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Share Name | Share Symbol | Market | Type |
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Realty Income Corporation | NYSE:O | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.8026 | -1.48% | 53.5074 | 54.125 | 53.51 | 54.02 | 8,564,650 | 22:20:14 |
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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MEETING DATE:
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Tuesday, May 12, 2020
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MEETING TIME:
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9:00 a.m. Pacific Time
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VIRTUAL MEETING ACCESS:
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www.virtualshareholdermeeting.com/realty2020
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1.
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The election of ten director nominees named in this Proxy Statement to serve until the 2021 annual meeting of stockholders and until their respective successors are duly elected and qualify.
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2.
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The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020.
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3.
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A non-binding advisory proposal to approve the compensation of our named executive officers as described in this Proxy Statement.
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4.
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The transaction of such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.
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MEETING DATE:
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Tuesday, May 12, 2020
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MEETING TIME:
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9:00 a.m. Pacific Time
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VIRTUAL MEETING ACCESS:
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www.virtualshareholdermeeting.com/realty2020
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RECORD DATE:
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March 12, 2020
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Realty Income │ 2020 Proxy Statement 1
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Proxy Summary
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2 Realty Income │ 2020 Proxy Statement
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Proxy Summary
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PROPOSAL
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PAGE
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BOARD VOTE
RECOMMENDATION |
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PROPOSAL 1 – ELECTION OF DIRECTORS
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Our Board of Directors believes that the ten director nominees named herein contribute the breadth and diversity of knowledge and experience needed for the advancement of our business strategies and objectives.
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For
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PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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The Audit Committee of our Board of Directors has appointed KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2020 and requests stockholders to ratify the appointment.
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For
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PROPOSAL 3 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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Our Board of Directors believes our compensation program is appropriately structured to reward our named executive officers for the continued performance of the company, encourage a disciplined approach to management, and maintain focus on the creation of long-term value for our stockholders.
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For
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(1)
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For a reconciliation of net income to AFFO, see Appendix A on page 68 of this Proxy Statement.
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Realty Income │ 2020 Proxy Statement 3
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Proxy Summary
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(1)
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TSR is calculated assuming the contemporaneous reinvestment of dividends on the ex-dividend date. Data sourced from Bloomberg as of December 31, 2019.
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4 Realty Income │ 2020 Proxy Statement
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Proxy Summary
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Realty Income │ 2020 Proxy Statement 5
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Proxy Summary
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✓
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Appointing a new independent director, as part of our Board’s ongoing refreshment efforts.
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Expanding Board oversight of environmental, social and governance issues.
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Corporate Governance Highlights
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All directors are subject to annual election with a majority voting standard in uncontested elections.
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We have a Chairman of the Board who is separate from and independent of our Chief Executive Officer.
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All directors, with the exception of our CEO, are independent, and all Board committee members are independent.
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Our directors conduct annual self-evaluations and participate in orientation and continuing education programs.
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An Enterprise Risk Management evaluation is conducted annually to identify and assess company risk.
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Our directors, officers, and other employees are subject to a Code of Business Ethics.
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Anonymous reporting is available through our whistleblower hotline, which is tested annually and reported to our Audit Committee quarterly.
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Our directors, officers, and employees are subject to anti-hedging and anti-pledging policies.
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Cash and equity incentive compensation is subject to a formal clawback policy.
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Our directors and named executive officers have minimum stock ownership requirements.
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No stockholder rights plan is in effect.
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Our Bylaws permit stockholders to request the calling of a special meeting.
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The restricted stock and restricted stock unit awards for our named executive officers have “double-trigger” acceleration provisions.
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We annually submit our executive compensation to a “say-on-pay” advisory vote by our stockholders.
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Our Board of Directors conducts regular executive sessions of independent directors.
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We amended our Bylaws to allow stockholders to propose amendments to our Bylaws.
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6 Realty Income │ 2020 Proxy Statement
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Proxy Summary
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✓
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Reached out to stockholders collectively representing approximately 53% of shares outstanding, and engaged with stockholders collectively representing approximately 34% of shares outstanding.
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Identified and regularly reported consistent themes from our outreach activities to our Board of Directors.
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Our Board of Directors’ Independent Chairman participated in our stockholder engagement, providing stockholders direct access to our Board of Directors.
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Considered input provided by our stockholders and our advisors as our Board reviewed and considered enhancements to its governance practices and public disclosures.
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Discussed various topics, including environmental, social and governance considerations, executive compensation, board refreshment, composition and structure of our Board, our Bylaws, and company culture.
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✓
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Pursuant to action taken by the Board, the Nominating and Corporate Governance Committee maintains direct oversight of environmental, social and governance considerations.
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Based on feedback from stockholders, the Board amended our Bylaws to permit stockholders to propose amendments to the Bylaws.
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✓
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We added Christie Kelly to our Board of Directors to continue refreshment of the Board to ensure optimal board structure and composition.
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Realty Income │ 2020 Proxy Statement 7
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(1)
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Non-Executive Independent Chairman of the Board of Directors.
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OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE
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OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP.
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8 Realty Income │ 2020 Proxy Statement
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Proposals
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OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL ON A NON-BINDING ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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Realty Income │ 2020 Proxy Statement 9
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10 Realty Income │ 2020 Proxy Statement
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Board of Directors and Corporate Governance
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A. Larry Chapman
Age: 73 Director Since: 2012 Committees: Audit Independent: Yes |
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Experience
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A. Larry Chapman is a retired 37-year veteran of Wells Fargo, having served most recently as Executive Vice President and the Head of Commercial Real Estate from 2006 until his retirement in June 2011, and as a member of the Wells Fargo Management Committee. Mr. Chapman joined Wells Fargo in 1974 in its Houston Real Estate office. In 1987, he was promoted to President of Wells Fargo Realty Advisors, a wholly-owned subsidiary of Wells Fargo & Co. The subsidiary’s primary responsibility was managing Wells Fargo Mortgage and Equity Trust, which was formed in 1970 and sold in 1989. He remained President of Wells Fargo Realty Advisors until 1990, and was promoted to Group Head of the Wells Fargo Real Estate Group in 1993. Mr. Chapman managed the Wells Fargo Real Estate Group until his 2006 promotion to Executive Vice President and Head of Commercial Real Estate for Wells Fargo on a nationwide basis. Mr. Chapman is a former board member of the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley, past governor and trustee of the Urban Land Institute, former member of the National Association of Real Estate Investment Trusts (Nareit), and member and past trustee of the International Council of Shopping Centers (ICSC). He currently serves on the board of directors of CBL & Associates Properties, Inc. (NYSE: CBL) (August 2013-present).
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Qualifications
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Mr. Chapman’s financial acumen and extensive commercial real estate experience across many industries and tenant types provide valuable insight and expertise to the Board of Directors and our senior management team as we continue to expand our real estate portfolio. In addition, his background as a leader of a Fortune 500 company, and as a member of its management team, further enhances the quality of leadership and oversight provided by our Board of Directors.
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Reginald H. Gilyard
Director Since: 2018 Committees: Nominating/Corporate Governance (Chair) Independent: Yes |
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Experience
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Reginald H. Gilyard is a Senior Advisor at the Boston Consulting Group, Inc. (BCG) where he is a recognized leader in strategy development and execution (2017-present). Prior to this role, Mr. Gilyard served as Dean of the Argyros School of Business and Economics at Chapman University (2012-2017). Under Mr. Gilyard’s leadership, the school significantly increased its national rankings at the undergraduate and graduate levels. Prior to joining Chapman University, Mr. Gilyard served as Partner and Managing Director at BCG where he led national and multi-national engagements with large corporations in strategy, M&A, and business transformation (1996-2012). Prior to BCG, Mr. Gilyard served nine years in the U.S. Air Force as a Program Manager, and was then promoted to Major in the U.S. Air Force Reserves where he served for an additional three years. Mr. Gilyard currently serves on the board of directors of First American Financial Corporation (NYSE:FAF) (2017-present), and CBRE Group Inc. (NYSE: CBRE) (2018-present), and is the Board Chair for Pacific Charter School Development, a 501(c)(3) real estate development company serving low-income families in urban centers across the United States.
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Qualifications
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Mr. Gilyard offers valuable knowledge regarding strategy development and execution, having worked with management teams and boards to develop and implement successful strategies for over 20 years. His extensive consulting experience includes leading national and multi-national strategic engagements, pre-and post-M&A activity, and business transformation. Mr. Gilyard’s skill set and experience in a broad array of industries allows him to provide diverse and valuable perspectives to our Board of Directors.
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Realty Income │ 2020 Proxy Statement 11
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Board of Directors and Corporate Governance
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Priya Cherian Huskins
Age: 48 Director Since: 2007 Committees: Compensation (Chair) and Nominating/Corporate Governance Independent: Yes |
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Experience
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Priya Cherian Huskins is Senior Vice President and partner at Woodruff-Sawyer & Co., a commercial insurance brokerage firm (2003-present). Prior to joining Woodruff-Sawyer & Co., Ms. Huskins served as a corporate and securities attorney at the law firm of Wilson Sonsini Goodrich & Rosati (1997-2003). She has served on the advisory board of the Stanford Rock Center for Corporate Governance since 2012, and the board of directors of Woodruff-Sawyer & Co. since 2016. She previously served on the board of directors of the Silicon Valley Directors’ Exchange (SVDX) (2013-2018), and served on the board of directors of the National Association of Corporate Directors, Silicon Valley Chapter (2006-2013).
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Qualifications
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With her background in law, insurance, and risk management, Ms. Huskins brings a focus on these areas to our Board of Directors. As a recognized expert in directors and officers liability risk and its mitigation, Ms. Huskins provides valuable insight into our risk management strategy. In addition, she brings experience regarding corporate governance matters, including compensation best practices, and ways that corporate governance can enhance stockholder value. Ms. Huskins’ experience makes her a valuable member of a well-rounded Board of Directors.
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Christie B. Kelly
Director Since: 2019 Committees: Audit Independent: Yes |
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Experience
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Ms. Kelly has served as a director on the Board since November 2019. Ms. Kelly most recently served as Global Chief Financial Officer of Jones Lang LaSalle Incorporated (NYSE: JLL) (July 2013-September 2018), a publicly traded financial and professional services firm specializing in real estate. Prior to her tenure at JLL, Ms. Kelly served as Executive Vice President and Chief Financial Officer of Duke Realty Corporation (NYSE: DRE) (2009-June 2013). Prior to joining Duke in 2009, Ms. Kelly served as Senior Vice President, Global Real Estate at Lehman Brothers (2007-2009), where she led real estate equity syndication in the United States and Canada. Prior to that, Ms. Kelly served at General Electric Company (NYSE: GE) (1983-2007) in numerous finance and operational financial management positions in the United States, Europe and Asia that included responsibility for mergers and acquisitions, process improvements, internal audit and enterprise risk management. Ms. Kelly currently serves on the board of directors of Kite Realty Group Trust (NYSE: KRG) and Park Hotel and Resorts, Inc. (NYSE: PK) as well as Gilbane, Inc. a privately held company. She previously served on the board of directors of TIER REIT (TIER) (January 2019-June 2019), the board of directors of Executives Club of Chicago (2017-2019), the board of directors of World Business Chicago (2016-2018), and on the board of directors of Park Tudor School (2012-2016).
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Qualifications
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Ms. Kelly brings to the Board extensive leadership, finance, real estate, and public company experience through her background as a senior executive and director of real estate companies, including publicly traded REITs. Additionally, Ms. Kelly’s international experience as the Global Chief Financial Officer for JLL will be additive to the Board.
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12 Realty Income │ 2020 Proxy Statement
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Board of Directors and Corporate Governance
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Gerardo I. Lopez
Age: 60 Director Since: 2018 Committees: Compensation Independent: Yes |
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Experience
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Gerardo I. Lopez is currently an Operating Partner and Head of the Operating Group for Softbank Investment Advisers (December 2018-present). Prior to this role, Mr. Lopez was an Operating Partner at High Bluff Capital Partners, a private equity firm focused on investing in consumer-facing companies, and Executive Chairman of Quiznos, Inc. which is privately owned by High Bluff Capital Partners (June 2018 – December 2018). Previously, Mr. Lopez served as President and Chief Executive Officer of Extended Stay America, Inc. and its paired-share REIT, ESH Hospitality, Inc. (paired together as NYSE: STAY), the largest owner/operator of company-branded hotels in North America (2015-2017). Mr. Lopez also served as President and Chief Executive Officer of AMC Entertainment Holdings, Inc. (NYSE: AMC), the top global theater operator, where he led the reinvention of the customer theater experience (2009-2015). Prior to AMC, Mr. Lopez held various positions including Executive Vice President of Starbucks Coffee Company (NASDAQ: SBUX) and President of its Global Consumer Products, Seattle’s Best Coffee and Foodservice division (2004-2009), and President of the Handleman Entertainment Resources division of Handleman Company (2001-2004). Mr. Lopez has also held a variety of executive management positions with International Home Foods (1997-2000), PepsiCo, Inc. (NYSE: PEP) (1986-1996), and the Procter & Gamble Company (NYSE: PG) (1983-1986). Mr. Lopez currently serves on the board of directors of CBRE Group, Inc. (NYSE: CBRE) (2015-present), Newell Brands (NYSE: NWL) (2018-present) and OYO Hotels (2020-present).
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Qualifications
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Mr. Lopez brings extensive operational and leadership knowledge through serving as a senior executive at entertainment, hospitality, and consumer products companies. He has over 30 years of experience in marketing, sales and operations, and management of public and private companies, particularly across consumer-focused industries. Mr. Lopez adds real estate expertise and diverse board experience as an independent board member of private and public companies. The depth and breadth of his operational knowledge and leadership experience across various industries makes him a valuable contributor to our Board of Directors
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Realty Income │ 2020 Proxy Statement 13
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Board of Directors and Corporate Governance
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Michael D. McKee
Director Since: 1994 Non-Executive Chairman Since: 2012 Committees: Compensation and Nominating/Corporate Governance Independent: Yes |
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Experience
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Michael D. McKee is a Principal at The Contrarian Group (March 2018-present). Mr. McKee previously served as Executive Chairman of HCP, Inc. (NYSE: HCP) (May 2016-February 2018), Chief Executive Officer of Bentall Kennedy (U.S.), a registered real estate investment advisor (February 2010-April 2016), and was the Vice Chairman (1999-2008) and Chief Executive Officer (2007-2008) of The Irvine Company, a privately-held real estate investment company, as well as its Chief Operating Officer (2001-2007), Chief Financial Officer (1997-2001) and Executive Vice President (1994-1999). Prior to joining The Irvine Company, Mr. McKee was a partner in the law firm of Latham & Watkins (1986-1994). Through each of these positions, Mr. McKee has obtained extensive real estate experience and provides valuable insight and expertise to the Board and our senior management team. He has served on the board of directors of HCP, Inc. (NYSE: HCP) (1987-2018), Bentall Kennedy (U.S.) (2008-2012), First American Financial Corporation (NYSE: FAF) (2011-present), the Tiger Woods Foundation (2006-present), The Irvine Company (1998-2008) and Hoag Hospital Foundation (1999-2008).
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Qualifications
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Mr. McKee’s business and legal experience includes numerous acquisition and disposition transactions, as well as a variety of public and private offerings of equity and debt securities. Additionally, he has been exposed to various compliance issues as they relate to REITs. With his knowledge of the complex issues facing real estate companies today and his understanding of what makes businesses work effectively and efficiently, Mr. McKee provides valuable insight to our Board of Directors.
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Gregory T. McLaughlin
Director Since: 2007 Committees: Audit and Compensation Independent: Yes |
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Experience
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Gregory T. McLaughlin is the Chief Executive Officer of the PGA TOUR First Tee Foundation, a subsidiary of the PGA TOUR and World Golf Foundation (2018-present). Mr. McLaughlin was formerly President, PGA TOUR Champions and Executive Vice President with the PGA TOUR in Ponte Vedra Beach, Florida (2014-2018). Prior to joining the PGA TOUR, Mr. McLaughlin was President and Chief Executive Officer of TGR Live and Tiger Woods Foundation in Irvine, California (1999-2014); Vice President of Business Development of the Western Golf Association / Evans Scholars Foundation (1993-1999); and Vice President of Business Development of the Los Angeles Junior Chamber of Commerce (1988-1993).
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Qualifications
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With his diverse background, Mr. McLaughlin offers a unique perspective to the Board of Directors on a variety of business, finance and legal matters. His business and legal experience includes tax-exempt status and financing as well as business development, capital raising, and program development. Additionally, his leadership skills in managing a variety of different organizations brings financial reporting expertise, especially as it relates to audit and tax matters. His proven effectiveness working with complex issues makes him a valuable member of our Board of Directors.
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14 Realty Income │ 2020 Proxy Statement
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Board of Directors and Corporate Governance
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Ronald L. Merriman
Director Since: 2005 Committees: Audit (Chair) and Nominating/Corporate Governance Independent: Yes |
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Experience
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Ronald L. Merriman is a retired Vice Chairman and partner of KPMG LLP, a global accounting and consulting firm (1967-1997). At KPMG LLP, Mr. Merriman served as Vice Chairman of the Executive Management Committee. More recently, Mr. Merriman was the managing director of Merriman Partners, a management advisory firm (2003-2011). Prior to founding Merriman Partners, Mr. Merriman served as a managing director of O’Melveny & Myers law firm (2000-2003), Executive Vice President of Carlson Wagonlit Travel (1999-2000) and President of Ambassador Performance Group, Inc. (1997-1999). Mr. Merriman serves on the board of directors of Aircastle Limited (NYSE: AYR) (2006-present) and serves as the chairman of its audit committee (2006-present) and on the compensation committee (2012-present). Additionally, Mr. Merriman serves on the board of directors of nVent Electric plc (NYSE: NVT) (2018-present) and serves as the chairman of its audit and finance committee. Mr. Merriman served on the board of directors of Pentair, Plc, formerly Pentair, Ltd. (NYSE: PNR) (2005-2018), and was the chairman of its audit committee. Mr. Merriman formerly served on the board of directors of Haemonetics Corporation (NYSE: HAE) (2005-2017).
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Qualifications
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Mr. Merriman is an experienced financial leader with the skills necessary to lead our Audit Committee. Throughout his career, he has been exposed to various global issues involving accounting and auditing standards, business law and corporate ethics. His professional background and experience on other audit committees make him a valuable asset, both on our Board of Directors and as the Chair of our Audit Committee. Mr. Merriman’s positions have provided him with a wealth of knowledge in addressing financial and accounting matters. The depth and breadth of his exposure to complex global financial issues makes him a skilled member of the Board of Directors.
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Sumit Roy
Director Since: 2018 Committees: None Independent: No |
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Experience
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Mr. Roy has been our Chief Executive Officer since October 2018, and our President since November 2015. Mr. Roy served as Executive Vice President, Chief Operating Officer from October 2014 to October 2018, and as Chief Investment Officer from October 2013 to November 2015. Prior to that, Mr. Roy served as Executive Vice President, Acquisitions from March 2013 to October 2013, after being promoted from his prior role as Senior Vice President, Acquisitions from September 2011 to February 2013. Prior to joining us in September 2011, Mr. Roy was an Executive Director, Global Real Estate, Lodging & Leisure for UBS Investment Bank. Mr. Roy has also held positions at Merrill Lynch, and at Cap Gemini Ernst & Young LLP. Mr. Roy currently serves on the Advisory Board of Governors for the National Association of Real Estate Investment Trusts.
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Qualifications
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Mr. Roy brings a deep understanding of financial strategy, real estate, and REITs through his experience in the financial and real estate industries. Additionally, he provides insight regarding strategic planning and execution through his consulting and advisory experience. His extensive knowledge of the company’s investments and operations across all areas of the business makes him a valuable contributor to our Board of Directors.
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Realty Income │ 2020 Proxy Statement 15
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Board of Directors and Corporate Governance
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16 Realty Income │ 2020 Proxy Statement
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Board of Directors and Corporate Governance
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Realty Income │ 2020 Proxy Statement 17
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Board of Directors and Corporate Governance
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We have adopted a Code of Business Ethics that applies to our directors, officers, and other employees, and addresses items such as (i) our policy on political contributions, (ii) disclosures and financial reporting, and (iii) protection and use of company assets. The Board of Directors adopted the Code of Business Ethics to codify and formalize certain of our long-standing policies and principles that help ensure our business is conducted in accordance with the highest standards of ethical behavior. We conduct annual training with our employees regarding ethical behavior and require all employees to acknowledge the terms of, and abide by, our Code of Business
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Whistleblower Policy
Our Board of Directors oversees the company’s “whistleblower” policy, which outlines a procedure for all interested parties, including employees, to submit confidential complaints, concerns, unethical business practices, violations or suspected violations for any and all matters pertaining to accounting, internal control, or auditing. |
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Ethics. The full text of our Code of Business Ethics is available on our company’s website at www.realtyincome.com/investors/corporate-governance. We intend to disclose any future amendments to, or waivers of, certain provisions of our Code of Business Ethics applicable to our officers and directors on our website, within five business days following such amendment or waiver, or as otherwise required by the SEC or the NYSE.
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(i)
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a decision by the Audit Committee to effect an accounting restatement of previously published financial statements caused by material non-compliance by the company with any financial reporting requirement under the federal securities laws due to fraud, misconduct, negligence, or lack of sufficient oversight on the part of any named executive officer, and/or
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18 Realty Income │ 2020 Proxy Statement
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Board of Directors and Corporate Governance
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(ii)
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a decision by the Compensation Committee that one or more performance metrics used for determining previously paid compensation was incorrectly calculated and, if calculated correctly, would have resulted in a lower payment to one or more executive officers.
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Environmental, social, and governance considerations;
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Executive compensation;
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Board refreshment;
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Board composition and structure;
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Maryland bylaws; and
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Company culture
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Pursuant to action taken by the Board of Directors, the Nominating and Corporate Governance Committee maintains direct oversight of environmental, social and governance considerations as it relates to the company’s enterprise risk management program.
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The Board of Directors amended and restated the company’s Bylaws in February 2020 to permit stockholders to propose amendments to the company’s Bylaws.
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Realty Income │ 2020 Proxy Statement 19
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Board of Directors and Corporate Governance
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20 Realty Income │ 2020 Proxy Statement
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Board of Directors and Corporate Governance
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Business and professional background;
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Diversity in background, expertise, perspectives, and thought;
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History of leadership or contributions to other organizations;
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Functional skill set and expertise;
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General understanding of marketing, finance, accounting, corporate governance, federal securities and other relevant laws and regulations, international experience, and other elements relevant to the success of a publicly-traded company in today’s business environment;
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Experience as a member of the board of directors of another publicly-held company;
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Commitment to devoting the time and effort necessary to be a responsible and productive member of the Board of Directors; and
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Ability to perpetuate the success of the business and represent stakeholder interests through the exercise of sound business judgment.
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Realty Income │ 2020 Proxy Statement 21
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Board of Directors and Corporate Governance
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22 Realty Income │ 2020 Proxy Statement
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Board of Directors and Corporate Governance
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•
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The Audit Committee oversees our risk policies and processes relating to the financial statements and financial reporting procedures, as well as key credit risks, liquidity risks, cybersecurity risks, data privacy risks, market risks and compliance, and the guidelines, internal controls, policies and procedures for monitoring and mitigating those risks;
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The Compensation Committee monitors the risks associated with management resources and structure, including evaluating the effect the compensation structure may have on risk decisions; and
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The Nominating/Corporate Governance Committee oversees the risk related to our governance structure and processes and risks arising from related party transactions.
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Realty Income │ 2020 Proxy Statement 23
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Board of Directors and Corporate Governance
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Email:
Non-Executive Chairman of the Board of Directors c/o Corporate Secretary mpfeiffer@realtyincome.com |
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Mail:
Non-Executive Chairman of the Board of Directors c/o Corporate Secretary Realty Income Corporation 11995 El Camino Real San Diego, CA 92130 |
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24 Realty Income │ 2020 Proxy Statement
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POSITION HELD
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ANNUAL EQUITY
GRANT (IN SHARES)(1) |
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ANNUAL CASH
RETAINER |
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Board of Directors – Member (including Non-Executive Chair)
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4,000
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$25,000
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Board of Directors – Non-Executive Chair(2)
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—
|
| |
125,000
|
|
|
Audit Committee Chair
|
| |
—
|
| |
25,000
|
|
|
Compensation Committee Chair
|
| |
—
|
| |
25,000
|
|
|
Nominating/Corporate Governance Committee Chair
|
| |
—
|
| |
10,000
|
|
(1)
|
The value of the annual equity retainer is variable, based on the closing share price on the date of grant.
|
(2)
|
Effective July 16, 2019, the Board of Directors increased the annual cash retainer for the Board of Directors – Non-Executive Chair from $35,000 to $125,000. The prorated annual cash retainer for 2019 was $76,332.
|
|
NAME
|
| |
FEES EARNED OR
PAID IN CASH |
| |
STOCK
AWARDS(1) |
| |
ALL OTHER
COMPENSATION(2) |
| |
TOTAL
|
|
|
Kathleen R. Allen, Ph.D.(3)
|
| |
$25,000
|
| |
$276,040
|
| |
$—
|
| |
$301,040
|
|
|
A. Larry Chapman(3)
|
| |
25,000
|
| |
276,040
|
| |
—
|
| |
301,040
|
|
|
Reginald H. Gilyard(3)
|
| |
29,592
|
| |
276,040
|
| |
—
|
| |
305,632
|
|
|
Priya Cherian Huskins(3)
|
| |
50,000
|
| |
276,040
|
| |
—
|
| |
326,040
|
|
|
Christie B. Kelly(3)(4)
|
| |
2,853
|
| |
311,960
|
| |
—
|
| |
314,813
|
|
|
Gerardo I. Lopez(3)
|
| |
25,000
|
| |
276,040
|
| |
—
|
| |
301,040
|
|
|
Michael D. McKee(3)
|
| |
106,739
|
| |
276,040
|
| |
—
|
| |
382,779
|
|
|
Gregory T. McLaughlin(3)
|
| |
25,000
|
| |
276,040
|
| |
10,000
|
| |
311,040
|
|
|
Ronald L. Merriman(3)
|
| |
50,000
|
| |
276,040
|
| |
—
|
| |
326,040
|
|
|
Sumit Roy(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stephen E. Sterrett(6)
|
| |
9,272
|
| |
—
|
| |
—
|
| |
9,272
|
|
(1)
|
On May 14, 2019, the date of our 2019 Annual Meeting of Stockholders, each non-employee director at that time received 4,000 shares of restricted stock with a grant date fair value of $276,040 which is calculated by multiplying the 4,000 shares by the closing market price per share of our common stock on May 14, 2019 of $69.01, as prescribed by Accounting Standards Codification Topic 718. On November 20, 2019, upon election to the Board of Directors, Ms. Kelly received 4,000 shares of restricted stock with a grant date fair value of $311,960, which is calculated by multiplying the 4,000 shares by the closing market price per share of our common stock on November 20, 2019 of $77.99 per share. All of these restricted stock grants vest according to the vesting schedule described below under “Stock Awards for Directors” and include dividends paid from the date of grant.
|
(2)
|
Amount represents the annual retainer of $10,000 for serving as the director of Crest Net Lease, Inc. (“Crest”), a wholly-owned subsidiary of Realty Income.
|
(3)
|
As of December 31, 2019, the non-employee directors did not hold any stock options. Other than Messrs. Chapman, Gilyard, Lopez and Ms. Kelly, who held 8,001, 6,667, 6,667 and 4,000 shares of unvested restricted stock, respectively, the non-employee directors did not hold any shares of restricted stock.
|
(4)
|
Ms. Kelly was elected as a member of the Board on November 20, 2019.
|
(5)
|
Mr. Roy, our President, Chief Executive Officer and Director, did not receive any compensation for his services on our Board of Directors or as a director of Crest during 2019. His compensation is reflected as part of the “Summary Compensation Table” on page 47.
|
(6)
|
Mr. Sterrett was a member of the board until his term expired on May 14th, 2019, the date of the 2019 annual meeting.
|
Realty Income │ 2020 Proxy Statement 25
|
Director Compensation
|
|
YEARS OF SERVICE
|
| |
VESTING
|
|
|
< 6 years
|
| |
33.33% increments on each of the first three anniversaries of the grant date
|
|
|
6 years
|
| |
50% increments on each of the first two anniversaries of the grant date
|
|
|
7 years
|
| |
100% vested on the first anniversary of the grant date
|
|
|
≥ 8 years
|
| |
Immediately
|
|
26 Realty Income │ 2020 Proxy Statement
|
|
NAME AND CURRENT TITLE
|
| |
AGE
|
| |
BUSINESS EXPERIENCE
|
|
|
Sumit Roy
President and Chief Executive Officer |
| |
50
|
| |
Mr. Roy’s business experience is set forth in this Proxy Statement under “Director Nominees” on page 10.
|
|
|
Michael R. Pfeiffer
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
| |
59
|
| |
Mr. Pfeiffer has been our Executive Vice President, Chief Administrative Officer since February 2019, and our Executive Vice President, General Counsel and Secretary since May 2002. He joined us in 1990 and served as Corporate Counsel until 1995, when he was named General Counsel and Secretary. Mr. Pfeiffer left us in September 2001 and served as Executive Vice President and General Counsel for Westfield Corporation, Inc., a retail shopping mall owner, until May 2002, at which time he returned to us as Executive Vice President, General Counsel and Secretary. Prior to joining us, Mr. Pfeiffer was in private practice with a law firm specializing in real estate transactional law and served as associate counsel with First American Title Insurance Company. He is a licensed attorney and member of the State Bar of California and Florida. Mr. Pfeiffer is a licensed Real Estate Broker in California and holds the real estate officer license for us.
|
|
|
Neil M. Abraham
Executive Vice President, Chief Strategy Officer |
| |
49
|
| |
Mr. Abraham has been our Executive Vice President, Chief Strategy Officer since May 2018. He served as Executive Vice President, Chief Investment Officer from November 2015 to May 2018. Prior to that, he was our Senior Vice President, Investments, a position he held from April 2015 to November 2015. Prior to joining us, Mr. Abraham was a Portfolio Manager for equity and mortgage REITs at AllianceBernstein – Global Equities in New York (2007-2015). Prior to joining AllianceBernstein, he held positions as Associate Principal for McKinsey & Company, and Vice President, Fixed Income Derivatives at Salomon Brothers.
|
|
|
Mark E. Hagan
Executive Vice President, Chief Investment Officer |
| |
53
|
| |
Mr. Hagan has been our Executive Vice President, Chief Investment Officer since May 2018. Prior to joining us, Mr. Hagan served as Managing Director, Real Estate Investment Banking at RBC Capital Markets, LLC (2010-2018), Managing Director, Real Estate Investment Banking at Deutsche Bank Securities, Inc. (2005-2009), and Director, Real Estate Investment Banking at Merrill Lynch & Co., Inc. (1998-2005).
|
|
|
Benjamin N. Fox
Executive Vice President, Asset Management and Real Estate Operations |
| |
40
|
| |
Mr. Fox has been our Executive Vice President, Asset Management and Real Estate Operations since January 2018. He joined us in 2007 and served as Senior Vice President, Asset and Portfolio Management (2015-2017), Vice President, Asset Management (2013-2015), Vice President of Strategic Investments (2011-2013), and Acquisitions Director (2007-2011) before being promoted to his current position. Prior to joining us, Mr. Fox worked in investment banking at JPMorgan and in merchant banking at Cappello Capital.
|
|
|
Sean P. Nugent
Interim Principal Financial Officer and Treasurer |
| |
47
|
| |
Mr. Nugent has been serving as our interim Principal Financial Officer and Treasurer since January 2020. He has been our Senior Vice President, Controller since 2017. He joined us in 2006 and served as Accounting Manager before being promoted to Associate Vice President, Assistant Controller, in 2012 and to Vice President, Controller in 2014. Prior to joining us, Mr. Nugent worked in various accounting positions for a number of San Diego companies. Mr. Nugent is a licensed Certified Public Accountant in California.
|
|
Realty Income │ 2020 Proxy Statement 27
|
|
NAME
|
| |
CURRENT TITLE
|
|
|
Sumit Roy
|
| |
President and Chief Executive Officer
|
|
|
Paul M. Meurer(1)
|
| |
Former Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
Michael R. Pfeiffer
|
| |
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
|
|
|
Neil M. Abraham
|
| |
Executive Vice President, Chief Strategy Officer
|
|
|
Mark E. Hagan
|
| |
Executive Vice President, Chief Investment Officer
|
|
(1)
|
Mr. Meurer served as Executive Vice President, Chief Financial Officer and Treasurer through January 29, 2020, at which time he transitioned into his role as a senior advisor to the company. Mr. Meurer departed from the company on March 31, 2020.
|
✓
|
Align the interests of management with those of stakeholders;
|
✓
|
Link executive compensation to the company’s short-term and long-term performance; and
|
✓
|
Attract, motivate, and retain highly qualified executive officers through competitive compensation arrangements.
|
|
WHAT WE DO:
|
| |
WHAT WE DO NOT DO:
|
| ||||||
|
✓
|
| |
DO align pay to performance by linking a substantial portion of compensation to the achievement of predefined performance metrics that drive stockholder value creation
|
| |
X
|
| |
Do NOT allow for uncapped award opportunities
|
|
|
✓
|
| |
DO cap payouts for awards under our Short-Term Incentive Program (STIP) and our Long-Term Incentive Program (LTIP)
|
| |
X
|
| |
Do NOT provide any perquisites to our named executive officers
|
|
|
✓
|
| |
DO set meaningful and measurable performance goals at the beginning of the performance period and evaluate such performance over both an annual and multi-year period on a relative basis
|
| |
X
|
| |
Do NOT permit executive officers or directors to pledge or hedge our securities
|
|
|
✓
|
| |
DO maintain stock ownership requirements for our directors, CEO, and other named executive officers
|
| |
X
|
| |
Do NOT incentivize excessive risk taking
|
|
|
✓
|
| |
DO perform an annual compensation risk assessment to ensure our compensation programs and policies do not encourage excessive risk-taking behavior
|
| |
X
|
| |
Do NOT pay accrued dividends on performance shares unless and until they vest
|
|
|
✓
|
| |
DO allow for the Board to “clawback” incentive compensation in the event of certain financial restatements or incentive miscalculations
|
| |
X
|
| |
Do NOT provide our named executive officers with tax gross-ups on perquisites or other benefits
|
|
28 Realty Income │ 2020 Proxy Statement
|
Executive Compensation
|
|
WHAT WE DO:
|
| |
WHAT WE DO NOT DO:
|
| ||||||
|
✓
|
| |
DO employ the services of an independent compensation consultant that reports to the Compensation Committee of the Board of Directors
|
| |
X
|
| |
Do NOT provide for excise tax gross ups
|
|
|
✓
|
| |
DO grant performance-based equity, which is at-risk and not guaranteed
|
| |
X
|
| |
Do NOT provide supplemental or other retirement plans, other than a 401(k) plan
|
|
|
|
| |
|
| |
X
|
| |
Do NOT have employment contracts with our NEOs
|
|
|
Continued our disciplined acquisition strategy, targeting well-located, freestanding, single-tenant commercial properties at favorable risk-adjusted returns.
|
| ||||||
|
|
| ||||||
|
|
| |
✓
|
| |
We sourced $57 billion in real estate acquisition opportunities and remained selective in our investment strategy, acquiring $3.7 billion, representing 6.5% of the amount sourced.
|
|
|
|
| |
✓
|
| |
We successfully completed our first international real estate investments in the United Kingdom.
|
|
|
|
| |
✓
|
| |
We remained committed to diversifying our portfolio by tenant, industry, geography, and property type, while maintaining excellent credit quality in the portfolio. As of December 31, 2019, 49% of our annualized rental revenue was generated from investment-grade tenants, their subsidiaries or affiliated companies.
|
|
|
|
| ||||||
|
Actively managed our portfolio to further enhance stockholder value
|
| ||||||
|
|
| ||||||
|
|
| |
✓
|
| |
We achieved a strong year-end occupancy of 98.6%.
|
|
|
|
| |
✓
|
| |
We recaptured approximately 103% of expiring rent on properties released during the year.
|
|
|
|
| |
✓
|
| |
We disposed of approximately $109 million of non-strategic assets and redeployed that capital into properties that better fit our investment strategy.
|
|
|
|
| ||||||
|
Maintained a conservative balance sheet
|
| ||||||
|
|
| ||||||
|
|
| |
✓
|
| |
Our balance sheet remains strong with our Moody’s and S&P credit ratings at A3/A- with a stable outlook, respectively in 2019.
|
|
|
|
| |
✓
|
| |
We ended the year with a fixed charge coverage ratio of 5.0x, increasing our coverage by 60 basis points compared to last year.
|
|
Realty Income │ 2020 Proxy Statement 29
|
Executive Compensation
|
•
|
The Compensation Committee’s assessment of the alignment of our compensation program with our financial and operational objectives;
|
•
|
Retention and recognition of individual contribution towards our performance;
|
•
|
Recommendations provided by its independent consultant; and
|
•
|
A review of peer data.
|
✓
|
Evaluating the current compensation program design and guidelines for named executive officers and assisting in structuring a compensation program that meets the objectives outlined by the Compensation Committee;
|
✓
|
Providing peer information to assist the Compensation Committee in selecting the appropriate peer group;
|
✓
|
Benchmarking the compensation for the named executive officers against the appropriate peer group;
|
✓
|
Identifying the appropriate mix of compensation components, including base salary, annual incentives, and short-term and long-term incentive compensation to ensure proper incentive alignment;
|
✓
|
Discussing market-based incentive programs, including performance metrics and targets, within our peer group companies, and providing guidance and recommendations for modifications to program elements to ensure competitiveness; and
|
✓
|
Reviewing an overview of industry trends related to human capital across the entire real estate industry.
|
30 Realty Income │ 2020 Proxy Statement
|
Executive Compensation
|
|
2019 PEER GROUP
|
| |||
|
Avalon Bay Communities, Inc.
|
| |
National Retail Properties, Inc.*
|
|
|
Boston Properties, Inc.
|
| |
Spirit Realty Capital, Inc.*
|
|
|
Digital Realty Trust, Inc.
|
| |
The Macerich Company
|
|
|
Equinix, Inc.
|
| |
UDR, Inc.
|
|
|
Essex Property Trust, Inc.
|
| |
Ventas, Inc.
|
|
|
Federal Realty Investment Trust
|
| |
VEREIT, Inc.*
|
|
|
Healthpeak Properties, Inc.
|
| |
Vornado Realty Trust
|
|
|
Host Hotels & Resorts, Inc.
|
| |
W.P. Carey, Inc.*
|
|
|
Kimco Realty Corporation
|
| |
Welltower, Inc.
|
|
Realty Income │ 2020 Proxy Statement 31
|
Executive Compensation
|
(1)
|
As of December 31, 2018, the 2019 Peer Group had total market capitalization ranging from approximately $5.3 billion to $42.2 billion, placing us in the 67th percentile of our peer group. In terms of equity market capitalization, we were in the 72nd percentile of our peer group. Data sourced from S&P Global Market Intelligence as of December 31, 2018.
|
32 Realty Income │ 2020 Proxy Statement
|
Executive Compensation
|
|
ELEMENT
|
| |
OBJECTIVE SERVED
|
|
|
Base Salary
|
| |
Fixed base pay rewards performance of core job duties and recognizes individual achievements, contributions, and experience.
|
|
|
Short-term Incentive Program
|
| |
Variable cash compensation motivates each executive to achieve our short-term corporate operating and financial goals, rewards personal performance, aligns the interests of executives with stockholders, and facilitates executive retention.
|
|
|
Long-term Incentive Program
|
| |
Variable equity compensation motivates executives to achieve long-term financial goals, such as relative TSR, balance sheet strength, and consistency of our dividend.
|
|
|
Time-Based Restricted Shares
|
| |
Fixed equity compensation that vests over future periods fosters retention and aligns the named executive officers’ interest with the best interests of the company.
|
|
|
TOTAL TARGET DIRECT COMPENSATION
|
| ||||||
|
EXECUTIVE
|
| |
2018
|
| |
2019
|
|
|
Sumit Roy(1)
|
| |
$3,979,842
|
| |
$6,337,500
|
|
|
Paul M. Meurer
|
| |
2,500,000
|
| |
2,650,000
|
|
|
Michael R. Pfeiffer
|
| |
1,800,000
|
| |
2,100,000
|
|
|
Neil M. Abraham
|
| |
1,650,000
|
| |
1,850,000
|
|
|
Mark E. Hagan
|
| |
1,550,000
|
| |
1,750,000
|
|
|
Total
|
| |
$11,479,842
|
| |
$14,687,500
|
|
(1)
|
Mr. Roy was promoted to CEO effective October 2018. As a newly promoted CEO, his 2019 total target direct compensation fell below the median of our 2019 peer group.
|
Realty Income │ 2020 Proxy Statement 33
|
Executive Compensation
|
|
CEO ANNUAL CASH
|
| |
CEO ANNUAL EQUITY
|
| |
CEO TOTAL
|
| ||||||
|
ANNUAL
SALARY |
| |
T ARGET STIP
CASH AWARD |
| |
TARGET LTIP PERFORMANCE SHARES
|
| |
TIME-BASED
LTIP RESTRICTED SHARES |
| |
TOTAL TARGET
DIRECT COMPENSATION |
|
|
$850,000
|
| |
$1,487,500
|
| |
$3,000,000
|
| |
$1,000,000
|
| |
$6,337,500
|
|
34 Realty Income │ 2020 Proxy Statement
|
Executive Compensation
|
|
NAMED
EXECUTIVE |
| |
|
| |
SALARIES FOR FISCAL YEAR OFFICER
|
| |||
|
PRINCIPAL POSITION IN 2019
|
| |
2018
|
| |
2019
|
| |||
|
Sumit Roy(1)
|
| |
President, Chief Executive Officer
|
| |
$613,288
|
| |
$850,000
|
|
|
Paul M. Meurer
|
| |
Executive Vice President,
Chief Financial Officer and Treasurer |
| |
525,000
|
| |
550,000
|
|
|
Michael R. Pfeiffer(2)
|
| |
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
|
| |
450,000
|
| |
500,000
|
|
|
Neil M. Abraham
|
| |
Executive Vice President,
Chief Strategy Officer |
| |
385,000
|
| |
410,000
|
|
|
Mark E. Hagan
|
| |
Executive Vice President,
Chief Investment Officer |
| |
385,000
|
| |
410,000
|
|
(1)
|
In connection with Mr. Roy’s election as CEO, the Compensation Committee increased Mr. Roy’s annual base salary from $550,000 to $850,000, effective October 16, 2018. This table reflects his prorated annual base salary for 2018. Mr. Roy’s base salary remained unchanged in 2019.
|
(2)
|
Mr. Pfeiffer’s position was expanded to include Chief Administrative Officer on February 13, 2019.
|
Objective Company Performance Criteria – Weighted 70%
|
Individual Performance – Weighted 30%
|
✓
|
All of the compensation awarded under this program was at-risk.
|
✓
|
No compensation was awarded for below-threshold performance and maximum payouts were capped at 200% of target.
|
✓
|
Awards were paid entirely in the form of cash.
|
|
PERFORMANCE GOALS
|
| |
WEIGHTING
|
| |
THRESHOLD
50% |
| |
TARGET
100% |
| |
MAXIMUM
200% |
| |
2019
ACTUAL |
| |
2019 %
EARNED (2) |
|
|
AFFO per share(1)
|
| |
40%
|
| |
$3.23
|
| |
$3.28
|
| |
$3.32
|
| |
$3.32
|
| |
200%
|
|
|
Fixed charge coverage ratio
|
| |
20%
|
| |
3.9x
|
| |
4.2x
|
| |
4.5x
|
| |
5.0x
|
| |
200%
|
|
|
Portfolio occupancy
|
| |
10%
|
| |
96.75%
|
| |
98.00%
|
| |
98.40%
|
| |
98.60%
|
| |
200%
|
|
|
Total Weighted Payout Prior to Individual Performance
|
| |
|
| |
|
| |
|
| |
200%
|
|
(1)
|
AFFO per share is defined as Funds from Operations adjusted for unique revenue and expense items, which we believe are not as pertinent to the measurement of our ongoing operating performance, and is consistent with the presentation of AFFO in our public SEC filings. Please refer to Appendix A on page 68 for a reconciliation of AFFO to net income.
|
(2)
|
Performance in excess of maximum goals was capped at 200% of target for that measure.
|
Realty Income │ 2020 Proxy Statement 35
|
Executive Compensation
|
36 Realty Income │ 2020 Proxy Statement
|
Executive Compensation
|
✓
|
At the beginning of 2019, our Compensation Committee worked with the CEO to formulate his individual performance objectives for the year and reviewed with the CEO the performance objectives for the other named executive officers. Through this process, the individual performance objectives for our CEO and the other named executive officers are preset for the year. Performance objectives are defined and measurable, and the Compensation Committee assesses progress against the objectives throughout the year.
|
✓
|
In November 2019, the Compensation Committee reviewed each named executive officer’s individual performance objectives.
|
✓
|
The CEO evaluated each named executive officer’s performance, other than his own, and recommended to the Compensation Committee the percentages that should be earned under this individual performance component.
|
✓
|
The Compensation Committee engaged in a discussion with the CEO regarding his recommendations and his assessments and made the final determination regarding this metric.
|
✓
|
The Compensation Committee engaged in a review of the CEO’s performance as it relates to the company’s performance, as well as the state of our industry and market competitive practices, in determining the percentage that the CEO earned under his individual performance component.
|
Realty Income │ 2020 Proxy Statement 37
|
Executive Compensation
|
Sumit Roy - 175%
Mr. Roy actively engaged with stockholders and other constituencies to communicate the company’s results and evolved the strategic vision that included international expansion, $3.7 billion invested in real estate, $3.0 billion raised in capital, another year of strong portfolio occupancy, and achievement of general and administrative expenses as a percentage of rental revenue of 4.7%, the lowest amongst our peers in the net lease sector. Mr. Roy was essential to the company’s success via continual development of talent through his ongoing leadership development combined with the cultivation of an inclusive culture, which was evidenced by high employee engagement scores. The Compensation Committee determined that his performance well exceeded his objectives. |
Paul M. Meurer
In connection with the termination of his employment, the company agreed to pay Mr. Meurer an annual cash bonus for 2019 in the amount of $1,087,125, of which $150,525 was related to the individual component of the STIP. |
Michael R. Pfeiffer -175%
Mr. Pfeiffer’s objectives were centered on strategy, leadership and operations. In the area of strategy, Mr. Pfeiffer focused on international growth, optimizing our legal entity structure and creating diligence processes to mitigate potential risks. During the year he built the framework of a sustainability department, broadening the depth, structure and rigor relating to ESG topics. A key initiative for 2019 was to create a cross-departmental technology committee and an enterprise applications committee with a focus on bringing discipline to our technology processes and increase efficiencies throughout the company. In leadership, Mr. Pfeiffer positively promoted continued development of key employees within the legal, technology and internal audit areas and other employees within the organization. He developed an action plan to improve employee engagement between departments. He successfully provided oversight and legal expertise for the $3.7 billion of acquisitions closed during the year and approximately $3 billion of capital raised. He also continued to enhance the company’s risk management oversight. Based on the foregoing, the Compensation Committee determined that his performance well exceeded his objectives. |
Neil M. Abraham - 175%
Mr. Abraham focused on key initiatives including refreshing the company’s strategy, leading the company’s international expansion, enhancing employee engagement and developing leaders within his team. The work on company strategy looked at how to accelerate growth without changing the company’s risk profile. Launching the international platform was the first of a number of avenues the company decided to pursue, while others are in various stages of development. The strategy initiative highlighted the continued importance of developing talent and adding new organizational competencies. This includes focusing and adding internal resources for high value work and outsourcing routine activities to cost-effective providers. As part of developing talent, Mr. Abraham continues to focus on employee engagement through an action plan designed to improve communication, transparency and commitment. In addition, leadership development remains one Mr. Abraham’s highest priorities both for talent development and succession planning. The Compensation Committee determined that his performance well-exceeded his objectives. |
Mark E. Hagan - 150%
Mr. Hagan successfully executed our investment strategy in 2019, driving the acquisition of approximately $3.7 billion of high-quality real estate properties at attractive yields. This level of property acquisitions, which is the highest in the company’s history, was achieved while remaining selective and disciplined with our investment strategy, acquiring just 6.5% of the $57 billion of acquisition opportunities sourced. Mr. Hagan led the execution of the company’s $1.25 billion portfolio transaction with CIM Real Estate Finance Trust, and he was instrumental in executing the company’s first international acquisition, a $549 million transaction with Sainsbury’s, a top grocer in the United Kingdom. He also continued to enhance the acquisition department’s sourcing, underwriting and execution capabilities and efficiency. The Compensation Committee determined that his performance exceeded his objectives. |
38 Realty Income │ 2020 Proxy Statement
|
Executive Compensation
|
|
|
| |
INCENTIVE OPPORTUNITY
|
| |
EARNED INCENTIVE COMPENSATION
|
| ||||||
|
NAMED
EXECUTIVE OFFICER |
| |
TARGET
ANNUAL INCENTIVE(1) |
| |
MAXIMUM
ANNUAL INCENTIVE(1) |
| |
PERCENTAGE
OF MAXIMUM EARNED(2) |
| |
ACTUAL 2019
INCENTIVE EARNED |
|
|
Sumit Roy
|
| |
$1,487,500
|
| |
$2,975,000
|
| |
96.3%
|
| |
$2,863,438
|
|
|
Paul M. Meurer
|
| |
669,000
|
| |
1,338,000
|
| |
81.3%
|
| |
1,087,125
|
|
|
Michael R. Pfeiffer
|
| |
508,000
|
| |
1,016,000
|
| |
96.3%
|
| |
977,900
|
|
|
Neil M. Abraham
|
| |
422,500
|
| |
845,000
|
| |
96.3%
|
| |
813,313
|
|
|
Mark E. Hagan
|
| |
395,000
|
| |
790,000
|
| |
92.5%
|
| |
730,750
|
|
(1)
|
The maximum annual incentive is equal to 200% of target, and threshold annual incentive is equal to 50% of target. No compensation is awarded for below-threshold performance.
|
(2)
|
Captures the weighted average percentage achieved based on the company performance criteria and the individual performance criteria.
|
Relative TSR Performance – Weighted 71%
Debt-to-Adjusted EBITDAre Ratio – Weighted 13% Dividend per Share Growth Rate – Weighted 16% |
✓
|
Long-term performance shares were awarded in February 2019 and will be earned based on our performance over the three-year period from January 2019 to December 2021.
|
✓
|
No compensation is awarded for below-threshold performance and maximum goals are capped at 200% of target.
|
✓
|
50% of the performance shares earned based on the achievement of the performance goals during the 2019-2021 performance period will vest on January 1, 2022, and the remaining 50% will vest on January 1, 2023, subject to continued service with the company. Performance shares not earned as a result of the failure to achieve the applicable performance goals will be forfeited.
|
✓
|
The performance shares provide for a cash payment following vesting equal to the aggregate cash dividends that would have been paid on the total number of performance shares earned, if any, as if the shares had been outstanding from January 1, 2019 through the date on which the shares are issued.
|
|
PERFORMANCE GOALS
|
| |
WEIGHTING
|
| |
THRESHOLD
50%(1) |
| |
TARGET
100% |
| |
MAXIMUM
200%(1) |
|
|
TSR ranking relative to MSCI US REIT Index(2)
|
| |
45%
|
| |
35th Percentile
|
| |
55th Percentile
|
| |
80th Percentile
(or greater) |
|
|
TSR ranking relative to J.P. Morgan Net Lease Peer Group(2)
|
| |
26%
|
| |
35th Percentile
|
| |
55th Percentile
|
| |
80th Percentile
(or greater) |
|
|
Dividend per share Growth Rate
|
| |
16%
|
| |
2.0%
|
| |
6.0%
|
| |
10.0%
|
|
|
Debt-to-Adjusted EBITDAre Ratio(3)
|
| |
13%
|
| |
6.1x
|
| |
5.75x
|
| |
5.5x
(or less) |
|
(1)
|
The maximum number of performance shares earned is equal to 200% of target, and threshold annual incentive is equal to 50% of target, with linear interpolation between threshold and maximum. No shares are earned for below-threshold performance.
|
(2)
|
TSR is calculated by comparing the trailing 20-trading-day average stock price at the end of the performance period, assuming contemporaneous reinvestment of dividends, to the closing stock price on December 31, 2019.
|
Realty Income │ 2020 Proxy Statement 39
|
Executive Compensation
|
(3)
|
The National Association of Real Estate Investment Trust (Nareit) came to the conclusion that a Nareit-defined EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDAre) would provide investors with a consistent measure to help make investment decisions among REITs. Our definition of “Adjusted EBITDAre” is generally consistent with the Nareit definition, other than our adjustment to remove foreign currency and derivative gains and losses, as described below (which is consistent with our previous calculations of "Adjusted EBITDAre"). We define Adjusted EBITDAre, a non-GAAP financial measure, for the most recent quarter, as earnings (net income) before (i) interest expense, including non-cash loss (gain) on swaps, (ii) income and franchise taxes, (iii) real estate depreciation and amortization, (iv) impairment losses, (v) gain on sales of real estate, and (vi) foreign currency and derivative gains, net. Our Adjusted EBITDAre may not be comparable to Adjusted EBITDAre reported by other companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDAre differently than we do. Our ratio of debt-to-Adjusted EBITDAre, which is used by management as a measure of leverage, is calculated as total debt per the consolidated balance sheet debt divided by annualized quarterly Adjusted EBITDAre.
|
40 Realty Income │ 2020 Proxy Statement
|
Executive Compensation
|
|
NAMED EXECUTIVE OFFICER
|
| |
PERFORMANCE SHARE
TARGET DOLLAR VALUE |
| |
PERFORMANCE SHARES
GRANTED AT TARGET(1) |
|
|
Sumit Roy
|
| |
$3,000,000
|
| |
50,847
|
|
|
Paul M. Meurer
|
| |
1,073,250
|
| |
18,191
|
|
|
Michael R. Pfeiffer
|
| |
819,000
|
| |
13,881
|
|
|
Neil M. Abraham
|
| |
763,125
|
| |
12,934
|
|
|
Mark E. Hagan
|
| |
708,750
|
| |
12,013
|
|
(1)
|
The number of performance shares granted at target value reflect the grant date fair value of $61.30 per share (excluding the dividend equivalent rights), using a multifactor Monte Carlo simulation model for the market conditions associated with the TSR performance goals, valued at $40.91 per share, plus $20.39 per share for the two performance conditions of debt-to-Adjusted EBITDAre ratio and dividend growth rate.
|
|
NAMED EXECUTIVE OFFICER
|
| |
RESTRICTED SHARE
DOLLAR VALUE |
| |
TIME-BASED RESTRICTED
SHARES GRANTED(1) |
|
|
Sumit Roy
|
| |
$1,000,000
|
| |
12,692
|
|
|
Paul M. Meurer
|
| |
357,750
|
| |
4,541
|
|
|
Michael R. Pfeiffer(2)
|
| |
273,000
|
| |
3,465
|
|
|
Neil M. Abraham
|
| |
254,375
|
| |
3,229
|
|
|
Mark E. Hagan
|
| |
236,250
|
| |
2,998
|
|
(1)
|
Time-based restricted shares reflect the actual number of shares that were granted by the Compensation Committee on February 13, 2020 for all NEOs. The number of time-based restricted shares was calculated by dividing the dollar value authorized by the Compensation Committee by the closing price per share of our common stock on the date of grant, February 13, 2020, of $78.79, and rounded to the nearest whole number.
|
(2)
|
Given that Mr. Pfeiffer is retirement eligible prior to the final vesting date of shares granted, he was granted restricted share units (RSUs) instead of restricted shares in order to preserve the deferral of his income taxation until the issuance of the shares to him upon vesting.
|
Realty Income │ 2020 Proxy Statement 41
|
Executive Compensation
|
|
PERFORMANCE GOALS
|
| |
WEIGHTING
|
| |
THRESHOLD
50% |
| |
TARGET
100% |
| |
MAXIMUM
200% |
| |
2019
ACTUAL |
| |
%
EARNED |
|
|
TSR ranking relative to
MSCI US REIT Index |
| |
45%
|
| |
35th
Percentile |
| |
55th
Percentile |
| |
80th Percentile
(or greater) |
| |
75th
Percentile |
| |
179.2%
|
|
|
TSR ranking relative to
J.P. Morgan Net Lease Peer Group |
| |
26%
|
| |
35th
Percentile |
| |
55th
Percentile |
| |
80th Percentile
(or greater) |
| |
55th
Percentile |
| |
98.8%(1)
|
|
|
Debt-to-EBITDA Ratio
|
| |
13%
|
| |
6.3x
|
| |
6.0x
|
| |
5.5x
(or less) |
| |
5.5x
|
| |
200%
|
|
|
Dividend Per Share Growth Rate
|
| |
16%
|
| |
2%
|
| |
6%
|
| |
12%
|
| |
13.3%
|
| |
200%
|
|
|
Total Weighted Payout
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
164.6%
|
|
(1)
|
Actual earned payoff of 98.8% was slightly lower than target of 100% due to rounding.
|
|
NAMED EXECUTIVE OFFICER
|
| |
TARGET PERFORMANCE
SHARES GRANTED |
| |
PERFORMANCE
SHARES EARNED |
|
|
Sumit Roy
|
| |
24,955
|
| |
41,079
|
|
|
Paul M. Meurer
|
| |
13,872
|
| |
22,835
|
|
|
Michael R. Pfeiffer
|
| |
9,982
|
| |
16,431
|
|
|
Neil M. Abraham
|
| |
9,982
|
| |
16,431
|
|
42 Realty Income │ 2020 Proxy Statement
|
Executive Compensation
|
|
NAMED EXECUTIVE OFFICER
|
| |
2020 BASE
SALARY |
| |
2020 TARGET
STIP(1) |
| |
2020 TARGET
LTIP(2) |
| |
2020 TOTAL TARGET
COMPENSATION |
|
|
Sumit Roy
|
| |
$900,000
|
| |
$1,600,000
|
| |
$5,000,000
|
| |
$7,500,000
|
|
|
Michael R. Pfeiffer
|
| |
515,000
|
| |
517,000
|
| |
1,118,000
|
| |
2,150,000
|
|
|
Neil M. Abraham
|
| |
475,000
|
| |
427,000
|
| |
1,148,000
|
| |
2,050,000
|
|
|
Mark E. Hagan
|
| |
430,000
|
| |
425,000
|
| |
1,045,000
|
| |
1,900,000
|
|
(1)
|
The 2020 STIP will be awarded entirely in cash.
|
(2)
|
The 2020 LTIP consists of awards of performance shares and time-vesting restricted stock or RSUs. Approximately 75% of the NEOs’ 2020 LTIP opportunity is in the form of performance shares and 25% is in the form of time-vesting restricted stock or RSUs.
|
|
PERFORMANCE GOALS
|
| |
WEIGHTING
|
| |
THRESHOLD
50% |
| |
TARGET
100% |
| |
MAXIMUM
200% |
|
|
TSR ranking relative to
MSCI US REIT Index |
| |
70%
|
| |
35th Percentile
|
| |
55th Percentile
|
| |
80th Percentile
(or greater) |
|
|
Dividend per share Growth Rate
|
| |
15%
|
| |
2.0%
|
| |
6.0%
|
| |
9.0%
|
|
|
Net Debt-to-Adjusted EBITDAre Ratio
|
| |
15%
|
| |
6.1x
|
| |
5.75x
|
| |
5.5x
(or less) |
|
Realty Income │ 2020 Proxy Statement 43
|
Executive Compensation
|
+
|
Add: Alexandria Real Estate Equities, Inc., Equity Residential, Public Storage, and Simon Property Group, Inc.
|
─
|
Remove: Equinix, Inc., Federal Realty Investment Trust, National Retail Properties, Inc., Spirit Realty Capital, Inc., The Macerich Company, and UDR, Inc.
|
✓
|
Qualifying Termination
|
✓
|
Change in Control Termination
|
✓
|
Death
|
✓
|
Disability
|
44 Realty Income │ 2020 Proxy Statement
|
Executive Compensation
|
|
NAMED EXECUTIVE OFFICER
|
| |
GUIDELINE
|
| |
MINIMUM STOCK
OWNERSHIP REQUIREMENT(1) |
| |
STOCK OWNERSHIP
AS OF DECEMBER 31, 2019(2) |
|
|
Sumit Roy
|
| |
5x base salary
|
| |
74,205
|
| |
106,973
|
|
|
Paul M. Meurer
|
| |
3x base salary
|
| |
26,448
|
| |
29,979
|
|
|
Michael R. Pfeiffer
|
| |
3x base salary
|
| |
26,448
|
| |
28,670
|
|
|
Neil M. Abraham
|
| |
3x base salary
|
| |
18,817
|
| |
23,245
|
|
|
Mark E. Hagan
|
| |
3x base salary
|
| |
22,619
|
| |
9,115
|
|
(1)
|
The requirement for each NEO was determined first in dollars as a multiple of the executive’s annual base salary as of the date he became subject to this requirement, and then by converting such amount to a fixed number of shares based on the company’s average closing common stock price per share for the 60 trading days prior to such date. An executive’s stock ownership requirement will only be re-established upon a change to a different executive position.
|
(2)
|
As of December 31, 2019, all of our named executive officers satisfied their ownership requirements, except for Mr. Hagan, who became subject to the requirements on May 21, 2018 and has until May 21, 2023 to achieve the requirement.
|
Realty Income │ 2020 Proxy Statement 45
|
|
46 Realty Income │ 2020 Proxy Statement
|
|
NAME AND PRINCIPAL
POSITION IN 2019 |
| |
YEAR
|
| |
SALARY(1)
|
| |
STOCK
AWARDS(2)(3) |
| |
NON-EQUITY
INCENTIVE PLAN COMPENSATION(4) |
| |
ALL OTHER
COMPENSATION(5) |
| |
TOTAL
|
|
|
Sumit Roy
President, Chief Executive Officer |
| |
2019
|
| |
$850,000
|
| |
$3,631,122
|
| |
$2,863,438
|
| |
$169,801
|
| |
$7,514,361
|
|
|
2018
|
| |
613,288
|
| |
4,351,917
|
| |
1,892,799
|
| |
152,015
|
| |
7,010,019
|
| |||
|
2017
|
| |
550,000
|
| |
2,666,419
|
| |
1,449,643
|
| |
68,786
|
| |
4,734,848
|
| |||
|
Paul M. Meurer
Executive Vice President, Chief Financial Officer and Treasurer |
| |
2019
|
| |
550,000
|
| |
1,408,079
|
| |
1,087,125
|
| |
133,773
|
| |
3,178,977
|
|
|
2018
|
| |
525,000
|
| |
1,333,261
|
| |
1,082,813
|
| |
137,349
|
| |
3,078,423
|
| |||
|
2017
|
| |
475,000
|
| |
1,550,480
|
| |
954,241
|
| |
67,082
|
| |
3,046,803
|
| |||
|
Michael R. Pfeiffer(6)
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
| |
2019
|
| |
500,000
|
| |
1,039,727
|
| |
977,900
|
| |
108,691
|
| |
2,626,318
|
|
|
2018
|
| |
450,000
|
| |
879,062
|
| |
900,000
|
| |
117,518
|
| |
2,346,580
|
| |||
|
2017
|
| |
450,000
|
| |
1,060,783
|
| |
655,714
|
| |
60,960
|
| |
2,227,457
|
| |||
|
Neil M. Abraham
Executive Vice President, Chief Strategy Officer |
| |
2019
|
| |
410,000
|
| |
988,353
|
| |
813,313
|
| |
45,010
|
| |
2,256,676
|
|
|
2018
|
| |
385,000
|
| |
903,403
|
| |
635,250
|
| |
9,240
|
| |
1,932,893
|
| |||
|
2017
|
| |
375,000
|
| |
1,006,242
|
| |
546,429
|
| |
9,090
|
| |
1,936,761
|
| |||
|
Mark E. Hagan(7)
Executive Vice President, Chief Investment Officer |
| |
2019
|
| |
410,000
|
| |
909,664
|
| |
730,750
|
| |
9,918
|
| |
2,060,332
|
|
|
2018
|
| |
237,910
|
| |
1,030,438
|
| |
606,375
|
| |
37,237
|
| |
1,911,960
|
|
(1)
|
The amounts shown include amounts earned, but a portion of such amount may be deferred, at the election of the officers under our 401(k) retirement plan.
|
(2)
|
For 2019, the amounts shown represent the grant date fair value of restricted stock grants on February 13, 2019 under our annual time-based restricted stock program and the grant date fair value of performance share grants on February 13, 2019, in each case, calculated in accordance with Accounting Standards Codification (ASC) Topic 718. Fair value of restricted stock grants is calculated by multiplying the applicable shares by the closing market price of our common stock on the date of grant. Fair value for performance shares was estimated in accordance with ASC Topic 718 on the date of grant at $61.30 per share, using a multifactor Monte Carlo simulation model, based on two market conditions associated with TSR performance goals, valued at $40.91 per share, plus $20.39 per share for the two performance conditions of debt-to-Adjusted EBITDAre ratio and dividend growth rate, which reflect the probable outcome of such performance conditions. This column excludes the value of $5.34 per share determined for the Dividend Equivalent Rights (DERs), associated with the market conditions. The Monte Carlo inputs for the 2019 performance shares grant date fair value include: (i) an expected life of 2.9 years, based on the remaining term as of the grant date; (ii) a risk-free rate of 2.5%, based on the yield on zero-coupon U.S. Treasury securities with a term equal to the expected life of the performance shares; (iii) a dividend yield of 4.2% for Realty Income, based on historical and current yields of the company; and (iv) a volatility of 17% for Realty Income, based on the historical volatility of the company’s common stock and the volatility implied by the prices of publicly traded options on the company’s common stock. The maximum grant date fair values of the performance shares, assuming maximum performance of all conditions and employing the $61.30 per share valuation for the February 13, 2019 grants are as follows:
|
|
NAMED EXECUTIVE OFFICER
|
| |
GRANT DATE
FAIR VALUE |
| |
MAXIMUM
VALUE |
|
|
Sumit Roy
|
| |
$3,116,678
|
| |
$6,233,356
|
|
|
Paul M. Meurer
|
| |
1,115,023
|
| |
2,230,046
|
|
|
Michael R. Pfeiffer
|
| |
850,838
|
| |
1,701,676
|
|
|
Neil M. Abraham
|
| |
792,797
|
| |
1,585,594
|
|
|
Mark E. Hagan
|
| |
736,331
|
| |
1,472,662
|
|
(3)
|
The stock awards shown reflect the grants of restricted stock during each of the fiscal years presented. Because we believe that the information is relevant to our investors, we have chosen to present supplemental disclosure regarding the grant of restricted stock on February 13, 2020, which represents the restricted share awards earned by each of the named executive officers, including the restricted share units earned by Mr. Pfeiffer, based on 2019 performance under our annual time-based restricted stock program. See footnote 3 to the “Grants of Plan-Based Awards Table.”
|
Realty Income │ 2020 Proxy Statement 47
|
Compensation Tables
|
(4)
|
This column represents the cash incentive award earned in the year indicated pursuant to our STIP, which is paid the following year. The amounts earned under the 2019, 2018 and 2017 STIP were paid entirely in the form of cash. See “Compensation Discussion and Analysis—Short-Term Incentive Program” on page 35 for more information.
|
(5)
|
The following table sets forth matching contributions by us to the named executive officers’ 401(k) savings account, the cost of term life insurance paid by us in 2019, and dividends paid on earned performance shares.
|
|
NAMED
EXECUTIVE OFFICER |
| |
401(k) MATCHING
CONTRIBUTIONS |
| |
GROUP TERM LIFE
INSURANCE PAYMENTS |
| |
DIVIDENDS ON EARNED
PERFORMANCE SHARES |
|
|
Sumit Roy
|
| |
$8,400
|
| |
$1,518
|
| |
$159,883
|
|
|
Paul M. Meurer
|
| |
8,400
|
| |
1,518
|
| |
123,855
|
|
|
Michael R. Pfeiffer
|
| |
8,400
|
| |
2,838
|
| |
97,453
|
|
|
Neil M. Abraham
|
| |
8,400
|
| |
990
|
| |
35,620
|
|
|
Mark E. Hagan
|
| |
8,400
|
| |
1,518
|
| |
—
|
|
(6)
|
Mr. Pfeiffer was promoted to Chief Administrative Officer effective February 13, 2019.
|
(7)
|
Mr. Hagan became our Executive Vice President, Chief Investment Officer in May 2018, accordingly, we are only presenting compensation for 2019 and 2018.
|
48 Realty Income │ 2020 Proxy Statement
|
Compensation Tables
|
|
NEO
|
| |
GRANT
DATE |
| |
ESTIMATED FUTURE PAYOUTS
UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) |
| |
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN AWARDS(2) |
| |
ALL OTHER STOCK
AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) |
| |
GRANT DATE
FAIR VALUE OF STOCK AND OPTION AWARDS(4)(5) |
| ||||||||||||
|
THRESHOLD
|
| |
TARGET
|
| |
MAXIMUM
|
| |
THRESHOLD
|
| |
TARGET
|
| |
MAXIMUM
|
| ||||||||||||
|
Sumit Roy
|
| |
2/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
7,394
|
| |
$514,444
|
|
|
2/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
25,424
|
| |
50,847
|
| |
101,694
|
| |
—
|
| |
3,116,678
|
| |||
|
|
| |
$743,750
|
| |
$1,487,500
|
| |
$2,975,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Paul M. Meurer
|
| |
2/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,212
|
| |
293,056
|
|
|
2/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
9,096
|
| |
18,191
|
| |
36,382
|
| |
—
|
| |
1,115,023
|
| |||
|
|
| |
334,500
|
| |
669,000
|
| |
1,338,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Michael R. Pfeiffer
|
| |
2/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,715
|
| |
188,889
|
|
|
2/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
6,941
|
| |
13,881
|
| |
27,762
|
| |
—
|
| |
850,838
|
| |||
|
|
| |
254,000
|
| |
508,000
|
| |
1,016,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Neil M. Abraham
|
| |
2/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,811
|
| |
195,556
|
|
|
2/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
6,467
|
| |
12,934
|
| |
25,868
|
| |
—
|
| |
792,797
|
| |||
|
|
| |
211,250
|
| |
422,500
|
| |
845,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Mark E. Hagan
|
| |
2/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,491
|
| |
173,333
|
|
|
2/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
6,007
|
| |
12,013
|
| |
24,026
|
| |
—
|
| |
736,331
|
| |||
|
|
| |
197,500
|
| |
395,000
|
| |
790,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
These columns represent cash incentive amounts that could have been paid to the named executive officers under the STIP for 2019 performance. These targets were established by the Compensation Committee on February 13, 2019. Total amounts earned under the STIP are paid entirely in the form of cash. The STIP is described in more detail in the “Compensation Discussion and Analysis—Short-Term Incentive Program” on page 35. The actual cash paid in February 2020 for performance in 2019 are listed under 2019 in the “Summary Compensation Table” on page 47 as “Non-Equity Incentive Plan Compensation.”
|
(2)
|
Amounts shown as granted on February 13, 2019 reflect the Threshold, Target, and Maximum awards for the 2019-2021 performance shares granted under the LTIP and our 2012 Incentive Award Plan, which are described in detail in the “Compensation Discussion and Analysis—Long-Term Incentive Program” beginning on page 39. Threshold reflects 50% of the target performance shares granted, and maximum reflects 200% of the target performance shares granted. Each performance share earned vests 50% at the end of the applicable performance period and 50% one year later.
|
(3)
|
The February 13, 2019 stock awards shown in the first row of this column reflect the annual grants of time-based restricted stock made in February 2019, at a price of $69.58 per share, based on 2018 performance. Because we believe that the information is relevant to our investors, we have chosen to present supplemental disclosure regarding the grants of restricted stock on February 13, 2020, representing the annual grants of time-based restricted stock intended as 2019 compensation and granted in February 2020. Thus, the following chart reflects all grants made as compensation for 2019 performance:
|
|
NAMED EXECUTIVE
OFFICER |
| |
TIME-BASED
RESTRICTED SHARES GRANTED UNDER 2019 LTIP(a) |
| |
PERFORMANCE
SHARES GRANTED UNDER 2019 LTIP |
| |
TOTAL STOCK AWARD
COMPENSATION FOR 2019 PERFORMANCE |
| |
TOTAL 2019 STOCK
AWARD COMPENSATION PRESENTED IN SUMMARY COMPENSATION TABLE |
|
|
Sumit Roy
|
| |
$1,000,000
|
| |
$3,116,678
|
| |
$4,116,678
|
| |
$3,631,122
|
|
|
Paul M. Meurer
|
| |
357,750
|
| |
1,115,023
|
| |
1,472,773
|
| |
1,408,079
|
|
|
Michael R. Pfeiffer(b)
|
| |
273,000
|
| |
850,838
|
| |
1,123,838
|
| |
1,039,727
|
|
|
Neil M. Abraham
|
| |
254,375
|
| |
792,797
|
| |
1,047,172
|
| |
988,353
|
|
|
Mark E. Hagan
|
| |
236,250
|
| |
736,331
|
| |
972,581
|
| |
909,664
|
|
(a)
|
The grant date fair value of restricted stock has been calculated by multiplying the closing market price of our common stock at February 13, 2020 of $78.79 by the number of shares of restricted stock awarded in February 2020 for 2019 performance, as prescribed under ASC Topic 718.
|
(b)
|
Given that Mr. Pfeiffer is retirement eligible prior to the final vesting date of shares granted, he was granted RSUs instead of restricted shares in order to preserve the deferral of his income taxation until the issuance of the shares to him upon vesting.
|
(4)
|
For restricted stock granted on February 13, 2019, the grant date fair value has been calculated by multiplying the closing market price of our common stock on the grant date of $69.58 per share by the number of restricted stock awards. Fair value for performance
|
Realty Income │ 2020 Proxy Statement 49
|
Compensation Tables
|
(5)
|
The Compensation Committee grants restricted stock awards in accordance with the provisions of our 2012 Incentive Award Plan. The vesting schedule for restricted stock granted is 25% per year over a four-year period, commencing on January 1 of the year following the grant, subject to acceleration upon certain events, such as retirement, and qualifying terminations.
|
|
|
| |
STOCK AWARDS
|
| |||||||||
|
NAMED
EXECUTIVE OFFICER |
| |
NUMBER OF SHARES OR
UNITS OF STOCK THAT HAVE NOT VESTED AS OF DECEMBER 31, 2019(1) |
| |
MARKET VALUE OF
SHARES OR UNITS OF STOCK THAT HAVE NOT YET VESTED(2) |
| |
EQUITY INCENTIVE
PLAN AWARDS: NUMBER OF UNEARNED SHARES THAT HAVE NOT VESTED(3) |
| |
EQUITY INCENTIVE
PLAN AWARDS: MARKET VALUE OF UNEARNED SHARES THAT HAVE NOT VESTED(2)(3) |
|
|
Sumit Roy(4)
|
| |
86,678
|
| |
$6,382,101
|
| |
171,913
|
| |
$12,657,954
|
|
|
Paul M. Meurer(5)
|
| |
27,199
|
| |
2,002,662
|
| |
86,590
|
| |
6,375,622
|
|
|
Michael R. Pfeiffer(6)
|
| |
19,116
|
| |
1,407,511
|
| |
59,681
|
| |
4,394,312
|
|
|
Neil M. Abraham(7)
|
| |
16,527
|
| |
1,216,883
|
| |
59,770
|
| |
4,400,865
|
|
|
Mark E. Hagan(8)
|
| |
8,227
|
| |
605,754
|
| |
37,751
|
| |
2,779,606
|
|
(1)
|
The amounts in this column represent the portion of restricted stock awards and units that were granted from 1/15/15 through 12/31/19 to the named executive officers and that were unvested at 12/31/19, and the unvested performance shares and units earned for the 2016-2018 performance period that remained subject to service vesting conditions. In February 2019, the Compensation Committee certified the achievement for the 2016-2018 performance shares that were granted in January 2016 based on our performance relative to the metrics during the three-year performance period.
|
(2)
|
Market value has been calculated by multiplying the closing market price of our common stock at 12/31/19 of $73.63 per share by the outstanding shares of restricted stock awards for each named executive officer.
|
(3)
|
This column represents unvested performance shares and units earned for the 2017-2019 performance period based on actual performance. In February 2020, the Compensation Committee certified the achievement for the 2017-2019 performance shares that were granted in February 2017, based on our performance relative to the metrics during the three-year performance period. This column also includes the performance shares as if they were earned at the maximum level for the 2018-2020 performance period, since company performance is currently between threshold and maximum levels for this performance period. The performance shares for the 2019-2021 performance period represent shares earned at the target level since company performance is between threshold and target levels for this performance period. The number of performance shares earned for these open performance periods will be determined at the end of each performance period, and will vest in 50% increments on the first and second January after the three-year performance periods.
|
(4)
|
The restricted stock awards for Mr. Roy vest according to the following schedule: 19,086 shares vested on 1/1/20, 2,303 shares vest on 11/10/20, 15,068 shares vest on 1/1/21, 17,376 shares vest on 10/16/21, 4,211 shares vest on 1/1/22, 17,376 shares vest on 10/16/22, and 1,849 shares vest on 1/1/23. The 9,409 unvested performance shares earned for the 2016-2018 performance period vested on 1/1/20.
|
(5)
|
Of the 20,314 restricted stock awards outstanding for Mr. Meurer, 8,935 shares vested on 1/1/20. The 6,885 unvested performance shares earned for the 2016-2018 performance period also vested on 1/1/20. In accordance with the Realty Income Corporation Executive Severance Plan (the “Severance Plan”), each remaining outstanding company equity-based award held by Mr. Meurer that is subject to time-based vesting will vest in full on March 31, 2020, the date of his termination of employment. In addition, the company will grant him his annual 2019 equity grant with a fair value of $357,750 divided by the closing price of our common stock on February 13, 2020. The performance-vesting restricted stock units granted to Mr. Meurer as of February 16, 2018 will vest based on actual company performance as of the date of his termination of employment, without pro ration based on the period of his employment. The performance-vesting restricted stock units granted to Mr. Meurer as of February 13, 2019 will vest based on actual company performance as of the date of his termination of employment, with proration based on the period of his employment.
|
(6)
|
The restricted stock and restricted stock unit awards for Mr. Pfeiffer vest according to the following schedule: 5,942 shares vested on 1/1/20, 922 shares vest on 11/10/20, 4,505 shares vest on 1/1/21, 1,624 shares vest on 1/1/22, and 679 shares vest on 1/1/23. The 5,444 unvested performance shares earned for the 2016-2018 performance period vested on 1/1/20.
|
(7)
|
The restricted stock awards for Mr. Abraham vest according to the following schedule: 4,398 shares vested on 1/1/20, 922 shares vest on 11/10/20, 4,400 shares vest on 1/1/21, 1,648 shares vest on 1/1/22, and 703 shares vest on 1/1/23. The 4,456 unvested performance shares earned for the 2016-2018 performance period vested on 1/1/20.
|
(8)
|
The restricted stock awards for Mr. Hagan vest according to the following schedule: 622 shares vested on 1/1/20, 1,912 shares vest on 5/21/20, 623 shares vest on 1/1/21, 1,912 shares vest on 5/21/21, 623 shares vest on 1/1/22, 1,912 shares vest on 5/21/22, and 623 shares vest on 1/1/23.
|
50 Realty Income │ 2020 Proxy Statement
|
Compensation Tables
|
|
|
| |
STOCK AWARDS
|
| |||
|
NAMED EXECUTIVE OFFICER
|
| |
NUMBER OF SHARES
ACQUIRED ON VESTING(1)(2) |
| |
VALUE REALIZED
ON VESTING(3) |
|
|
Sumit Roy
|
| |
42,023
|
| |
$2,741,242
|
|
|
Paul M. Meurer
|
| |
27,020
|
| |
1,760,587
|
|
|
Michael R. Pfeiffer
|
| |
20,684
|
| |
1,351,747
|
|
|
Neil M. Abraham
|
| |
9,073
|
| |
613,329
|
|
|
Mark E. Hagan
|
| |
1,911
|
| |
131,955
|
|
(1)
|
For Messrs. Roy, Meurer, Pfeiffer and Abraham, this includes the portion of their stock awards that vested on January 1, 2019, February 13, 2019, and November 10, 2019. For Mr. Hagan, this includes the portion of his stock awards that vested on May 21, 2019.
|
(2)
|
The number of shares acquired on vesting includes shares withheld to pay federal and state income taxes.
|
(3)
|
This column represents the value realized on vesting as calculated by multiplying the closing market price of our common stock on the applicable vesting dates by the number of shares that vested.
|
✓
|
a termination by us without “cause,” or
|
✓
|
a “constructive termination” by the executive, as applicable.
|
Realty Income │ 2020 Proxy Statement 51
|
Compensation Tables
|
|
Qualifying Termination Not in Connection with a Change in Control
|
| |
|
•
|
a severance payment equal to twenty-four months’ base salary
|
|
|
•
|
an amount equal to two times the average of the last three years’ cash bonus paid to Mr. Roy
|
|
|
•
|
any accrued but unpaid wages and accrued but unused vacation pay
|
|
|
•
|
continuation of medical insurance coverage, at our expense, for a period of eighteen months from the date of termination or until he becomes covered under another group medical insurance plan, whichever occurs first
|
|
|
•
|
all unvested time-based restricted stock shall immediately vest, and outstanding performance shares would be accelerated based on achievement of the performance goals through the termination date, pro-rated based on the amount of time the executive was employed during the performance period through the termination date
|
|
|
Qualifying Termination in Connection with a Change in Control
|
| |
|
•
|
a severance payment equal to thirty-six months’ base salary
|
|
|
•
|
an amount equal to three times the average of the last three years’ cash bonuses paid to Mr. Roy
|
|
|
•
|
any accrued but unpaid wages and accrued but unused vacation pay
|
|
|
•
|
continuation of medical insurance coverage, at our expense, for a period of eighteen months from the date of termination or until Mr. Roy becomes covered under another group medical insurance plan, whichever occurs first
|
|
|
•
|
all unvested time-based restricted stock shall immediately vest, and outstanding performance shares would be accelerated based on achievement of the performance goals through the change in control date, pro-rated based on the amount of time the executive was employed during the performance period through the change in control
|
|
|
Death or Disability
|
| |
|
•
|
accrued but unpaid wages and accrued but unused vacation pay, if any, as of the date of his death or disability
|
|
|
•
|
if the executive dies or becomes disabled during the performance period, the executive will vest in all of the target number of performance shares. If the executive dies or becomes disabled after the performance period, the executive will vest in the remaining unvested earned performance shares
|
|
|
•
|
in the case of death, the executives’ heirs will be entitled to life insurance benefits under our group life insurance program and all shares of unvested time-based restricted stock held by the employee will immediately vest in full
|
|
|
•
|
in the case of disability, all shares of unvested time-based restricted stock will continue to vest as scheduled
|
|
52 Realty Income │ 2020 Proxy Statement
|
Compensation Tables
|
|
Qualifying Termination Not in Connection with a Change in Control
|
| |
|
•
|
a severance payment equal to twelve months’ base salary
|
|
|
•
|
an amount equal to the average of the last three years’ cash bonus paid (or, with respect to an executive who was eligible to earn an annual cash bonus for at least one, but fewer than three, of the fiscal years of the company immediately preceding the termination date, the average annual cash bonus earned by such executive for such fiscal year(s))
|
|
|
•
|
any accrued but unpaid wages and accrued but unused vacation pay
|
|
|
•
|
continuation of medical insurance coverage, at our expense, for a period of twelve months from the date of termination or until the named executive officer becomes covered under another group medical insurance plan, whichever occurs first
|
|
|
•
|
all unvested time-based restricted stock and restricted stock units shall immediately vest, and outstanding performance shares would be accelerated based on achievement of the performance goals through the termination date, pro-rated based on the amount of time the executive was employed during the performance period through the termination date
|
|
|
Qualifying Termination in Connection with a Change in Control
|
| |
|
•
|
a severance payment equal to twenty-four months’ base salary
|
|
|
•
|
an amount equal to two times the average of the last three years’ cash bonuses paid
|
|
|
•
|
any accrued but unpaid wages and accrued but unused vacation pay
|
|
|
•
|
continuation of medical insurance coverage, at our expense, for a period of eighteen months from the date of termination or until the named executive officer becomes covered under another group medical insurance plan, whichever occurs first
|
|
|
•
|
all unvested time-based restricted stock and restricted stock units shall immediately vest, and outstanding performance shares would be accelerated based on achievement of the performance goals through the change in control date, pro-rated based on the amount of time the executive was employed during the performance period through the change in control
|
|
|
Death or Disability
|
| |
|
•
|
accrued but unpaid wages and accrued but unused vacation pay, if any, as of the date of his death or disability
|
|
|
•
|
if the executive dies or becomes disabled during the performance period, the executive will vest in all of the target number of performance shares. If the executive dies or becomes disabled after the performance period, the executive will vest in the remaining unvested earned performance shares
|
|
|
•
|
in the case of death, the executives’ heirs will be entitled to life insurance benefits under our group life insurance program and all shares of unvested time-based restricted stock held by the employee will immediately vest in full
|
|
|
•
|
in the case of disability, all shares of unvested time-based restricted stock and restricted stock units will continue to vest as scheduled
|
|
Realty Income │ 2020 Proxy Statement 53
|
Compensation Tables
|
54 Realty Income │ 2020 Proxy Statement
|
Compensation Tables
|
|
NEO AND
TRIGGER |
| |
SEVERANCE
PAYMENTS(1) |
| |
BONUS
PAYMENTS(2) |
| |
MEDICAL
BENEFITS(3) |
| |
VALUE OF
ACCELERATED EQUITY AWARDS(4) |
| |
LIFE
INSURANCE BENEFIT(5) |
| |
TOTAL
|
| |||
|
Sumit Roy
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Qualifying Termination
|
| |
$1,700,000
|
| |
$4,137,253
|
| |
$32,667
|
| |
$14,580,924
|
| |
$—
|
| |
$20,450,844
|
| |||
|
Change in Control Termination
|
| |
2,550,000
|
| |
6,205,880
|
| |
32,667
|
| |
14,580,924
|
| |
—
|
| |
$23,369,471
|
| |||
|
Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
9,187,674
|
| |
—
|
| |
$9,187,674
|
| |||
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
16,095,223
|
| |
600,000
|
| |
$16,695,223
|
| |||
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
16,095,223
|
| |
—
|
| |
$16,095,223
|
| |||
|
Paul M. Meurer(6)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Qualifying Termination
|
| |
550,000
|
| |
1,041,393
|
| |
21,699
|
| |
6,367,007
|
| |
—
|
| |
$7,980,099
|
| |||
|
Change in Control Termination
|
| |
1,100,000
|
| |
2,082,786
|
| |
32,548
|
| |
6,367,007
|
| |
—
|
| |
$9,582,341
|
| |||
|
Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
5,011,111
|
| |
—
|
| |
$5,011,111
|
| |||
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
6,700,772
|
| |
600,000
|
| |
$7,300,772
|
| |||
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
6,700,772
|
| |
—
|
| |
$6,700,772
|
| |||
|
Michael R. Pfeiffer
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Qualifying Termination
|
| |
500,000
|
| |
844,538
|
| |
21,778
|
| |
4,399,613
|
| |
—
|
| |
$5,765,929
|
| |||
|
Change in Control Termination
|
| |
1,000,000
|
| |
1,689,076
|
| |
32,667
|
| |
4,399,613
|
| |
—
|
| |
$7,121,356
|
| |||
|
Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
3,498,971
|
| |
—
|
| |
$3,498,971
|
| |||
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
4,720,567
|
| |
600,000
|
| |
$5,320,567
|
| |||
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
4,720,567
|
| |
—
|
| |
$4,720,567
|
| |||
|
Neil M. Abraham
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Qualifying Termination
|
| |
410,000
|
| |
664,997
|
| |
21,778
|
| |
4,236,597
|
| |
—
|
| |
$5,333,372
|
| |||
|
Change in Control Termination
|
| |
820,000
|
| |
1,329,994
|
| |
32,667
|
| |
4,236,597
|
| |
—
|
| |
$6,419,258
|
| |||
|
Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
3,347,809
|
| |
—
|
| |
$3,347,809
|
| |||
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
4,498,351
|
| |
600,000
|
| |
$5,098,351
|
| |||
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
4,498,351
|
| |
—
|
| |
$4,498,351
|
| |||
|
Mark E. Hagan
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Qualifying Termination
|
| |
410,000
|
| |
668,563
|
| |
21,778
|
| |
2,163,986
|
| |
—
|
| |
$3,264,327
|
| |||
|
Change in Control Termination
|
| |
820,000
|
| |
1,337,126
|
| |
32,667
|
| |
2,163,986
|
| |
—
|
| |
$4,353,779
|
| |||
|
Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
1,558,232
|
| |
—
|
| |
$1,558,232
|
| |||
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
2,437,816
|
| |
600,000
|
| |
$3,037,816
|
| |||
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
2,437,816
|
| |
—
|
| |
$2,437,816
|
|
(1)
|
For Mr. Roy, amount represents 24 months base salary in the case of a Qualifying Termination and 36 months base salary in the case of a Change in Control Termination. For all named executive officers other than Mr. Roy, amount represents 12 months base salary in the case of a Qualifying Termination and 24 months base salary in the case of a Change in Control Termination.
|
(2)
|
Amount represents the applicable scenario multiple of the average of annual bonuses paid based on performance for 2019, 2018 and 2017 (includes amounts presented as non-equity incentive compensation awarded for 2019, 2018 and 2017 performance in the “Summary Compensation Table”) for all officers excluding Mr. Hagan. For Mr. Hagan, the amount represents the applicable scenario multiple of the annual bonus paid based on performance for 2019 and 2018, as he started with the company in May 2018.
|
(3)
|
For Mr. Roy, amount represents estimated continuation of group medical insurance coverage at our expense for a period of 18 months whether such termination is a Qualifying Termination or a Change in Control Termination. For all named executive officers other than Mr. Roy, amount represents estimated continuation of group medical insurance coverage at our expense for a period of 12 months in the case of a Qualifying Termination and for 18 months in the case of a Change in Control Termination.
|
(4)
|
Amount represents the aggregate value of the acceleration of vesting of the named executive officer’s outstanding restricted stock and restricted stock units. For purposes of this calculation, each named executive officer’s total unvested restricted stock awards on December 31, 2019 are multiplied by our common stock closing price on December 31, 2019 of $73.63 per share. For termination scenarios, other than death or disability, the amount also includes the estimated amount payable under the outstanding performance shares consistent with the valuation of these awards set forth in the “Outstanding Equity Awards Table as of December 31, 2019” on page 50, which reflects unvested performance shares and units earned for the 2016-2018 and 2017-2019 performance periods based on actual performance, performance shares as if they were earned at the maximum level for the 2018-2020 performance periods, since
|
Realty Income │ 2020 Proxy Statement 55
|
Compensation Tables
|
(5)
|
Amount represents life insurance benefits that would have been paid by a third-party insurance company to the beneficiaries of the named executive officers if they had died on December 31, 2019. This amount is calculated as two times the sum of the 2019 base salary and 2018 bonus of each named executive officer plus $15,000, up to a maximum amount of $600,000. Amounts payable under our disability insurance policies upon disability are not included as they are available to all employees on a non-discriminatory basis.
|
(6)
|
Mr. Meurer departed from his role as Chief Financial Officer of the company effective January 29, 2020. Mr. Meurer continued to serve as a senior advisor to the company at his most current annual base salary rate during a transition period which ended on March 31, 2020. Pursuant to a Severance Agreement and General Release, dated January 29, 2020, between the company and Mr. Meurer (the “Severance Agreement”), Mr. Meurer was eligible to receive the following payments and benefits in connection with his termination of employment upon the completion of the Transition Period as though he incurred a Qualifying Termination: (a) a lump-sum cash severance payment of $1,591,393, and (b) group medical insurance paid for by the company through the earlier of March 31, 2021 or until Mr. Meurer is covered by another group medical insurance plan. In accordance with the Realty Income Corporation Executive Severance Plan (the “Severance Plan”), each outstanding company equity-based award held by Mr. Meurer that is subject to time-based vesting will vest in full as of the date of his termination of employment. The Severance Agreement further provides that, subject to Mr. Meurer’s execution and delivery of an additional release of claims in favor of the company upon the completion of the Transition Period, the company will pay Mr. Meurer an annual cash bonus in the amount of $1,087,125 for the company’s 2019 fiscal year and will grant him his annual 2019 equity grant in the form of restricted stock covering a number of shares of the company’s common stock equal to $357,750 divided by the closing price of a share of the company’s common stock on the date of grant. In addition, the performance-vesting restricted stock units granted to Mr. Meurer as of February 16, 2018 will vest based on actual company performance as of the date of his termination of employment, without pro ration based on the period of his employment.
|
56 Realty Income │ 2020 Proxy Statement
|
|
Realty Income │ 2020 Proxy Statement 57
|
|
NAME OF BENEFICIAL OWNER
|
| |
SHARES OF BENEFICIAL
OWNERSHIP OF COMMON STOCK OF THE COMPANY |
| |
PERCENT OF CLASS
|
|
|
Sumit Roy(1)
|
| |
113,637
|
| |
*
|
|
|
Paul M. Meurer(2)
|
| |
31,147
|
| |
*
|
|
|
Michael R. Pfeiffer(3)
|
| |
18,481
|
| |
*
|
|
|
Neil M. Abraham(4)
|
| |
25,398
|
| |
*
|
|
|
Mark E. Hagan(5)
|
| |
11,746
|
| |
*
|
|
|
Michael D. McKee(6)
|
| |
149,500
|
| |
*
|
|
|
Kathleen R. Allen(7)
|
| |
82,000
|
| |
*
|
|
|
A. Larry Chapman(8)
|
| |
14,757
|
| |
*
|
|
|
Reginald H. Gilyard(9)
|
| |
8,000
|
| |
*
|
|
|
Priya Cherian Huskins(10)
|
| |
27,313
|
| |
*
|
|
|
Christie B. Kelly(11)
|
| |
4,000
|
| |
*
|
|
|
Gerardo I. Lopez(12)
|
| |
8,000
|
| |
*
|
|
|
Ronald L. Merriman(13)
|
| |
18,075
|
| |
*
|
|
|
Gregory T. McLaughlin(14)
|
| |
17,886
|
| |
*
|
|
|
All current directors and named executive officers of the company, as a group (14 persons)
|
| |
529,940
|
| |
0.2
|
|
*
|
Less than one-tenth of one percent
|
|
STOCKHOLDERS HOLDING 5% OR MORE
|
| |
SHARES OF BENEFICIAL
OWNERSHIP OF COMMON STOCK OF THE COMPANY |
| |
PERCENT OF CLASS
|
|
|
The Vanguard Group, Inc.(15)
100 Vanguard Blvd. Malvern, PA 19355 |
| |
53,312,145
|
| |
16.35%
|
|
|
BlackRock, Inc.(16)
55 East 52nd Street New York, NY 10055 |
| |
34,365,916
|
| |
10.5%
|
|
|
State Street Corporation (17)
One Lincoln St. Boston, MA 02111 |
| |
21,715,010
|
| |
6.66%
|
|
(1)
|
Mr. Roy’s total includes 70,875 shares of unvested restricted stock and 42,762 shares of stock.
|
(2)
|
Mr. Meurer’s total includes 15,920 shares of unvested restricted stock and 15,227 shares of stock.
|
(3)
|
Mr. Pfeiffer’s total includes 18,481 shares owned of record by the Pfeiffer Revocable Living Trust dated November 23, 2009, of which he is a trustee and has sole voting and investment power.
|
(4)
|
Mr. Abraham’s total includes 10,902 shares of unvested restricted stock and 14,496 shares of stock.
|
(5)
|
Mr. Hagan’s total includes 10,603 shares of unvested restricted stock and 1,143 shares of stock.
|
(6)
|
Mr. McKee’s total includes 117,200 shares owned of record by The McKee Family Trust dated February 11, 1995, of which he is a trustee and has shared voting and investment power, 6,400 shares owned of record by MCR Holdings, LLC, a family limited liability company, of which he and his wife have shared voting and investment power, 6,400 shares owned of record by MCC Ventures, LLC, a family limited liability company, of which he and his wife have shared voting and investment power, and 19,500 shares owned of record by an IRA, in the account of Mr. McKee.
|
(7)
|
Dr. Allen’s total includes 82,000 shares owned of record by The Allen Family Trust dated December 5, 2006, of which she is a trustee and has shared voting and investment power.
|
58 Realty Income │ 2020 Proxy Statement
|
|
(8)
|
Mr. Chapman’s total includes 8,001 shares of unvested restricted stock and 6,756 shares of vested stock owned of record by A. Larry Chapman and Patricia L. Chapman, Trustees of the Chapman Family Trust, dated March 18, 1998, of which he is a trustee and has sole voting power and shared investment power.
|
(9)
|
Mr. Gilyard’s total includes 6,667 shares of unvested restricted stock and 1,333 shares of stock.
|
(10)
|
Ms. Huskins’s total includes 27,313 shares owned of record by The Michael and Priya Huskins Revocable Trust dated February 12, 2001, of which she is a trustee and has shared voting and investment power.
|
(11)
|
Ms. Kelly’s total includes 4,000 shares of unvested restricted stock.
|
(12)
|
Mr. Lopez’s total includes 6,667 shares of unvested restricted stock and 1,333 shares of stock.
|
(13)
|
Mr. Merriman’s total includes 18,075 shares owned of record by The Ronald Merriman Family Trust dated July 17, 1997, of which he is a trustee and has shared voting and investment power.
|
(14)
|
Mr. McLaughlin’s total includes 17,886 shares owned of record by The McLaughlin Family Trust dated May 28, 2009, of which he is a trustee and has shared voting and investment power.
|
(15)
|
Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 11, 2020, The Vanguard Group, Inc. (Vanguard) has sole power to vote or direct the vote, and sole power to dispose or direct the disposition of, 826,952 and 52,424,493 shares of our common stock, respectively, and shared power to vote or direct the vote and shared power to dispose or direct the disposition of 442,492 and 887,652 shares of our common stock, respectively. Vanguard Fiduciary Trust Company (VFTC), a wholly-owned subsidiary of Vanguard, is the beneficial owner of the 368,700 shares of our common stock as a result of its serving as investment manager of collective trust accounts and directs the voting of these shares. Vanguard Investments Australia, Ltd. (VIA), a wholly-owned subsidiary of Vanguard, is the beneficial owner of the 977,204 shares of our common stock as a result of its serving as investment manager of Australian investment offerings and directs the voting of these shares. Vanguard is an investment adviser in accordance with Section 13d-1(b)(1)(ii)(E) of the Exchange Act.
|
(16)
|
Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 4, 2020 BlackRock, Inc. has sole power to vote or direct the vote of 31,260,149 shares of our common stock, and sole power to dispose or direct the disposition of 34,365,916 shares of our common stock. BlackRock, Inc. does not have the shared power to vote or direct the vote of or the shared power to dispose or direct the disposition of any shares of our common stock.
|
|
PLAN CATEGORY(1)
|
| |
NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS, AND RIGHTS (a) |
| |
WEIGHTED-AVERAGE
EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (b) |
| |
NUMBER OF SECURITIES REMAINING
AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) (c) |
|
|
Equity compensation plans approved by security holders
|
| |
320,174(2)
|
| |
n/a
|
| |
819,645(3)
|
|
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
n/a
|
| |
—
|
|
|
Total
|
| |
320,174
|
| |
|
| |
819,645
|
|
(1)
|
Each of our equity compensation plans has been approved by our stockholders.
|
(2)
|
Represents shares of common stock that were subject to awards of RSUs, and potential awards under our LTIPs assuming the issuance of shares based on target performance, but excluding unvested restricted stock.
|
(3)
|
Represents shares of our common stock available for issuance under our 2012 Stock Incentive Award Plan. This amount has been reduced by the 304,663 performance shares assuming target performance, and 15,511 restricted stock units outstanding at December 31, 2019.
|
Realty Income │ 2020 Proxy Statement 59
|
✓
|
Global firm reputation;
|
✓
|
Global and national support;
|
✓
|
Competency and service by the engagement team, including industry expertise;
|
✓
|
Management’s input as to the firm’s technical expertise and knowledge; and
|
✓
|
Quality and breadth of services provided relative to the cost of those services.
|
|
|
| |
2019(1)
|
| |
2018(1)
|
|
|
Total audit fees(2)
|
| |
$3,133,013
|
| |
$2,450,000
|
|
|
Tax fees(3)
|
| |
633,581
|
| |
462,982
|
|
(1)
|
There were no additional audit-related fees or other fees incurred during 2019 or 2018 other than those set forth above.
|
(2)
|
Includes the aggregate fees billed by KPMG LLP for the audit of our annual financial statements, the reviews of the financial statements included in our Quarterly Reports on Form 10-Q, the issuances of comfort letters to underwriters, the reviews of registration statements in connection with the issuance of consents totaling approximately $323,000 in 2019 and $300,000 in 2018, statutory audit fees of $177,317 for 12 entities in the United Kingdom, and the audit of internal controls. Also included in the aggregate fees billed by KPMG LLP for 2018 are non-recurring fees related to the 2018 implementation of a new enterprise resource planning system totaling $216,000.
|
(3)
|
Includes the aggregate fees billed by KPMG LLP for tax services. Tax services consisted of tax return preparation and tax compliance.
|
✓
|
Select members of management have authority up to $100,000;
|
✓
|
The Audit Committee Chair has authority up to $250,000; and
|
✓
|
The Audit Committee has authority for engagement services greater than $250,000.
|
60 Realty Income │ 2020 Proxy Statement
|
Audit Related Matters
|
|
| |
Ronald L. Merriman, Chair
Kathleen R. Allen, Ph.D. A. Larry Chapman Christie B. Kelly Gregory T. McLaughlin |
Realty Income │ 2020 Proxy Statement 61
|
•
|
The election of ten director nominees named in this Proxy Statement to serve until the 2021 annual meeting of stockholders and until their respective successors are duly elected and qualify;
|
•
|
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;
|
•
|
A non-binding advisory proposal to approve the compensation of our named executive officers as described in this Proxy Statement (also known as the “say-on-pay” vote); and
|
•
|
The transaction of such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.
|
62 Realty Income │ 2020 Proxy Statement
|
Frequently Asked Questions
|
By Internet
|
|||
|
| |
Authorize a proxy to vote your shares via the website www.proxyvote.com, which is available 24 hours per day until 11:59 p.m., Eastern Time, on May 11, 2020. In order to authorize your proxy, you will need to have available the control number that appears on the voting instructions included in the Proxy Materials that you received. If you authorize your proxy via the Internet, you do not need to return your proxy or voting instruction card.
|
By Telephone
|
|||
|
| |
Authorize a proxy to vote your shares by calling toll-free 1-800-690-6903, 24 hours per day until 11:59 p.m., Eastern Time, on May 11, 2020. When you call, please have the voting instructions in hand that accompanied the Proxy Materials you received, along with the control number that appears therein. Follow the series of prompts to instruct your proxy how to vote your shares. If you authorize your proxy by telephone, you do not need to return your proxy or voting instruction card.
|
By Mail
|
|||
|
| |
If you received and/or requested via the Notice a printed set of the Proxy Materials (including the Proxy Statement, proxy card, and Annual Report), authorize a proxy to vote your shares by completing, signing, and returning the proxy in the prepaid envelope provided. If the prepaid envelope is missing, please mail your completed proxy to: Realty Income Corporation, Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.
|
Virtual Meeting Access
|
|||
|
| |
Vote your shares by logging onto and voting at the virtual Annual Meeting at www.virtualshareholdermeeting.com/realty2020 on May 12, 2020. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person as your representative. If you are a beneficial owner of shares, you will need your unique control number, which appears on the instructions that accompanied the Proxy Materials.
|
✓
|
Proposal 1:FOR the election to the Board of Directors of the ten nominees listed in this Proxy Statement;
|
✓
|
Proposal 2: FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and
|
✓
|
Proposal 3: FOR the say-on-pay vote.
|
✓
|
Proposal 1: FOR the election to the Board of Directors of the ten nominees listed in this Proxy Statement;
|
✓
|
Proposal 2: FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and
|
✓
|
Proposal 3: FOR the say-on-pay vote.
|
Realty Income │ 2020 Proxy Statement 63
|
Frequently Asked Questions
|
•
|
delivering to our Corporate Secretary a written notice of revocation (the contact information for our Corporate Secretary is provided below);
|
•
|
signing and returning to our Corporate Secretary a proxy bearing a later date;
|
•
|
authorizing another proxy by telephone or on the Internet (your most recent telephone or Internet authorization will be used); or
|
•
|
logging onto and voting at the virtual Annual Meeting.
|
|
PROPOSAL NUMBER
|
| |
SUBJECT
|
| |
VOTE REQUIRED(2)
|
| |
IMPACT OF ABSTENTIONS AND BROKER
NON-VOTES, IF ANY |
|
|
1
|
| |
Election of Directors(1)
|
| |
The affirmative vote of a majority of the votes cast is necessary for the election of each director nominee.
|
| |
An abstention or a broker non-vote will not count as a vote cast “FOR” or “AGAINST” a nominee’s election and thus will have no effect in determining whether a director nominee has received a majority of the votes cast. Brokers do not have discretionary authority to vote your shares for director nominees.
|
|
|
2
|
| |
Ratification of Appointment of Independent Registered Public Accounting Firm
|
| |
The affirmative vote of a majority of the votes cast is necessary for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020.
|
| |
An abstention will have no effect on the outcome of the vote. Broker non-votes are not expected to result from this proposal since as a beneficial owner, your bank, broker, or other holder of record is permitted to vote your shares even if the broker does not receive voting instructions from you.
|
|
|
3
|
| |
Say-on-Pay Vote
|
| |
The affirmative vote of a majority of the votes cast is necessary for the approval of the say-on-pay vote.
|
| |
An abstention or a broker non-vote will not count as a vote cast and thus will have no effect on the outcome of the vote. Brokers do not have discretionary authority to vote your shares for the say-on-pay vote.
|
|
(1)
|
In accordance with the policy adopted by our Board of Directors, in this election, an incumbent candidate for director who does not receive the required votes for re-election is expected to offer his or her resignation to the Board of Directors. The Nominating/Corporate Governance Committee of the Board, or a committee of independent directors in the event the incumbent is a member of the Nominating/Corporate Governance Committee, will then make a determination as to whether to accept or reject the tendered offer of resignation, generally within 90 days after certification of the election results of the stockholder vote. Following such
|
64 Realty Income │ 2020 Proxy Statement
|
Frequently Asked Questions
|
(2)
|
Pursuant to our Bylaws, a "majority of votes cast" standard requires that the number of votes cast "FOR” a proposal or director nominee must exceed the number of votes cast "AGAINST" such proposal or director nominee.
|
Realty Income │ 2020 Proxy Statement 65
|
66 Realty Income │ 2020 Proxy Statement
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
Michael R. Pfeiffer
|
|
| |
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
|
Realty Income │ 2020 Proxy Statement 67
|
|
|
| |
2019
|
| |
2018
|
| |
2017
|
|
|
Net income available to common stockholders
|
| |
$436,482
|
| |
$363,614
|
| |
$301,514
|
|
|
Depreciation and amortization
|
| |
593,961
|
| |
539,780
|
| |
498,788
|
|
|
Depreciation of furniture, fixtures and equipment
|
| |
(565)
|
| |
(650)
|
| |
(557)
|
|
|
Provisions for impairment
|
| |
40,186
|
| |
26,269
|
| |
14,751
|
|
|
Gain on sales of real estate
|
| |
(29,996)
|
| |
(24,643)
|
| |
(40,898)
|
|
|
FFO adjustments allocable to noncontrolling interests
|
| |
(477)
|
| |
(1,113)
|
| |
(933)
|
|
|
FFO available to common stockholders
|
| |
1,039,591
|
| |
903,257
|
| |
772,665
|
|
|
Executive severance charge(1)
|
| |
—
|
| |
18,651
|
| |
—
|
|
|
Loss on extinguishment of debt
|
| |
—
|
| |
—
|
| |
42,426
|
|
|
Excess of redemption value over carrying value of Class F preferred share redemption
|
| |
—
|
| |
—
|
| |
13,373
|
|
|
Amortization of share-based compensation
|
| |
13,662
|
| |
15,470
|
| |
13,946
|
|
|
Amortization of deferred financing costs(2)
|
| |
4,754
|
| |
3,991
|
| |
5,326
|
|
|
Amortization of net mortgage premiums
|
| |
(1,415)
|
| |
(1,520)
|
| |
(466)
|
|
|
Loss (gain) on interest rate swaps
|
| |
2,752
|
| |
(2,733)
|
| |
(3,250)
|
|
|
Straight-line payments from cross-currency swaps(3)
|
| |
4,316
|
| |
—
|
| |
—
|
|
|
Leasing costs and commissions
|
| |
(2,102)
|
| |
(3,907)
|
| |
(1,575)
|
|
|
Recurring capital expenditures
|
| |
(801)
|
| |
(1,084)
|
| |
(912)
|
|
|
Straight-line rent
|
| |
(28,674)
|
| |
(24,687)
|
| |
(17,191)
|
|
|
Amortization of above and below-market leases
|
| |
19,336
|
| |
16,852
|
| |
14,013
|
|
|
Other adjustments(4)
|
| |
(1,404)
|
| |
268
|
| |
283
|
|
|
Total AFFO available to common stockholders
|
| |
$1,050,015
|
| |
$924,558
|
| |
$838,638
|
|
|
AFFO allocable to dilutive noncontrolling interests
|
| |
1,442
|
| |
901
|
| |
1,178
|
|
|
Diluted AFFO(4)
|
| |
$1,051,457
|
| |
$925,459
|
| |
$839,816
|
|
|
AFFO per common share
|
| |
|
| |
|
| |
|
|
|
Basic
|
| |
$3.32
|
| |
$3.19
|
| |
$3.07
|
|
|
Diluted
|
| |
$3.32
|
| |
$3.19
|
| |
$3.06
|
|
|
Distributions paid to common stockholders
|
| |
$852,134
|
| |
$761,582
|
| |
$689,294
|
|
|
AFFO available to common stockholders in excess of distributions paid to common stockholders
|
| |
$197,881
|
| |
$162,976
|
| |
$149,344
|
|
|
Weighted average number of common shares used for computation per share:
|
| |
|
| |
|
| |
|
|
|
Basic
|
| |
315,837,012
|
| |
289,427,430
|
| |
273,465,680
|
|
|
Diluted
|
| |
316,601,350
|
| |
289,923,984
|
| |
274,024,934
|
|
(1)
|
The executive severance charge represents the incremental costs incurred upon our form CEO’s departure in October 2018 per the reconciliation below:
|
|
Cash
|
| |
|
| |
$9,817
|
| |
|
|
|
Stock compensation
|
| |
|
| |
17,902
|
| |
|
|
|
Professional fees
|
| |
|
| |
574
|
| |
|
|
|
Total value of severance
|
| |
|
| |
28,293
|
| |
|
|
|
Amount accrued for CEO compensation prior to separation
|
| |
|
| |
(9,642)
|
| |
|
|
|
Incremental severance
|
| |
|
| |
$ 18,651
|
| |
|
|
(2)
|
Includes the amortization of costs incurred and capitalized upon issuance of our notes payable, assumption of our mortgages payable and upon issuance of our term loans. The deferred financing costs are being amortized over the lives of the respective mortgages and term loans. No costs associated with our credit facility agreements or annual fees paid to credit rating agencies have been included.
|
(3)
|
Straight-line payments from cross-currency swaps represent quarterly payments in U.S. dollars received by us from counterparties in exchange for associated foreign currency payments. These USD payments are fixed and determinable for the duration of the associated hedging transaction.
|
(4)
|
Includes adjustments allocable to noncontrolling interests, obligations related to financing lease liabilities, and foreign currency gains and losses as a result of intercompany debt and remeasurement transactions.
|
68 Realty Income │ 2020 Proxy Statement
|
APPENDIX A(continued)
|
|
|
| |
2019
|
| |
2018
|
| |
2017
|
|
|
Net income available to common stockholders
|
| |
$129,553
|
| |
$85,303
|
| |
$60,952
|
|
|
Interest(1)
|
| |
75,073
|
| |
70,635
|
| |
103,903
|
|
|
Income Taxes
|
| |
1,736
|
| |
1,607
|
| |
3,424
|
|
|
Depreciation and amortization
|
| |
156,594
|
| |
137,711
|
| |
127,033
|
|
|
Executive severance charge(2)
|
| |
—
|
| |
18,651
|
| |
—
|
|
|
Impairment loss
|
| |
8,950
|
| |
1,235
|
| |
6,679
|
|
|
Gain on sales of real estate
|
| |
(14,168)
|
| |
(5,825)
|
| |
(23,208)
|
|
|
Foreign currency and derivative gains, net
|
| |
(1,792)
|
| |
—
|
| |
—
|
|
|
Quarterly Adjusted EBITDAre
|
| |
$355,946
|
| |
$309,317
|
| |
$278,783
|
|
|
|
| |
|
| |
|
| |
|
|
|
Net Debt
|
| |
$7,847,536
|
| |
$6,489,589
|
| |
$6,104,573
|
|
|
Annualized Adjusted EBITDAre(3)
|
| |
$1,423,784
|
| |
$1,237,268
|
| |
$1,115,132
|
|
|
Net Debt/Adjusted EBITDA(4)
|
| |
5.5
|
| |
5.2
|
| |
5.5
|
|
(1)
|
Interest expense includes a loss on extinguishment of debt of $42.4 million for the quarter ended December 31, 2017.
|
(2)
|
Reflects an $18.7 million severance charge for our former CEO upon his departure in October 2018.
|
(3)
|
We calculate Annualized Adjusted EBITDAre by multiplying the Quarterly Adjusted EBITDAre by four.
|
(4)
|
During 2019, the definition of Net Debt/Adjusted EBITDAre was changed to include debt net of cash and cash equivalents. Under the prior definition, debt to Adjusted EBITDAre was 5.3 and 5.5 for the quarters ended December 31, 2018 and 2017, respectively.
|
Realty Income │ 2020 Proxy Statement 69
|
1 Year Realty Income Chart |
1 Month Realty Income Chart |
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