Global Net Lease, Inc. appointed Edward M. Weil, Jr. as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


The information set forth in Item 5.03 of this Current Report on Form 8-K under the captions "Changes to Bylaws" and "Board Declassification" is incorporated herein by reference.


Appointment of Co-Chief Executive Officers


In connection with the consummation of the Transactions, at the REIT Merger Effective Time, Edward M. Weil, Jr., who has served as a member of our Board since 2017, was appointed as Co-Chief Executive Officer of GNL, joining James L. Nelson, who has served as our Chief Executive Officer prior to the Transactions and will continue with Mr. Weil as Co-Chief Executive Officer. The previously announced employment agreement we entered into with Mr. Weil become effective as of the Internalization Effective Time. Also as of the Internalization Effective Time, GNL assumed the Employment Agreement, dated July 10, 2017, between Advisor Parent and James L. Nelson, as amended on March 24, 2022.


The employment terms of each of Mr. Weil and Mr. Nelson were previously disclosed in the Signing Form 8-K. Mr. Weil's employment agreement was attached as Exhibit 10.3 to the Signing Form 8-K and is incorporated by reference herein. Mr. Nelson's employment agreement, as assumed by GNL, is attached to this Current Report on Form 8-K as Exhibit 10.11 and incorporated by reference herein.


GNL Board of Directors


At the REIT Merger Effective Time, the GNL board of directors increased the size of the board of directors by three directors and, at or immediately after the REIT Merger Effective Time, the GNL board of directors appointed (i) each of Lisa D. Kabnick to the GNL Board as a director and Stanley R. Perla to the GNL Board as a Class I director to serve until GNL's 2024 annual meeting of stockholders and until their respective successors are duly elected and qualify, and (ii) Leslie D. Michelson to the GNL Board to serve as a Class II director until GNL's 2025 annual meeting of stockholders and until his successor is duly elected and qualifies. Each of Ms. Kabnick, Mr. Perla, and Mr. Michelson were determined to be "independent directors" under Section 303A.02 of the NYSE Listed Company Manual and the "Director Independence" standards of the Company's Corporate Governance Guidelines, as amended from time to time.


To facilitate the previously announced declassification of the GNL Board, each of James L. Nelson and Edward M. Weil (i) resigned from the GNL Board as Class III directors at the REIT Merger Effective Time, and (ii) were immediately reappointed to the GNL Board to fill the vacancies resulting from their resignations and to serve until GNL's 2024 annual meeting of GNL stockholders and until their respective successors are duly elected and qualify.


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Mr. Perla was appointed chair of the Audit Committee of the GNL Board, replacing Dr. M. Therese Antone in that role. The committee memberships of Ms. Kabnick and Mr. Michelson have not yet been determined. Set forth below are the biographies of our newly appointed members of the Board:


Lisa D. Kabnick


Age 68. Director of RTL since 2015.


Lisa D. Kabnick has served as an independent director of RTL since August 2015 and lead independent director since March 2018. Ms. Kabnick has also served as RTL's nominating and corporate governance committee chair since April 2016. Ms. Kabnick has been a senior advisor for Troutman Pepper Hamilton Sanders LLP (f/k/a Pepper Hamilton, LLP) since September 2017. Ms. Kabnick previously served as a Senior Advisor at Reed Smith LLP ("Reed Smith") from January 2015 until September 2017 and previously was a partner at Reed Smith from January 2003 until December 2014. Prior to joining Reed Smith, Ms. Kabnick was a practicing attorney with Pepper Hamilton, LLP, where she became a partner in 1988. During her tenure in both firms, Ms. Kabnick has held various leadership positions. Since April 2015, Ms. Kabnick has been a member of the board of directors of The Philadelphia Inquirer, PBC, the publisher of the Philadelphia Inquirer and Daily News and operator of philly.com, where she is vice chair of the board and chairs the audit/finance committee. From January 2017 until January 2020, Ms. Kabnick served as a member of the board of directors of CFG Community Bank and a member of the risk management and compensation committees. From August 2013 until October 2015, Ms. Kabnick served as a member of the board of directors of Vertisense, Inc. (formerly known as Alcohoot, Inc.). From 2006 through 2013, Ms. Kabnick was a member of the board of directors of the Kimmel Center, the performing arts center in Philadelphia, Pennsylvania. Since 2001, Ms. Kabnick has been a member of the board of directors of the Ongava Game Reserve, a 125 square mile game reserve in Namibia. Ms. Kabnick has also served on a number of community and non-profit boards, including as a Northeast Trustee for the Boys and Girls Clubs of America, United Way of Greater Philadelphia and Southern New Jersey Council, Pennsylvania Ballet, and on the Trustee's Council of Penn Women for the University of Pennsylvania. Ms. Kabnick has been the recipient of numerous awards and honors relating to her professional career, including being recognized in Chambers USA, Best Lawyers in America, and Pennsylvania Super Lawyers, and has been honored by Real Philly magazine in 2005 as Trailblazer Honoree and Woman of Distinction.


Leslie D. Michelson


Age 72. Director of RTL since 2017.


Leslie D. Michelson joined the RTL Board in February 2017 at the completion of RTL's merger with RCA. Mr. Michelson had served as an independent director of RCA since November 2015. In addition, Mr. Michelson has served as an independent director of Franklin BSP Franklin Lending Corporation since January 2011, including as lead independent director since 2016, Franklin BSP Capital Corporation including as lead independent director since March 2020, and Franklin BSP Private Credit Fund including as lead independent director since October 2022. Mr. Michelson has served as an independent director of Health Care Trust Inc. since December 2015 including as Non-Executive Chair since October 2016.


Mr. Michelson previously served as an independent director of BDCA II from August 2014 until its liquidation and dissolution in September 2016 and an independent trustee RCIFT, a family of mutual funds advised by an affiliate of Advisor Parent from April 2013 until its dissolution in January 2017.


From April 2007 until February 2020, Mr. Michelson has served as the chairman and chief executive officer of Private Health Management, Inc., a company which assists corporate employees and their dependents, families and individuals obtain the best healthcare. Since March 2020 Mr. Michelson has served as executive chair and a director of Private Health Management, Inc. Mr. Michelson has served as a member of the Board of Advisors for the UCLA Fielding School of Public Health since October 2013. He has served as founder and chief executive officer of Michelson on Medicine, LLC since January 2011. Earlier in his career, Mr. Michelson served as a founder, investor, director and executive officer of multiple public and private companies, including foundations, in the healthcare, technology, finance and real estate industries. Mr. Michelson received his B.A. from The Johns Hopkins University in 1973 and a J.D. from Yale Law School in 1976.


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Stanley R. Perla


Age 80. Director of RTL since 2013.


Stanley R. Perla has served as an independent director of RTL since April 2013. Mr. Perla has served as RTL's audit committee chair since March 2018. Mr. Perla has served as an independent director of Hospitality Investors Trust, Inc. (formerly known as American Realty Capital Hospitality Trust, Inc.) since January 2014 and GTJ REIT, Inc. since January 2013. He currently chairs the audit committee at both companies. Mr. Perla previously served as a member of the board of directors and the chair of the audit committee of Madison Harbor Balanced Strategies, Inc. until its liquidation in 2017, as a trustee of AREIF from May 2012 until its liquidation in August 2016 and as an independent director of Global II from August 2014 until December 2016. Mr. Perla, a licensed certified public accountant, was with the firm of Ernst & Young LLP ("Ernst & Young") for 35 years, from September 1967 to June 2003, the last 25 of which he was a partner. Mr. Perla served as Ernst & Young's national director of real estate accounting, as well as on Ernst & Young's national accounting and auditing committee. From July 2003 to May 2008, he was the director of Internal Audit for Vornado Realty Trust and from June 2008 to May 2011, he was the managing partner of Cornerstone Accounting Group, a public accounting firm specializing in the real estate industry and a consultant to the same firm from June 2011 to March 2012. From May 2012 until December 2015, Mr. Perla provided consulting services to Friedman LLP, a public accounting firm. His area of expertise for the past 40 years has been real estate and he was also responsible for the auditing of public and private companies. He is an active member of the National Association of Real Estate Investment Trusts (NAREIT) and the National Association of Real Estate Companies. In addition, Mr. Perla has been a frequent speaker on real estate accounting issues at numerous real estate conferences. Mr. Perla earned an M.B.A. in Taxation and a B.B.A. in Accounting from Baruch College.


Indemnification Agreements


On September 12, 2023, GNL entered into indemnification agreements (the "Indemnification Agreements") with each of Lisa D. Kabnick, Stanley R. Perla, and Leslie Michelson (each an "Indemnitee" and collectively, the "Indemnitees"), as new members of the GNL Board, substantially in the form of indemnification agreements previously entered into by GNL with each of its executive officers and directors, to require the Company to indemnify the Indemnitees to the maximum extent permitted by Maryland law from and against all judgments, penalties, fines and amounts paid in settlement and expenses actually and reasonably incurred by such Indemnitee that may result or arise in connection with such Indemnitee serving in his or her capacity as a present or former director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company. Each of the Indemnification Agreements further provides that, subject to the limitations set forth in the Indemnification Agreement, the Company will, without requiring a preliminary determination of the Indemnitee's ultimate entitlement of indemnification under the Indemnification Agreement, advance all reasonable expenses to the Indemnitee incurred by or on behalf of the Indemnitee in connection with any proceeding to which the Indemnitee is or is threatened to be made a party.


The above description of the Indemnification Agreements is a summary and is qualified in its entirety by the terms of the form of Indemnification Agreement, a copy of which is attached as Exhibit 10.12 hereto and incorporated by reference herein.


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