Shannon Kehle
About Shannon Kehle
Shannon Kehle is Executive Vice President and Chief People Officer at Realty Income (NYSE: O), serving in this role since January 2022; prior roles include Senior Vice President, Human Resources (2019–2021) and Vice President, Human Resources (2014–2018). Age 52, with senior HR leadership experience across clean technology, online gaming, hospitality, and interactive media/technology sectors, she supports human capital execution aligned with the firm’s “One Team” culture . Company performance context during her tenure includes 2024 AFFO per share of $4.19 (+6.9% from 2022 to 2024), 98.7% year-end occupancy, dividend per share growth of 2.5%, and 2024 TSR of -2.1% versus MSCI US REIT Index +8.8% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Realty Income | EVP, Chief People Officer | Jan 2022 – Present | Leads human capital and talent programs; supports compensation governance and culture initiatives . |
| Realty Income | SVP, Human Resources | Jan 2019 – Dec 2021 | Senior HR leadership during company scale-up and international expansion . |
| Realty Income | VP, Human Resources | Apr 2014 – Dec 2018 | Built HR infrastructure; supported leadership transitions and growth . |
Fixed Compensation
- Individual base salary, bonus, and perquisites for non-NEO executives like Kehle are not itemized in the proxy; Realty Income’s executive pay framework comprises base salary plus time-based restricted stock vesting over four years .
- The company states it does not provide perquisites to named executive officers, uses a clawback policy, and does not provide excise tax gross-ups; a limited medical benefit gross-up is available to senior vice presidents and above .
Performance Compensation
Realty Income’s incentive architecture (applied to NEOs and guiding executive incentives enterprise-wide) uses clearly defined STIP and LTIP metrics and vesting mechanics.
| Program | Metric | Weighting | Target Period | Vesting/Measurement | Notes |
|---|---|---|---|---|---|
| STIP (Cash) | AFFO per Share | 40% | Annual | N/A | Core payout driver . |
| STIP (Cash) | Fixed Charge Coverage Ratio | 20% | Annual | N/A | Liquidity and coverage focus . |
| STIP (Cash) | Portfolio Occupancy | 10% | Annual | N/A | Operational health . |
| STIP (Cash) | Individual Objectives | 30% | Annual | N/A | Includes ESG-linked goals . |
| LTIP (Equity – Performance Shares) | TSR Rank vs MSCI US REIT | 50% | 3-year | Measured over 3 years | Relative performance emphasis . |
| LTIP (Equity – Performance Shares) | Dividend per Share Growth Rate | 25% | 3-year | Measured over 3 years | Dividend consistency metric . |
| LTIP (Equity – Performance Shares) | Net Debt-to-Pro Forma Adjusted EBITDAre | 25% | 3-year | Measured over 3 years | Balance sheet discipline . |
| LTIP (Equity – Time-based) | Restricted Stock/RSUs | 25% of LTIP mix | Annual grants | Vests over 4 years | 75% performance shares / 25% time-based overall mix for NEOs; mechanic guides executive equity design . |
Additional mechanics:
- STIP and LTIP maximum payouts are capped at 220% and 200% of target, respectively, with rigorous targets set annually .
- Time-based executive equity vests over four years; performance cycles span three years, aligning with long-term TSR and financial goals .
Equity Ownership & Alignment
| Item | Value | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 24,070 | Mar 3, 2025 | Reported in Security Ownership table; percent of class “*” (<0.1%) . |
| Shares withheld for tax | 266 | Nov 15, 2025 | Withheld upon issuance of 509 shares; indicates ongoing RSU vesting and standard tax withholding . |
| Beneficial ownership (shares) | 24,367 | Nov 15, 2025 | Includes 563 shares from dividend reinvestment plan . |
| Anti-hedging/anti-pledging | Prohibited | Policy | Company prohibits hedging, short sales, margin purchases, and pledging of securities . |
| Stock ownership guidelines | In place for directors and executive officers | Policy | Company discloses minimum ownership requirements exist; directors must hold ≥5x annual retainer; executive multiples not detailed in proxy . |
Employment Terms
- Employment agreements: Company states no employment contracts with NEOs; severance/change-of-control specifics for non-NEOs, including Kehle, are not disclosed .
- Clawback: Mandatory clawback compliant with SEC/NYSE rules, with additional committee discretion for miscalculated metrics or misconduct-triggered restatements .
- Change-in-control equity treatment: Under the 2021 Incentive Award Plan, if awards are not continued/assumed, non-performance awards become fully vested; performance awards have specific terms per agreements .
- Deferred compensation: Eligible executives may defer retainer/equity/compensation under the Deferred Compensation Plan with specified distribution options .
- Governance role: Kehle executed the Second Amendment to the 2021 Incentive Award Plan as EVP, Chief People Officer, effective Dec 1, 2024, reflecting involvement in compensation governance for non-employee director awards .
Compensation Structure Analysis
- Pay-for-performance alignment: Incentive metrics (AFFO/coverage/occupancy and TSR/dividend/debt discipline) directly link payouts to operating resilience and capital efficiency .
- Mix shifts and risk posture: Heavy weighting to performance shares in LTIP (≈75% for NEOs) and multi-year performance cycles promote long-term alignment; capped payout levels reduce risk of excessive risk-taking .
- Governance safeguards: Clawback, anti-hedging/anti-pledging, ownership guidelines, and no excise tax gross-ups strengthen shareholder alignment and reduce governance risk .
Track Record, Value Creation, and Execution Risk
- 2024 outcomes: AFFO per share record at $4.19; occupancy 98.7%; dividend growth 2.5%; TSR underperformed sector benchmark due to index exposure to data centers; still demonstrated cash flow growth and dividend consistency .
- Human capital leadership: Kehle’s CPO role spans talent management, engagement, and culture programs emphasized in corporate governance and sustainability disclosures .
Investment Implications
- Alignment: Kehle’s equity stake is modest (<0.1% of shares outstanding), typical for non-NEO executives; ownership guidelines and strict anti-pledging/anti-hedging policies mitigate misalignment risk .
- Incentive quality: Multi-year, TSR- and balance sheet–linked performance shares, combined with AFFO/coverage/occupancy STIP, support durable execution and discourage short-termism .
- Selling pressure: Recent Form 4 shows standard tax-withholding share reductions coincident with RSU vesting, not discretionary selling; limited signal for negative pressure .
- Contractual risk: Absence of disclosed individual employment/severance terms for Kehle limits visibility on termination/CIC economics; company-level clawback and plan-level CIC rules provide baseline governance comfort .
Overall, Kehle’s incentives are tied to Realty Income’s established pay-for-performance framework with robust governance guardrails; equity ownership is modest but supported by ownership guidelines and periodic RSU vesting, while company performance trends (AFFO growth, dividend increases, high occupancy) indicate operational continuity through her HR leadership tenure .