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Equity-Based Compensation | 3 Months Ended
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Mar. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Equity-Based Compensation | Equity-Based Compensation 2021 Omnibus Incentive Compensation Plan; 2021 Omnibus Advisor Incentive Compensation Plan; Restricted Share Plan At the Company’s 2021 annual meeting of stockholders held on April 12, 2021, the Company’s stockholders approved the 2021 Omnibus Incentive Compensation Plan of Global Net Lease, Inc. (the “Individual Plan”) and the 2021 Omnibus Advisor Incentive Compensation Plan of Global Net Lease, Inc. (the “Advisor Plan” and together with the Individual Plan, the “2021 Equity Plan”). The terms of the Advisor Plan are substantially similar to the terms of the Individual Plan, except with respect to the eligible participants. Both the Individual Plan and the Advisor Plan became effective upon stockholder approval. The employees of the former Advisor and the Property Manager, and their respective affiliates were also eligible to participate in the Company’s employee and director incentive restricted share plan (the “Restricted Share Plan”). Upon approval of the 2021 Equity Plan, the total number of shares of Common Stock that could be issued or subject to awards under the Advisor Plan and the Individual Plan, in the aggregate, was 6,300,000 shares. Shares issued or subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. The 2021 Equity Plan permits awards of Restricted Shares, RSUs, PSUs, stock options, stock appreciation rights, stock awards, GNL LTIP Units and other equity awards and it expires on April 12, 2031. Only the former Advisor and any of its affiliates that were involved in providing services to the Company or any of its subsidiaries were eligible to receive awards under the Advisor Plan. As a result of the REIT Merger, no further participants are expected to be eligible to participate in the Advisor Plan from and following the REIT Merger and, accordingly, no further awards are expected to be granted under the Advisor Plan, however awards will continue to be granted under the Individual Plan. Generally, directors officers, employees, and consultants of the Company are eligible to participate in the Individual Plan. Prior to the REIT Merger, employees of the former Advisor or its affiliates who were consultants providing services to the Company were eligible to participate in the Individual Plan. RSUs RSUs were historically awarded under the 2021 Equity Plan, and have been and may continue to be awarded under the Individual Plan, following the Internalization Merger. Historically, prior to the third quarter of 2023, the Company granted RSUs to its Board members on an annual basis. In November 2023, the Company granted 496,536 RSUs to employees, including executives. RSUs represent a contingent right to receive shares of Common Stock at a future settlement date, subject to satisfaction of applicable vesting conditions or other restrictions and an award agreement evidencing the grant of RSUs. The RSUs provide for vesting on a straight-line basis over a specified period of time for each award. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the RSUs are settled in, or converted into, the shares of Common Stock. The fair value of the RSUs granted is based on the market price of Common Stock as of the grant date. The fair value of the equity awards is expensed over the vesting period. The following table reflects the activity of RSUs outstanding for the periods presented:
|  | Number of RSUs |  | Weighted-Average Issue Price
Unvested, December 31, 2023 |  | 535,768 |  |  | $ | 9.09 |
Vested |  | (2,238) |  |  | 8.81 |
Granted |  | 502,184 |  |  | 8.00 |
Forfeitures |  | (10,461) |  |  | 8.42 |
Unvested, March 31, 2024 |  | 1,025,253 |  |  | 8.56 |
|  | Number of RSUs |  | Weighted-Average Issue Price
Unvested, December 31, 2022 |  | 47,723 |  |  | $ | 15.82 |
Vested |  | (16,011) |  |  | 14.63 |
Granted |  | — |  |  | — |
Unvested, March 31, 2023 |  | 31,712 |  |  | 16.42 |
The fair value of the RSUs granted is based on the market price of Common Stock as of the grant date. The fair value of the equity awards is expensed over the vesting period. Restricted Shares Restricted Shares are shares of Common Stock awarded pursuant to the 2021 Equity Plan, prior to the Internalization Merger, and granted pursuant to the Individual Plan thereafter, and the Restricted Share Plan under terms that provide for vesting over a specified period of time. Holders of Restricted Shares receive nonforfeitable cash dividends prior to the time that the restrictions on the Restricted Shares have lapsed. Any dividends to holders of Restricted Shares payable in shares of Common Stock are subject to the same restrictions as the underlying Restricted Shares. Restricted Shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. The Restricted Shares granted to the then employees of the former Advisor or its affiliates vest in 25% increments on each of the first four anniversaries of the grant date. Except in connection with a change in control (as defined in the award agreement) of the Company, any unvested Restricted Shares will be forfeited if the holder’s employment terminates for any reason. Upon a change in control of the Company, 50% of the unvested Restricted Shares will immediately vest and the remaining unvested Restricted Shares will be forfeited. A change of control, under the award agreement, did not occur as a result of the Mergers. The following table reflects the activity of Restricted Shares outstanding for the periods presented that impacted the Company:
|  | Number of Restricted Shares |  | Weighted-Average Issue Price
Unvested, December 31, 2023 |  | 565,620 |  |  | $ | 12.14 |
Vested |  | (16,687) |  |  | 18.98 |
Granted |  | — |  |  | — |
Forfeitures |  | (35,091) |  |  | 11.12 |
Unvested, March 31, 2024 |  | 513,842 |  |  | 11.99 |
|  | Number of Restricted Shares |  | Weighted-Average Issue Price
Unvested, December 31, 2022 |  | 359,840 |  |  | $ | 17.16 |
Vested |  | — |  |  | — |
Granted |  | — |  |  | — |
Forfeitures |  | — |  |  | — |
Unvested, March 31, 2023 |  | 359,840 |  |  | 17.16 |
PSUs In November 2023, the Compensation Committee approved awards of PSUs pursuant to the Individual Plan to full-time employees of the Company. PSUs may be earned and become vested if the Company’s absolute and relative total shareholder return (“TSR”) performance meets certain criteria (see “Performance Measures” below for more detail) over a three-year period performance period (the “PSU Performance Period”) beginning on October 1, 2023 and ending on September 30, 2026 (the “PSU Measurement Date”) and generally subject to the applicable employee’s continued employment through the PSU Measurement Date.
|  | Level of Performance
|  | Threshold |  | Target |  | Maximum
Potential Number of PSUs to be Issued |  | 234,200 |  | 468,392 |  | 1,288,072
Under accounting rules, the total fair value of the PSUs granted at the maximum level under the Individual Plan totaled $5.1 million and was fixed as of November 29, 2023, the date that the Board approved the award of PSUs under the Individual Plan (the “PSU Grant Date”). The fair value will not be remeasured in subsequent periods unless the PSUs are amended. The fair value of the PSUs that were granted is being recorded evenly over the requisite service period which is approximately 2.8 years from November 29, 2023, ending on the PSU Measurement Date. Performance Measures: The ultimate amount of PSUs that may become earned and vested on the PSU Measurement Date will equal the sum of: (i) PSUs earned by comparing the Company’s TSR to the MSCI US REIT Index peer group (the “MSCI REIT Index”); (ii) PSUs earned by comparing the Company’s TSR to a custom designed net lease peer group consisting of EPR Properties, LXP Industrial Trust, Broadstone Net Lease, Inc., NNN REIT, Inc. and W.P. Carey Inc. (the “Custom Net Lease Peer Group”); and (iii) PSUs earned by achievement of certain TSR levels (the “Company TSR”). The following table details the number of PSUs that may be earned and vested on the PSU Measurement Date, by each category of performance goal:
|  |  |  |  |  | Target PSUs |  | Percentage of Target PSUs Earned |  | Number of PSUs Earned
Company TSR Relative to the MSCI REIT Index: |  |  |  |  |  |  |  |  |  |
Less than 30 th percentile (Below Threshold) |  |  |  |  |  | 175,647 |  |  | — | % |  | — |
30 th percentile (Threshold) (1) |  |  |  |  |  | 175,647 |  |  | 50 | % |  | 87,825 |
55 th percentile (Target) (1) |  |  |  |  |  | 175,647 |  |  | 100 | % |  | 175,647 |
Equal to or greater than 75 th percentile (Maximum) (1) |  |  |  |  |  | 175,647 |  |  | 275 | % |  | 483,027 |
Company TSR Relative to the Custom Net Lease Peer Group: |  |  |  |  |  |  |  |  |  |
Less than 30th percentile (Below Threshold) |  |  |  |  |  | 175,647 |  |  | — | % |  | — |
30 th percentile (Threshold) (1) |  |  |  |  |  | 175,647 |  |  | 50 | % |  | 87,825 |
55 th percentile (Target) (1) |  |  |  |  |  | 175,647 |  |  | 100 | % |  | 175,647 |
Equal to or greater than 75 th percentile (Maximum) (1) |  |  |  |  |  | 175,647 |  |  | 275 | % |  | 483,027 |
Company TSR: |  |  |  |  |  |  |  |  |  |
Less than 8% (Below Threshold) |  |  |  |  |  | 117,098 |  |  | — | % |  | — |
8% (Threshold) (1) |  |  |  |  |  | 117,098 |  |  | 50 | % |  | 58,551 |
10% (Target) (1) |  |  |  |  |  | 117,098 |  |  | 100 | % |  | 117,098 |
12% or greater (Maximum) (1) |  |  |  |  |  | 117,098 |  |  | 275 | % |  | 322,018 |
_________ (1) If amounts fall in between these ranges, the results will be determined using linear interpolation between those percentiles, respectively. Compensation Expense The combined compensation expense for RSUs, Restricted Shares and PSUs was $2.0 million for the three months ended March 31, 2024, and $0.7 million for the three months ended March 31, 2023, which did not include PSUs. Compensation expense for these equity instruments is recorded as equity-based compensation in the accompanying consolidated statements of operations. As of March 31, 2024, the Company had $7.9 million of unrecognized compensation cost related to RSUs granted, which is expected to be recognized over a weighted-average period of 2.7 years. As of March 31, 2024, the Company had $5.1 million of unrecognized compensation cost related to Restricted Share awards granted, which is expected to be recognized over a period of 3.2 years. As of March 31, 2024, the Company had $4.5 million unrecognized compensation cost related to PSUs granted, which is expected to be recognized over a period of 2.5 years. 2018 Omnibus Incentive Compensation Plan of RTL In addition, as part of the REIT Merger, the Company assumed the 2018 Omnibus Incentive Compensation Plan of RTL (the “2018 RTL Equity Plan”). At the time of the assumption of the 2018 RTL Equity Plan, the total number of shares of Common Stock allowed to be issued or subject to awards under the 2018 RTL Equity Plan, subject to applicable securities exchange listing standards, was 2,295,658 shares. The Company has not issued any awards under the 2018 RTL Equity Plan. Multi-Year Outperformance Agreement With the Former Advisor 2021 OPP — General Description On May 3, 2021, the Company’s independent directors, acting as a group, authorized an award of GNL LTIP Units under the 2021 OPP , and, on June 3, 2021, the Company, the OP and the Advisor entered into the 2021 OPP. Based on a maximum award value of $50.0 million and $20.00, the closing price of Common Stock on June 2, 2021 (the “2021 Initial Share Price”), the former Advisor was granted a total of 2,500,000 GNL LTIP Units pursuant to the 2021 OPP. These GNL LTIP Units were eligible to be earned and become vested based on the Company’s TSR, including both share price appreciation and reinvestment of Common Stock dividends, compared to the 2021 Initial Share Price over a performance period commencing on June 3, 2021 and ending on the earliest of (i) June 3, 2024, (ii) the effective date of any Change of Control as defined in the Advisor Plan and (iii) the effective date of any termination of the former Advisor’s service as the Company’s advisor. As noted above and described below, the end date of the performance period was modified to September 11, 2023, the day prior to the Acquisition Date, in connection with the Internalization Merger Agreement. Under accounting rules, the total fair value of the GNL LTIP Units granted under the 2021 OPP of $27.7 million was fixed as of June 3, 2021 and was not required to be remeasured in subsequent periods (see Note 2 — Summary of Significant Accounting Policies for a description of accounting rules related to non-employee equity awards). The fair value of the GNL LTIP Units that were granted were being recorded evenly over the requisite service period which was originally approximately 3.1 years from May 3, 2021, the date that the Company’s independent directors approved the award of GNL LTIP Units under the 2021 OPP. However, due to the modification noted below that changed the timing of the final measurement for determining whether the award is vested and earned, all of the remaining unrecognized compensation expense was accelerated and recorded in the quarter ended September 30, 2023 (through September 11, 2023). Modification of the 2021 OPP In connection with the Internalization Merger Agreement, the parties agreed to modify the terms of the existing 2021 OPP to accelerate timing for determining whether the award is vested and earned, which changed the end date of the performance period (as described in more detail below) to September 11, 2023, the day prior to the Acquisition Date of the Mergers. Accordingly, on September 11, 2023, the compensation committee of the Board reviewed and approved the final calculation determining that 883,750 of the 2,500,000 GNL LTIP Units subject to the 2021 OPP had been earned and became vested and Common Stock was issued for the vested GNL LTIP Units. The remaining 1,616,250 GNL LTIP Units were automatically forfeited, without the payment of any consideration. In addition: •Due to the modification noted above that changed the timing of the final measurement for determining whether the award is vested and earned, all of the remaining unrecognized compensation expense was accelerated and recorded in the quarter ended September 30, 2023 (through September 11, 2023). •In September 2023, the Company paid a $2.9 million priority catch-up distribution to the former Advisor in respect of the 883,750 GNL LTIP Units that were earned under the 2021 OPP. Compensation Expense - 2021 OPP During the three months ended March 31, 2023, the Company recorded total compensation expense related to the LTIP Units of $2.2 million.

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