . |
| Realty Income | SVP, Investments | Apr 2015–Nov 2015 | Led investment activities during initial tenure . |
| AllianceBernstein – Global Equities | Portfolio Manager (equity and mortgage REITs) | 2007–2015 | Buy-side REIT coverage and portfolio management experience . |
| McKinsey & Company | Associate Principal | Not disclosed (pre-2007) | Strategy consulting background . |
| Salomon Brothers | VP, Fixed Income Derivatives | Not disclosed (pre-2007) | Capital markets/derivatives experience . |
External Roles
- None disclosed (no current public company directorships listed for Mr. Abraham) .
Fixed Compensation
| Year | Base salary ($) | Target bonus (STIP) ($) | Notes |
|---|---|---|---|
| 2024 | 650,000 | 675,000 | Base increased from 2023; STIP entirely cash . |
| 2023 | 600,000 | 602,500 | STIP entirely cash . |
Performance Compensation
2024 Short‑Term Incentive Program (STIP) – Metrics, Targets, Results, Payout
| Metric | Weight | Target | Actual 2024 | Metric payout | Mr. Abraham individual factor | Total payout as % of target | Cash earned ($) |
|---|---|---|---|---|---|---|---|
| AFFO per share | 40% | $4.14 (range $4.12–$4.17) | $4.19 | 250% (capped) | 185% | 216% | 1,454,625 |
| Fixed charge coverage | 20% | 4.2x (thresh 4.0x, max 4.4x) | 4.7x | 200% | 185% | 216% | 1,454,625 |
| Portfolio occupancy | 10% | 98.3% (range 98.0%–98.5%) | 98.7% | 200% | 185% | 216% | 1,454,625 |
| Individual objectives | 30% | — | — | — | 185% (exceeded objectives) | 216% | 1,454,625 |
Notes: STIP paid entirely in cash; max STIP 220% of target; no payout for below-threshold .
2024–2026 Long‑Term Incentive Program (LTIP) – PSUs (granted Feb 12, 2024)
| Component | Weight | Threshold | Target | Maximum | Mr. Abraham 2024 grant (target) |
|---|---|---|---|---|---|
| Relative TSR vs MSCI US REIT Index | 50% | 30th pct (50%) | 55th pct (100%) | 80th pct (200%) | 37,938 PSUs; target value $1,818,750 |
| Net Debt / Pro Forma Adjusted EBITDAre | 25% | 6.1x (50%) | 5.75x (100%) | 5.5x or less (200%) | 37,938 PSUs; target value $1,818,750 |
| Dividend per share growth rate | 25% | 3.0% (50%) | 5.0% (100%) | 7.0% (200%) | 37,938 PSUs; target value $1,818,750 |
| Vesting | — | — | — | — | 50% vests on certification after 3-year period; 50% on Jan 1, 2028 (service condition) |
Time-based restricted shares: 9,956 shares granted Feb 12, 2024 for prior year’s program (value $524,375 at $52.67) ; for 2024 performance, 10,977 shares granted Feb 18, 2025 ($606,250 at $55.23) .
Realized Performance – 2022–2024 PSU Payout (certified Feb 2025)
| Metric (2022–2024) | Weight | Threshold | Target | Max | Actual | % Earned |
|---|---|---|---|---|---|---|
| Relative TSR vs MSCI US REIT | 55% | 30th pct | 55th pct | 80th pct | 50th pct | 90.0% |
| Net Debt / Pro Forma Adj. EBITDAre | 25% | 6.1x | 5.75x | 5.5x | 5.4x | 200.0% |
| Dividend per share growth | 20% | 3.0% | 5.0% | 7.0% | 7.1% | 200.0% |
| Total weighted payout | — | — | — | — | — | 139.5% |
| Mr. Abraham PSU shares earned | — | — | — | — | — | 30,214 (vs 21,659 target) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 61,317 shares (<0.1%); includes 23,573 unvested restricted, 37,744 directly owned (as of Mar 3, 2025; 891,769,159 shares outstanding) . |
| Stock ownership guideline | 4x base salary; minimum share requirement 34,757; stock ownership counted for guideline 60,074; status: in compliance as of Dec 31, 2024 . |
| Options | None outstanding/exercisable (no options held by NEOs at 12/31/2024) . |
| Unvested time-based RS (selected grants) | 11,672 (2/17/2021); 32,848 (2/14/2022); 5,718 (2/13/2023); 9,956 (2/12/2024) . |
| Unearned PSUs (open cycles, at max for disclosure) | 48,712 (2023–2025); 75,876 (2024–2026) . |
| 2024 stock vested | 28,865 shares; value realized $1,586,727 . |
| Upcoming vesting schedule (time‑based RS and earned PSUs) | 14,893 (Jan 1, 2025); 2,489 (Feb 15, 2025); 15,107 (Feb 18, 2025) vested; then 18,330 (Jan 1, 2026); 2,489 (Feb 15, 2026); 1,906 (Jan 1, 2027); 2,489 (Feb 15, 2027); 2,489 (Feb 15, 2028) scheduled, subject to service . |
| Hedging/pledging | Prohibited for officers; margin purchases and pledging not permitted . |
Vesting cadence and potential supply: annual vesting events typically occur on Jan 1 and mid‑February, with additional PSU tranches vesting upon performance certification (50%) and the 1‑year post‑performance service cliff (remaining 50%) .
Employment Terms
- Employment agreement: Company does not have employment contracts with NEOs .
- Severance plan (non‑CEO NEOs, including Mr. Abraham) :
- Qualifying Termination (without cause or constructive termination): 12 months base salary; average cash bonus (1–3 year lookback, as applicable); 12 months medical; time‑based RS vests; PSUs pro‑rated based on performance to termination date .
- Change‑in‑Control Termination (double trigger): 24 months base salary; 2x average cash bonus; 18 months medical; time‑based RS vests; PSUs based on performance through CIC date, pro‑rated .
- CIC without termination: PSUs accelerate pro‑rated based on performance through CIC; time‑based equity follows plan provisions if not assumed/continued .
- Retirement policy (age ≥60 and 10+ years service): time‑based awards fully vest; PSUs pro‑rated and vest based on actual performance at period end (notice and release required) .
- Clawback: Mandatory policy; recovery upon accounting restatement (SEC/NYSE‑compliant) and discretionary recovery for miscalculated metrics or fraud/misconduct .
- Anti‑hedging/anti‑pledging: Prohibited for directors/officers/employees .
- Deferred compensation: Executives may defer up to 75% of salary and up to 100% of bonus/equity/other comp under plan effective Dec 1, 2024 .
- Perquisites/tax gross‑ups: No perquisites; no excise tax gross‑ups; limited gross‑up on a medical benefit for SVP+ .
Performance Compensation Detail (Grants)
| Grant type | Grant date | Shares/units | Value/price |
|---|---|---|---|
| Time‑based RS (prior year program) | Feb 12, 2024 | 9,956 | $524,375 at $52.67/share . |
| PSUs (2024–2026 cycle) | Feb 12, 2024 | 37,938 (target) | $1,818,750 target value ($51.60 grant date FV per PSU methodology) . |
| Time‑based RS (2024 performance) | Feb 18, 2025 | 10,977 | $606,250 at $55.23/share . |
Pay Summary (2024 SCT line items)
| Component | Amount ($) |
|---|---|
| Salary | 650,000 |
| Stock awards (grant date FV) | 2,473,629 |
| Non‑equity incentive plan (STIP cash) | 1,454,625 |
| All other compensation | 265,226 (incl. $226,221 dividends on earned PSUs; $39,005 401(k)/insurance/medical) |
| Total | 4,843,480 |
Compensation Structure vs Performance Metrics
- STIP balanced across operating earnings (AFFO/share 40%), balance sheet health (fixed charge coverage 20%), portfolio quality (occupancy 10%), and individual objectives (30%); 2024 performance exceeded max on all company metrics, with Abraham’s individual factor at 185%, resulting in a 216% payout of target .
- LTIP emphasizes long‑term relative and absolute alignment: 50% relative TSR vs broad REITs, 25% leverage discipline (Net Debt/EBITDAre), 25% dividend per share growth; payout scale 50%–200% of target; vesting includes a 1‑year post‑performance service period, reinforcing retention .
- Realized outcomes confirm alignment: 2022–2024 PSU cycle paid 139.5% on strength in leverage and dividend growth despite median TSR, consistent with REIT fundamentals emphasizing income and balance sheet strength .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no margin/pledge risk .
- No options outstanding; equity mix is PSUs and time‑based RS (reduced repricing risk) .
- Clawback policy in place; no related‑party transactions in 2024; all Section 16(a) filings compliant .
- Say‑on‑pay support strong (93.3% in 2024), indicating investor acceptance of pay‑for‑performance design .
Equity Ownership & Alignment Detail
| Measure | Data |
|---|---|
| Beneficial ownership as % of outstanding | <0.1% (61,317 / 891,769,159) . |
| Guideline multiple & compliance | 4x salary; min 34,757 shares; ownership for guideline 60,074 – compliant . |
| Vested vs unvested | Significant unvested RS and PSUs with multi‑year vesting schedule (see above), creating retention hooks and predictable vesting supply near Jan 1 / mid‑Feb each year . |
Employment & Contracts
| Topic | Terms |
|---|---|
| Severance (non‑CIC) | 12 months base + average bonus; 12 months medical; RS vests; PSUs pro‑rated to termination date . |
| CIC (double trigger) | 24 months base + 2x avg bonus; 18 months medical; RS vests; PSUs pro‑rated to CIC date based on performance . |
| CIC (no termination) | PSUs accelerate pro‑rated based on CIC performance; time‑based equity subject to plan (assumption/continuation, else acceleration) . |
| Retirement | Time‑based fully vests; PSUs pro‑rated and vest on actual performance at end of period; notice and release required . |
| Contracts | No individual employment contract . |
| Clawback/hedging/pledging | Clawback mandatory; hedging/pledging barred . |
Investment Implications
- Pay alignment and execution: Abraham’s remit (strategy and international platform) correlates with 2024 over‑achievement on AFFO, balance sheet metrics, and occupancy; 2022–24 PSUs paid above target largely on leverage/dividend growth, supporting a fundamentals‑driven compensation design in a higher‑rate REIT regime .
- Retention risk vs selling pressure: Multi‑year unvested RS and PSUs with scheduled vesting across Jan 1 and Feb 15 windows and PSU vesting in 2027–2028 create recurring vest events that may lead to periodic 10b5‑1‑type sales, but also strengthen retention given post‑performance service requirements .
- Alignment safeguards: Strong stock ownership compliance (well above the 4x requirement), anti‑hedging/pledging, and clawback provisions reduce misalignment and governance risk; no options minimizes repricing risk .
- Change‑in‑control economics: Double‑trigger equity acceleration and 2x cash severance for non‑CEO NEOs balance retention with shareholder protections; PSUs tied to performance through CIC mitigate windfalls .
- Shareholder sentiment: Consistent >90% say‑on‑pay support underpins stability of the program; continued delivery on AFFO/dividend growth likely remains key to sustaining support despite relative TSR volatility vs REIT benchmarks .