PRE 14A 1 vereitproxystatement2021.htm PRE 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registranto

Check the appropriate box:
xPreliminary Proxy Statement
oConfidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
oDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

VEREIT, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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VEREIT, INC.
2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, June 3, 2021
[l], 2021
To the Stockholders of VEREIT, Inc.:
I am pleased to invite you to the 2021 Annual Meeting of Stockholders (“Annual Meeting”) of VEREIT, Inc., a Maryland corporation (the “Company,” “we,” or “our”). Due to the ongoing coronavirus (COVID-19) pandemic and in order to protect the health and safety of the Company’s employees, stockholders and the greater community, the Annual Meeting will be held virtually on Thursday, June 3, 2021 at 11:30 A.M. (Eastern Time). To access the Annual Meeting, visit www.virtualshareholdermeeting.com/VER2021 and enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card (if you received a printed copy of the proxy materials). Stockholders will be able to vote electronically and submit questions electronically during the Annual Meeting. At the Annual Meeting, you will be asked to:
(i) elect the nine director nominees described in the enclosed proxy statement to the Board of Directors to serve for a one-year term until the next Annual Meeting of Stockholders in 2022 and until their successors are duly elected and qualify;
(ii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021
(iii) approve by non-binding advisory resolution the compensation of the Company’s named executive officers;
(iv)  approve the VEREIT, Inc. 2021 Equity Incentive Plan;
(v) approve amendments to the Company’s Articles of Amendment and Restatement and Amended and Restated Bylaws (“Bylaws”) to allow the Bylaws to be amended by our stockholders; and
(vi) consider and act on such other matters as may properly come before the Annual Meeting and any adjournment thereof.
Our Board of Directors has fixed the close of business on April 9, 2021 as the record date for the Annual Meeting. Only stockholders of record of shares of our common stock, par value $0.01 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
We make proxy materials available to our stockholders on the Internet. You can access proxy materials at www.proxyvote.com. You also may authorize your proxy via the Internet or by telephone by following the instructions on that website. In order to authorize your proxy via the Internet or by telephone, you must have the stockholder identification number that appears on the materials sent to you. If you received a Notice of Availability of Proxy Materials, you also may request a paper or an e-mail copy of our proxy materials and a paper proxy card by following the instructions included therein.
Your vote is important.
By Order of the Board of Directors, 


Lauren Goldberg,
Executive Vice President, General Counsel and Secretary
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 3, 2021
This proxy statement and our 2020 Annual Report to Stockholders are available at www.proxyvote.com 

Whether or not you plan to attend the Annual Meeting, please carefully read the proxy statement and other proxy materials and complete a proxy for your shares as soon as possible. You may authorize your proxy via the Internet or by telephone by following the instructions on the website indicated in the materials you received in the mail. If you received a Notice of Availability of Proxy Materials, you may also request a paper or an e-mail copy of our proxy materials and a paper proxy card at any time. If you attend the Annual Meeting, you may vote at the meeting if you wish, even if you previously have submitted your proxy.



VEREIT, INC.
TABLE OF CONTENTS
PROXY STATEMENT
INFORMATION ABOUT THE MEETING AND VOTING
PROPOSAL 1: ELECTION OF DIRECTORS
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
CORPORATE RESPONSIBILITY
EXECUTIVE OFFICERS
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AUDIT COMMITTEE REPORT
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION COMMITTEE REPORT
EQUITY COMPENSATION PLAN TABLE
COMPENSATION TABLES
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
COMPENSATION OF THE BOARD OF DIRECTORS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
PROPOSAL 3: NON-BINDING ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION
PROPOSAL 4: APPROVAL OF THE VEREIT, INC. 2021 EQUITY INCENTIVE PLAN
PROPOSAL 5: APPROVAL OF AMENDMENTS TO VEREIT’S CHARTER AND BYLAWS
STOCK OWNERSHIP BY DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN STOCKHOLDERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
OTHER MATTERS PRESENTED FOR ACTION AT THE 2021 ANNUAL MEETING
ATTENDANCE AT THE 2021 ANNUAL MEETING
STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING
APPENDIX A: CERTAIN DEFINITIONS AND RECONCILIATIONS
APPENDIX B: VEREIT, INC. 2021 EQUITY INCENTIVE PLAN
APPENDIX C: VEREIT, INC. ARTICLES OF AMENDMENT
APPENDIX D: VEREIT, INC. AMENDED AND RESTATED BYLAWS






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Important Dates
How to Vote
April 9, 2021
The record date for the Annual Meeting is April 9, 2021. Only holders of shares of the Company’s common stock, par value $0.01 per share, at the close of business on April 9, 2021 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
June 3, 2021
The Annual Meeting will be held on June 3, 2021 at 11:30 A.M. (Eastern Time). Due to the ongoing coronavirus (COVID-19) pandemic, the Annual Meeting will be held in a virtual-only format. To access the Annual Meeting, visit www.virtualshareholdermeeting.com/VER2021 and enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card (if you received a printed copy of the proxy materials). Stockholders will be able to vote electronically and submit questions electronically during the virtual Annual Meeting.


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Proposals

At the Annual Meeting, you will be asked to:

1. Elect the nine director nominees described in this proxy statement for a one-year term to serve until the next annual meeting of stockholders in 2022 and until their successors are duly elected and qualify;

2. Ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;

3. Approve by a non-binding advisory resolution the compensation of the Company’s named executive officers as described in this proxy statement;

4. Approve the VEREIT, Inc. 2021 Equity Incentive Plan;

5. Approve amendments to the Company’s Articles of Amendment and Restatement (“Charter”) and Amended and Restated Bylaws (“Bylaws”) to allow the Bylaws to be amended by our stockholders; and

6. Consider and act on such matters as may properly come before the Annual Meeting and any adjournment thereof. The Board of Directors does not know of any matters that may be considered at the Annual Meeting other than the matters set forth above.



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Questions
If you have questions regarding voting by proxy or authorizing a proxy by telephone or via the Internet to vote your shares that are not answered below, please contact us at (877) 405-2653.

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” (I) THE ELECTION OF THE DIRECTOR NOMINEES TO SERVE AS DIRECTORS OF THE COMPANY UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS IN 2022 AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY, (II) THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021, (III) THE NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED HEREIN, (IV) APPROVAL OF THE VEREIT, INC. 2021 EQUITY INCENTIVE PLAN, AND (V) APPROVAL OF THE AMENDMENTS TO THE CHARTER AND BYLAWS TO ALLOW THE COMPANY’S BYLAWS TO BE AMENDED BY OUR STOCKHOLDERS.

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PROXY STATEMENT
The proxy, together with this proxy statement and our 2020 Annual Report, is solicited by and on behalf of the board of directors (the “Board of Directors” or the “Board”) of VEREIT, Inc., a Maryland corporation (the “Company”), for use at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement thereof. References in this proxy statement to “we,” “us,” “our” or like terms refer to the Company, and references in this proxy statement to “you” refer to the stockholders of the Company. This proxy statement and our 2020 Annual Report have either been mailed to you or been made available to you on the Internet. Mailing to our stockholders commenced on or about [l], 2021.
The Company effected a one-for-five reverse stock split of its common stock after markets closed on December 17, 2020 (the “Reverse Stock Split”), whereby every five shares of the Company’s issued and outstanding shares of common stock, $0.01 par value per share, were converted into one share of common stock, $0.01 par value per share. All common stock, equity awards, and per share data for all periods presented in this Proxy Statement have been updated to give effect to the Reverse Stock Split.
CORPORATE HIGHLIGHTS
VEREIT, Inc. is a full-service real estate operating company that owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. The Company has total real estate investments of $14.6 billion consisting of 3,831 properties and 89.5 million square feet. The Company’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties.
The Company is a publicly traded Maryland corporation listed on the New York Stock Exchange. The mailing address of our principal executive offices is 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016.
INFORMATION ABOUT THE MEETING AND VOTING
Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?
As permitted by rules adopted by the SEC, we are making this proxy statement and our 2020 Annual Report available to our stockholders electronically via the Internet. On or about [l], 2021, we began mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this proxy statement and our 2020 Annual Report online, as well as instructions on how to vote. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in this proxy statement and our 2020 Annual Report. The Notice also instructs you on how you may vote via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. Our 2020 Annual Report is not part of the proxy solicitation material.
Can I access the Notice, Proxy Statement and the 2020 Annual Report on the Internet? 
Yes, these materials are available on our website and can be accessed at www.proxyvote.com. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.
Who can vote at the Annual Meeting?
The record date for the Annual Meeting is April 9, 2021. Only holders of shares of our common stock, par value $0.01 per share, at the close of business on April 9, 2021 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. As of the record date, [l] shares of our common stock were issued and outstanding and entitled to vote at the Annual Meeting.
How many votes do I have?
Each share of common stock has one vote on each matter considered at the Annual Meeting or any adjournment or postponement thereof. The proxy card shows the number of shares of common stock you are entitled to vote.
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How may I vote?
If you are a “registered owner” or “record holder” (i.e., you hold your shares in your own name as a holder of record with our transfer agent, Computershare Trust Company, N.A.) or if you are a “beneficial owner” and your bank, broker or similar organization is the holder of your shares (i.e., your shares are held in “street name”), you may attend the Annual Meeting virtually and vote your shares during the Annual Meeting. If you attend the Annual Meeting and you submit your vote during the meeting, any previous votes that you submitted by mail or authorized via the Internet or by telephone will be superseded by the vote that you cast at the Annual Meeting. To access the Annual Meeting, visit www.virtualshareholdermeeting.com/VER2021 and enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card (if you received a printed copy of the proxy materials). Further instructions for voting can be obtained by calling us at (877) 405-2653.
Stockholders may submit their votes by mail (if they have received a hard copy set of documents) by completing, signing, dating and returning their proxy in the envelope enclosed with the mailing. Stockholders also have the following two options for authorizing a proxy to vote their shares:
via the Internet at www.proxyvote.com; or
by telephone to Broadridge Financial Solutions, Inc. For those who hold shares in their own name, by calling (800) 690-6903 and for shares held in “street name,” by calling (800) 454-8683.
For those stockholders with Internet access, we encourage you to authorize a proxy to vote your shares via the Internet, a convenient means of authorizing a proxy that also provides cost savings to us. In addition, when you authorize a proxy to vote your shares via the Internet or by telephone prior to the date of the Annual Meeting, your proxy authorization is recorded immediately and there is no risk that postal delays will cause your vote by proxy to arrive late and, therefore, not be counted. For further instructions on authorizing a proxy to vote your shares, see the proxy card.
If your shares are held in “street name,” you should instruct your bank, broker or other record holder how to vote your shares by following the voting instructions provided by such organization. If you do not give instructions to your bank, broker or record holder, such organization will be entitled to vote your shares on routine items, but will not be permitted to do so on non-routine items. Your bank, broker or record holder will have discretion to vote on Proposal 2 (ratification of auditors) without any instructions from you, but such organization will not have the ability to vote your uninstructed shares on Proposal 1 (election of directors), Proposal 3 (vote to approve by non-binding advisory resolution the named executive officer compensation), Proposal 4 (approval of the VEREIT, Inc. 2021 Equity Incentive Plan) or Proposal 5 (approval of amendments to the Charter and Bylaws) on a discretionary basis. Accordingly, if you hold your shares in “street name” and you do not instruct your bank, broker or other record holder how to vote on these proposals, such organization cannot vote these shares and will report them as “broker non-votes,” meaning that no votes will be cast on your behalf for Proposals 1, 3, 4, and 5.
How will proxies be voted?
Shares represented by valid proxies will be voted at the Annual Meeting in accordance with the directions given. If you are a registered stockholder and submit a properly executed proxy but do not indicate any voting instructions, the shares will be voted “FOR” the (i) election of the director nominees named in this proxy statement, (ii) ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) non-binding advisory resolution approving the compensation of the Company’s named executive officers as described herein, (iv) approval of the VEREIT, Inc. 2021 Equity Incentive Plan, and (v) amendments to the Charter and Bylaws to allow the Company’s Bylaws to be amended by our stockholders.
We are not currently aware of any other matters to be presented at the Annual Meeting other than those described in this proxy statement. If any other matters not described in this proxy statement are properly presented at the Annual Meeting, any proxies received by us will be voted at the discretion of the proxy holders.
How can I change my vote or revoke a proxy?
You have the unconditional right to revoke your proxy at any time prior to the voting thereof by (i) submitting a later-dated proxy via the Internet, by telephone or by mail to: Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, or (ii) by attending the Annual Meeting and voting during the meeting. No written revocation of your proxy shall be effective, however, unless and until it is received at or prior to the Annual Meeting.
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What vote is required to approve each item?
The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required for the election of each director nominee. For purposes of the election of directors, a majority of the votes cast means that the number of votes cast “for” a nominee for election as a director exceeds the number of votes cast “against” that nominee.
The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required for ratifying the appointment of Deloitte as the Company’s independent auditor for the fiscal year ending December 31, 2021.
The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve by non-binding advisory resolution the compensation of our named executive officers as described herein.
The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve the VEREIT, Inc. 2021 Equity Incentive Plan. In addition, the rules of the New York Stock Exchange (the “NYSE”) require that votes for the proposal must be at least a majority of all of the votes cast on the proposal (including votes for and against and abstentions).
The affirmative vote of a majority of shares of common stock entitled to cast votes on the proposal is required to approve the amendments to the Charter and Bylaws.
Abstentions and broker non-votes, if any, will have no effect on the outcome of Proposals 1, 2 and 3. However, abstentions, if any, will have the effect of voting “against” Proposal 4, and abstentions and broker non-votes, if any, will have the same effect of voting “against” Proposal 5. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have or chooses not to exercise discretionary authority to vote the shares. None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Company’s charter.
What constitutes a “quorum”?
The presence at the Annual Meeting, in-person or represented by proxy, of the holders of a majority of the shares of common stock outstanding on the record date, or [l] shares, will constitute a quorum. Abstentions and broker non-votes will be counted as present for the purpose of determining whether there is a quorum.
What happens if a quorum is not present at the Annual Meeting?
If a quorum is not present at the scheduled time of the Annual Meeting, the chairman of the meeting may adjourn the meeting to another place, date or time until a quorum is present. The place, date and time of the adjourned meeting will be announced when the adjournment is taken, and no other notice will be given unless the adjournment is to a date more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting.
Will you incur expenses in soliciting proxies?
We are soliciting the proxy on behalf of the Board of Directors, and we will pay all costs of preparing, assembling and mailing the proxy materials. We have retained Broadridge Financial Solutions, Inc., to aid in the mailing of proxy materials and tabulation and recording of votes. In addition, our directors, officers and other employees, without additional compensation, may participate in the solicitation of proxies.
We will request banks, brokers and other record holders to forward copies of the proxy materials to people on whose behalf they hold shares of common stock and to request authority for the exercise of proxies by the record holders on behalf of those people. In compliance with the regulations of the SEC, we will reimburse such banks, brokers and other record holders for reasonable expenses incurred by them in forwarding proxy materials to the beneficial owners of shares of our common stock.
What does it mean if I receive more than one proxy card?
Some of your shares may be registered differently or held in a different account. You should authorize a proxy to vote the shares in each of your accounts via the Internet or by telephone or by mail. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should call us at (877) 405-2653. Combining accounts reduces excess printing and mailing costs, resulting in cost savings that benefit you as a stockholder.
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What if I receive only one set of proxy materials although there are multiple stockholders at my address?
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering to that address a single proxy statement to those stockholders. This process is referred to as “householding.” The rules benefit both you and us. It reduces the volume of duplicate information received at your household and helps reduce expenses.
Some brokers household proxy materials, delivering a single proxy statement (including notice of annual meeting) and annual report to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Although the proxy materials may be householded, each account in a household will receive its own Notice and proxy card to vote. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If a single copy of the proxy statement (including notice of annual meeting) and annual report was delivered to your household and you wish to receive a separate copy of such materials, please notify us and we will promptly provide you with such copy. Additionally, if, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement (including notice of annual meeting) and annual report, or if you are receiving multiple copies of the proxy statement (including notice of annual meeting) and annual report and wish to receive only one copy, please notify your broker if your shares are held in a brokerage account, or notify us if you hold registered shares. You may notify us by calling us at (877) 405-2653 or by mailing a request to us at 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016, Attention: Investor Relations.
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PROPOSAL 1
ELECTION OF DIRECTORS

The Board of Directors is responsible for monitoring and supervising the performance of our executive management team. Directors are elected annually by our stockholders, and there is no limit on the number of times a director may be elected to office. Each director serves until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies or until his or her earlier death, resignation or removal. The Company’s charter provides that the number of directors shall not be less than the minimum number required by the Maryland General Corporation Law nor more than fifteen; provided, however, that the number of directors may be changed from time to time by resolution adopted by the affirmative vote of a majority of the Board. The number of directors on the Board is currently fixed at nine.
Any director who fails to be elected by a majority vote shall offer his or her resignation to the Board, subject to acceptance. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will then act on our Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of election results. If the resignation is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is duly elected and qualifies. The director who offers his or her resignation will not participate in the Board’s decision regarding whether to accept or reject such director’s resignation.
The Board of Directors, at the recommendation of the Nominating and Corporate Governance Committee, proposes that the nine nominees listed below, all of whom are currently serving on our Board, be elected to serve as directors until the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualifies. Priscilla Almodovar and Susan Skerritt were recommended to the Nominating and Corporate Governance Committee by certain non-management members of the Board of Directors in connection with their appointment to the Board of Directors in February 2021. If a nominee becomes unavailable to serve as a director for any reason, the shares represented by any proxy will be voted for any substitute nominee, if any, who may be designated by the Board to replace that nominee. At this time, the Board of Directors does not know of any reason why any nominee would not be able to serve as a director.
Vote Required
The election of each director nominee requires the affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present. For purposes of the election of directors, a majority of the votes cast means that the number of votes cast “for” a nominee for election as a director exceeds the number of votes cast “against” that nominee.
Director Nominees and Business Experience
The matrix below represents some of the key skills that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of skills of our current directors.
RufranoFraterAlmodovarHenryHogan PreusseLiebPinoverRichardsonSkerritt
Age7165
53
7252617358
66
GenderMaleMaleFemaleMaleFemaleMaleMaleFemaleFemale
Director Since201520152021201520172017201520152021
Independentüüüüüüüü
REIT / Real Estateüüüüüüü
Business Leadershipüüüüüüüüü
Public Company Executiveüüüüü
Public Company Directorüüüüüüü
Capital Marketsüüüüüüüüü
Accounting / Financeüüüüüüü
Legalüü
Risk Oversightüüüüüü
Real Estate Securities Investmentüüü
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Set forth below are the names, biographical information and positions each of the nominees holds with the Company as of the date of this proxy statement.
Glenn J. Rufrano
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Age:71
CEO and Director Since:April 2015
Positions:Chief Executive Officer and Director
Committee(s):None
Biography:
Prior to joining the Company, Mr. Rufrano served as Chief Executive Officer of O’Connor Capital Partners, a privately-owned, independent real estate investment, development and management firm specializing in retail and multifamily residential properties that he co-founded, from November 2013 through March 2015. He also served as a director for Ventas, Inc., a publicly traded healthcare real estate investment trust (“REIT”) from June 2010 to May 2018 and Columbia Property Trust, Inc., a publicly traded commercial real estate REIT, from January 2015 until March 2015. Previously, Mr. Rufrano was President and Chief Executive Officer of Cushman & Wakefield, Inc., a private, global commercial property and real estate services company, and a member of its Board of Directors from March 2010 to June 2013. From January 2008 through February 2010, he served as Chief Executive Officer of Centro Properties Group, an Australian-based shopping center company, and from April 2007 through January 2008, Mr. Rufrano served as Chief Executive Officer of Centro Properties Group U.S. From 2000 until its acquisition by Centro Properties Group in April 2007, he served as Chief Executive Officer and director of New Plan Excel Realty Trust, Inc., a commercial retail REIT formerly listed on the New York Stock Exchange. He presently serves on the advisory Board of New York University’s Real Estate Institute, on the Steven L. Newman Real Estate Institute Advisory Board at Baruch College, as Vice-Chairman of the Board of Trustees of International Council of Shopping Centers (“ICSC”), and on the Dean’s Council for the W.P. Carey School of Business at Arizona State University. He is a former member of National Association of Real Estate Investment Trusts, Inc.’s (“Nareit”) Advisory Board of Governors and a former trustee of the Urban Land Institute. From June 2015 to December 2018, Mr. Rufrano served on the Boards of Directors of the following non-listed REITs: Cole Credit Property Trust V, Inc. (“CCPT V”), CIM Income NAV, Inc. (formerly known as Cole Real Estate Income Strategy (Daily NAV), Inc.) (“INAV”), Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and CIM Real Estate Finance Trust, Inc. (formerly known as Cole Credit Property Trust IV, Inc.) (only from June 2016 until February 2018) (“CCPT IV” and collectively with CCPT V, INAV, CCIT II and CCIT III, the “Cole REITs”).  Mr. Rufrano had served on the Boards of Directors of the Cole REITs prior to the sale of the Company’s investment management business, Cole Capital, to an affiliate of CIM Group, LLC in February 2018, as the Cole REITs were sponsored and externally managed by the Company and his board service comprised part of his then duties as Chief Executive Officer of the Company.
Education:
Mr. Rufrano received a Bachelor’s Degree in Business Administration from Rutgers University and a Master of Science degree in Management and Real Estate from Florida International University.
Skills and Qualifications:
We believe Mr. Rufrano’s extensive experience in the real estate industry, his tenure on various REIT boards and his wide-ranging leadership experience make him well qualified to serve on our Board of Directors.
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Hugh R. Frater
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Age:65
Director Since:April 2015
Positions:Non-Executive Chairman of the Board of Directors (Independent Director)
Committee(s):None
Biography:
In October 2018, Mr. Frater was appointed as interim Chief Executive Officer of the Federal National Mortgage Association (“Fannie Mae”) and served in this position until March 2019 when he was appointed, and currently serves as, the Chief Executive Officer of Fannie Mae. From April 2014 until his retirement in December 2015, Mr. Frater served as Chairman of Berkadia Commercial Mortgage LLC (“Berkadia”), an industry-leading commercial real estate company that is owned 50% by Berkshire Hathaway Inc. and 50% by Leucadia National Corporation, which provides comprehensive capital solutions and investment sales advisory and research services for multifamily and commercial properties. Mr. Frater formerly served as Berkadia’s Chief Executive Officer from August 2010 until April 2014. From November 2007 until June 2010, Mr. Frater was the Chief Operating Officer at Good Energies, Inc. and from February 2004 until May 2007, Mr. Frater was Executive Vice President at PNC Financial Services, where he led the real estate division. From August 1988 until February 2004, he was a Founding Partner and Managing Director of BlackRock, Inc., the largest global investment manager, where he also led the real estate practice. Mr. Frater has also served as a director of Hippo Analytics Inc., a private home insurance company since July 2018. He has also served on the Real Estate Advisory Board at the Columbia University Graduate School of Business since 2004 and on its Board of Overseers since 2015. Mr. Frater has also previously served on the Board’s Audit Committee and Nominating and Corporate Governance Committee from April 2015 to September 2015.
Education:
Mr. Frater received a Bachelor’s Degree from Dartmouth College and received a Master of Business Administration from the Columbia University Graduate School of Business.
Current Public Company Directorships:
Mr. Frater has served on the Board of Directors of Fannie Mae since January 2016, including having served on its risk and audit committees until his appointment as interim Chief Executive Officer of Fannie Mae in October 2018.
Skills and Qualifications:
We believe that Mr. Frater’s long-standing real estate and policy and government relations experience, in addition to his finance and business operations background, make him well qualified to serve on our Board of Directors.
Priscilla Almodovar
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Age:
53
Director Since:February 2021
Positions:Independent Director
Biography:
Ms. Almodovar is the President and Chief Executive Officer of Enterprise Community Partners, a position she has held since 2019. Enterprise Community Partners, a social enterprise with 1,200 employees, has invested $53 billion in communities nationwide to address affordable housing solutions, racial equity initiatives and the accessibility to investment capital products. From 2010 to 2019, Ms. Almodovar served as a Managing Director at JP Morgan Chase, where she led national real estate businesses for its commercial bank which focused on commercial real estate and community development. From 2006 to 2009, she served as the President and Chief Executive Officer of New York state's housing finance and mortgage agencies. From 1990 to 2004, Ms. Almodovar practiced law at the global law firm, White & Case LLP, where she became a partner in 1998, specializing in international project finance. Ms. Almodovar also serves on the board of Bellwether Enterprise Real Estate Capital, LLC, a private full-service commercial and multifamily mortgage banking company and has previously served as the co-chair of the New York State Health Innovation Council, an advisory body of the New York State Department of Health.
Education:
Ms. Almodovar received her J.D. from Columbia University School of Law and her B.A. in Economics from Hofstra University.
Skills and Qualifications:
We believe that Ms. Almodovar’s extensive experience in the real estate and legal industries make her well qualified to serve on the Board of Directors.
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David B. Henry
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Age:72
Director Since:September 2015
Positions:Independent Director
Committee(s):Nominating and Corporate Governance Committee (Chair)
Audit Committee
Biography:
Mr. Henry served as Chief Executive Officer of Kimco Realty Corporation (“Kimco”), a publicly traded REIT, from December 2009 to January 2016 and Vice Chairman of Kimco from May 2001 to January 2016. Before joining Kimco in April 2001, Mr. Henry served in various capacities at GE Capital Real Estate (“GE”) from 1978 to 2001, including as GE’s Senior Vice President and Chief Investment Officer from 1998 to 2001. Mr. Henry also served as Chairman of GE’s Investment Committee and as a member of its Credit Committee. Prior to joining GE, Mr. Henry served as Vice President for Republic Mortgage Investors, a mortgage REIT, from 1973 to 1978. Mr. Henry has served on the Board of Directors of Fairfield County Bank, a private Connecticut mutual savings bank, since July 2010, on the Board of Directors of Starwood Real Estate Income Trust, Inc., a non-listed REIT, since January 2018, and on the board of Pine Tree, LLC, a private full-service real estate company specializing in retail since June 2020. Mr. Henry is a former trustee of ICSC and served as its Chairman from 2011 to 2012. Mr. Henry served as the Vice-Chairman of the Board of Governors of Nareit, ending his term on December 31, 2015, and serves on the real estate advisory boards of New York University, Baruch College and Alto Real Estate Funds. Mr. Henry is also the co-founder of Peaceable Street Capital, an equity lender for income producing commercial real estate properties.
Education:
Mr. Henry received a Bachelor of Science degree in Business Administration from Bucknell University and a Master of Business Administration from the University of Miami.
Current Public Company Directorships:
Mr. Henry has served on the Board of Directors of Healthpeak Properties, Inc., a publicly traded REIT, since January 2004, on the Board of Directors of Columbia Property Trust, Inc., a publicly traded REIT that owns and operates commercial office properties, since January 2016, and on the Board of Directors of Tanger Factory Outlet Centers, Inc. (“Tanger”), a publicly traded real estate company that owns the chain Tanger Outlets, since January 2016.
Skills and Qualifications:
We believe that Mr. Henry’s extensive REIT experience, leadership skills, public company experience and knowledge of the real estate business make him well qualified to serve on our Board of Directors.
Mary Hogan Preusse
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Age:52
Director Since:February 2017
Positions:Independent Director
Committee(s):Compensation Committee
Nominating and Corporate Governance Committee
Biography:
Ms. Hogan Preusse is the former Managing Director and Co-Head of Americas Real Estate for APG Asset Management US (“APG”), the manager of pension assets on behalf of Dutch citizens, and had served in various capacities at APG from 2000 through her retirement in May 2017. As the Managing Director and Co-Head of Americas Real Estate for APG, she was responsible for managing the firm’s public real estate investments in North and South America, which encompassed over $13 billion in assets. She also served as a member of APG’s Executive Board from 2008 through 2017. At APG, she also served as Senior Portfolio Analyst and Portfolio Manager, US Real Estate from 2000 through 2004, and as Senior Portfolio Manager, North American Real Estate from 2004 through 2008. Prior to joining APG in 2000, Ms. Hogan Preusse spent eight years as a sell side analyst covering the REIT sector, and she began her career at Merrill Lynch & Co. as an investment banking analyst. She also serves on Nareit’s Real Estate Investment Advisory Council, is a member of Nareit’s Advisory Board of Governors, and is Co-Chair of Nareit’s Dividends Through Diversity, Equity & Inclusion Steering Committee.
Education:
Ms. Hogan Preusse graduated from Bowdoin College in Brunswick, Maine with a degree in Mathematics in 1990 and is a member of Bowdoin’s Board of Trustees.
Current Public Company Directorships:
Ms. Hogan Preusse has served as an independent director of Kimco since February 2017, as an independent director of Digital Realty Trust, Inc., a publicly traded REIT specializing in technical real estate since May 2017, and as an independent director of Host Hotels & Resorts, Inc., a publicly traded REIT since June 2017.
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Skills and Qualifications:
We believe that Ms. Hogan Preusse’s real estate, investment management and financial services experience make her well qualified to serve on our Board of Directors.
Richard J. Lieb
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Age:61
Director Since:February 2017
Positions:Independent Director
Committee(s):Audit Committee (Chair)
Compensation Committee
Biography:
Since January 1, 2019, Mr. Lieb has served as a Senior Advisor of Greenhill & Co., LLC (“Greenhill”), a publicly traded independent investment banking firm which he joined in 2005, and prior to that he served as Managing Director and Chairman of Real Estate at Greenhill. He served as Greenhill’s Chief Financial Officer from 2008 to 2012 and also served as a member of the firm’s Management Committee from 2008 to 2015. Mr. Lieb has also served during his tenure at Greenhill as head of the firm’s Restructuring business and as head of North American Corporate Advisory. Prior to joining Greenhill in 2005, Mr. Lieb spent more than 20 years with Goldman Sachs & Co., where he headed that firm’s Real Estate Investment Banking Department from 2000 to 2005. From June 2018 until November 2019, Mr. Lieb has served as an Advisory Director for Domio, Inc., a private technology enabled hotel startup company. Overall, Mr. Lieb has more than 30 years of experience focusing on advisory opportunities in the real estate industry. Mr. Lieb is licensed with FINRA and holds Series 7, Series 63 and Series 24 licenses. Mr. Lieb is an active member of the American Jewish Committee (AJC) and served as a member of Wesleyan University’s Career Advisory Counsel from 2007 through 2012.
Education:
Mr. Lieb received a Bachelor of Arts degree from Wesleyan University and a Master of Business Administration degree from Harvard Business School.
Current Public Company Directorships:
Mr. Lieb has served on the Board of Directors of CBL & Associates Properties, Inc., a publicly traded REIT focused on middle market regional malls, since February 2016, on the Board of Directors of AvalonBay Communities, a publicly traded REIT focused on apartment communities, since September 2016, and on the Board of Directors of iStar, Inc., a publicly traded REIT focused on the ground lease sector, since May 2019.
Skills and Qualifications:
We believe that Mr. Lieb’s extensive real estate experience and finance and accounting background make him well qualified to serve on our Board of Directors.

Eugene A. Pinover
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Age:73
Director Since:September 2015
Positions:Independent Director
Committee(s):Audit Committee
Nominating and Corporate Governance Committee
Biography:
Mr. Pinover served as Senior Counsel with DLA Piper in New York City from July 2020 through December 2020, having previously served as a partner from May 2016 until June 2020. While at DLA Piper, he served as its co-chair of the New York Real Estate practice and on the firm’s global real estate steering committee. Prior to joining DLA Piper, Mr. Pinover was Of Counsel and Co-Chair of the Real Estate Department of Willkie Farr & Gallagher LLP (“Willkie”) and practiced law with Willkie from May 1992 until April 2016. Prior to joining Willkie, Mr. Pinover practiced law at Kaye Scholer LLP from 1973 to 1992. Mr. Pinover is a member of the American College of Real Estate Lawyers, the Association of the Bar of the City of New York, the American Bar Association, the Association of Foreign Investors in Real Estate and ICSC. Mr. Pinover previously served on the Board of Directors of Steep Rock Association, a land trust in Connecticut, including having served as the Board’s President. Mr. Pinover also has served as a member of the Board of Directors of New Alternatives for Children, a New York-based social service organization, since September 2006.
Education:
Mr. Pinover received his Bachelor of Arts from Dartmouth College and his Juris Doctor from the New York University School of Law and graduated both cum laude.
Skills and Qualifications:
We believe that Mr. Pinover’s extensive real estate experience and legal background make him well qualified to serve on our Board of Directors.
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Julie G. Richardson
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Age:58
Director Since:April 2015
Positions:Independent Director
Committee(s):Compensation Committee (Chair)
Nominating and Corporate Governance Committee
Biography:
From November 2012 to October 2014, Ms. Richardson was a senior advisor to Providence Equity Partners LLC (“Providence Equity”), a global asset management firm with over $40.0 billion in assets under management. From April 2003 to November 2012, she was a Partner and Managing Director at Providence Equity, and oversaw the firm’s New York office. While at Providence Equity, Ms. Richardson’s responsibilities included leading the initiation and execution of deals, and optimizing operating results and strategic positioning of portfolio companies throughout Providence Equity’s ownership period. Prior to Providence Equity, Ms. Richardson served as Global Head of JP Morgan’s Telecom, Media and Technology Group, and was previously a Managing Director in Merrill Lynch & Co.’s investment banking group. Ms. Richardson previously served on the Board of Directors of Arconic, Inc., a publicly traded manufacturer in the aerospace and automobile industries, from November 2016 to February 2018 and on the Board of Directors of The Hartford Financial Services Group, Inc., a publicly traded insurance and financial services company, from January 2014 to April 2020.
Education:
Ms. Richardson received a Bachelor of Business Administration from the University of Wisconsin-Madison. 
Current Public Company Directorships:
Ms. Richardson has served on the Board of Directors of Yext, Inc., a public technology and online brand management company, since May 2015, on the Board of Directors of UBS Group AG, a publicly traded financial services company, since May 2017, and on the Board of Directors of Datadog, Inc., a publicly traded technology company that provides a monitoring and analytics platform for developers, information technology operations teams and other business users, since May 2019.
Skills and Qualifications:
We believe that Ms. Richardson’s capital markets, investment management and financial services experience, in addition to her experience on other public company boards, make her well qualified to serve on our Board of Directors.

Susan E. Skerritt
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Age:
66
Director Since:February 2021
Positions:Independent Director
Biography:
Ms. Skerritt has served as a Senior Advisor of Promontory Financial Group, a financial services company and wholly owned subsidiary of IBM, guiding clients on regulatory, governance, and risk management matters, a position she has held since 2018. Prior to that she was the Chairman, Chief Executive Officer and President of Deutsche Bank Trust Company Americas (“Deutsche Bank”) from 2016 to 2018. Previously, she led the transaction banking businesses in North and South America for Deutsche Bank from 2013 to 2016. Prior to that, Ms. Skerritt was an Executive Member of the Board of Directors of Bank of New York Mellon Trust Company, N.A. and served as an Executive Vice President in a variety of roles in the cash management, trade finance, and securities servicing businesses. She also served on the Board of Directors of Royal Bank of Canada USA from January 2018 to November 2020. Ms. Skerritt has also served on the Board of Trustees of Hamilton College since 1994 and was previously its Vice Chairman. She is also a director of The Brooklyn Hospital Center since 2013 and currently serves as the board's Vice Chairman. She has been a director of the Falcon Group, a leading inventory management solutions business, since February 2020.
Education:
Ms. Skerritt received her B.A. in Economics from Kirkland (Hamilton) College and received her M.B.A. in Finance and International Business from New York University's Stern School of Business.
Current Public Company Directorships:
Ms. Skerritt has served on the Board of Directors of Tanger since July 2018 and Community Bank System, Inc., a public bank holding company since November 2020.
Skills and Qualifications:
We believe that Ms. Skerritt’s global financial markets, risk management, and public company executive and director experience, make her well qualified to serve on our Board of Directors.

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” EACH OF MESSRS. RUFRANO, FRATER, HENRY, LIEB, AND PINOVER AND MSES. ALMODOVAR, HOGAN PREUSSE, RICHARDSON AND SKERRITT TO SERVE ON THE BOARD OF DIRECTORS UNTIL THE 2022 ANNUAL STOCKHOLDERS MEETING AND UNTIL A SUCCESSOR FOR EACH IS DULY ELECTED AND QUALIFIES.
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INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
Leadership Structure of the Board of Directors
Our Board has the authority to select the leadership structure it considers appropriate. In making leadership structure determinations, the Board considers many factors, including the specific needs of our business and what is in the best interests of our stockholders. In recognition of the time commitments and activities required to function effectively as both the Chief Executive Officer and Chairman of the Board, we have separated the roles, with Mr. Rufrano serving as our Chief Executive Officer and Mr. Frater serving as our Non-Executive Chairman. The Board believes that the current separation of the roles of Chief Executive Officer and Chairman allows Mr. Rufrano to focus his time and energy on operating and managing the Company while leveraging the experience and perspectives of Mr. Frater in helping to set the strategic direction of the Company. The Board has determined that our current Board leadership structure is the most appropriate at this time, given the specific characteristics and circumstances of the Company.
Board Oversight of Risk Management
The Board has an active role in overseeing the management of risks applicable to the Company. A portion of this responsibility has been delegated by the Board to the committees of the Board with respect to the assessment of the Company’s risks and risk management in their respective areas of oversight.
In particular, the Board administers its risk oversight function through (i) the review and discussion of regular periodic reports by the Company’s management to the Board of Directors and its committees on topics relating to the risks that we face, including, among others, market conditions, significant existing and potential legal claims, cyber security matters, tenant concentrations and creditworthiness, leasing activity and expirations, the Company’s insurance programs, compliance with debt covenants, management of debt maturities and access to the debt and equity capital markets, (ii) the required approval by the Board of Directors (or a committee thereof) of significant transactions and other decisions, including, among others, significant acquisitions and dispositions of properties, certain borrowings and the appointment and retention of certain senior executives, (iii) the direct oversight of specific areas of our business by the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee and (iv) regular periodic reports from our auditors, our independent compensation consultant and other outside consultants regarding various areas of potential risk, including, among others, those relating to our qualification as a REIT for tax purposes, and our internal controls and financial reporting. The Board of Directors also relies on management to bring significant matters affecting the Company to its attention, and it has tasked the Audit Committee with monitoring the Company’s overall risk profile.
Pursuant to its charter, the Audit Committee is responsible for discussing with management the Company’s significant financial risk exposures and the actions management has taken to limit, monitor and control such exposures. The Audit Committee is also responsible for discussing with management the Company’s risk assessment and risk management policies. In addition, we have adopted policies and procedures with respect to complaints related to accounting, internal accounting control or auditing matters, which enables anonymous and confidential submission of complaints that the Audit Committee would then discuss with management.
Board Oversight of Environmental, Social and Governance Program
The Company’s environmental, social and governance (“ESG”) program is overseen by the Company’s Board along with members of the executive management team. The Board has delegated oversight of certain components of the Company’s ESG programs to specific Board committees and to certain members of the Company’s executive management team. The Compensation Committee is responsible for overseeing the “social” component in conjunction with the Company’s Head of Human Resources. The Nominating and Corporate Governance Committee is responsible for overseeing the “governance” component with the Company’s General Counsel. Further, within the executive management team, the Chief Operating Officer of the Company, is responsible for the “environmental” component of the ESG program. Semiannually, the Company’s executive management team, led by our Chief Executive Officer and General Counsel, provides an update on the Company’s ESG program to the full Board.
Board Meetings
During the fiscal year ended December 31, 2020, the Board of Directors held 13 meetings (including meetings held in person and by conference call or video conference). The Board of Directors regularly held executive sessions of the independent directors, over which Mr. Frater, as the Non-Executive Chairman of the Board, served as the presiding director. The number of meetings for each Board committee is set forth below under the heading “Board Committees.” During the year ended December 31, 2020, each of our directors attended at least 75% of the total number of meetings of the Board and of the
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committees on which he or she served. All but one of our directors attended the 2020 stockholders’ annual meeting. Pursuant to our Corporate Governance Guidelines, all directors should attend our 2021 Annual Meeting.
Board Governance Documents
The Board maintains charters for each of its standing committees (the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee). In addition, the Board has adopted a written set of Corporate Governance Guidelines as well as a Code of Business Conduct and Ethics that applies to all of the officers, employees, consultants and directors of the Company and its subsidiaries. The Company intends to satisfy the disclosure requirement regarding any amendment to or waiver of a provision of the Code of Business Conduct and Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, by posting such information on the Company’s website. To view the charters of the Board’s standing committees as well as the Corporate Governance Guidelines and the Code of Business Conduct and Ethics, please visit our website at www.vereit.com. Each of these documents is also available, free of charge, in print to any stockholder who sends a written request to VEREIT, Inc., 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016, Attention: Lauren Goldberg, Executive Vice President, General Counsel and Secretary.
Independent Directors
Under the listing standards of the NYSE, at least a majority of the Company’s directors, and all of the members of the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, must be independent. As part of the qualification for director independence, in addition to other specified criteria, the NYSE listing standards require our Board of Directors to affirmatively determine that the director has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Our Board of Directors has affirmatively determined that eight directors - Hugh R. Frater, Priscilla Almodovar, David B. Henry, Mary Hogan Preusse, Richard J. Lieb, Eugene A. Pinover, Julie G. Richardson and Susan E. Skerritt - have no relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of our Board, and that they otherwise qualify as “independent” under the NYSE’s listing standards.
Effective July 13, 2020, Mark Ordan resigned from the Board of Directors. Prior to his resignation, he served as a member of the Audit Committee and the Compensation Committee. The Board had previously determined that Mr. Ordan qualified as an “independent” director under the NYSE’s listing standards and that he otherwise satisfied the membership requirements for service on the Compensation Committee.
Board Committees
The Board of Directors has three standing committees, with each committee described below. The members of each committee are also listed below. The committees consist solely of independent directors.
AUDIT COMMITTEE
Responsibilities Include:
Members:
v
Oversee the Company’s accounting and financial reporting process, auditing and internal control activities, including the integrity of our financial statements;
Richard J. Lieb, Chair*
v
Monitor the Company’s compliance with legal and regulatory requirements and the Company’s policies with respect to risk assessment and risk management;
David B. Henry*
v
Oversee the performance of the Company’s independent auditors and internal audit activities, as applicable;
Eugene A. Pinover
v
Responsible for engaging our independent registered public accounting firm;
v
Review with the independent registered public accounting firm the plans and results of the audit engagement;
v
Approve professional services provided by the independent registered public accounting firm, including the range of audit and non-audit fees;
Independent: All
v
Review and monitor the independent auditor’s qualifications and independence; and
Meetings in 2020: 4
v
Review the adequacy of our internal accounting controls.
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*Audit Committee Financial Expert as defined by the SEC
The Board has determined that each of the members of the Audit Committee is “financially literate” and has accounting or related financial management expertise, as such qualifications are defined under the listing standards of the NYSE.
The Audit Committee’s report on our financial statements for the fiscal year ended December 31, 2020 is discussed below under the heading “Audit Committee Report.”
COMPENSATION COMMITTEE
Responsibilities Include:
Members:
v
Approve and evaluate all compensation plans, policies and programs as they affect the Company’s executive officers;
Julie G. Richardson, Chair
v
Review and oversee management’s annual process for evaluating the performance of our executive officers and review and approve on an annual basis the remuneration of our executive officers;
Mary Hogan Preusse
v
Oversee our equity incentive plans, including, without limitation, the issuance of stock options, restricted shares of capital stock, restricted stock units, dividend equivalent rights and other equity-based awards;
Richard J. Lieb
v
Assist the Board of Directors and the Non-Executive Chairman in overseeing the development of executive succession plans;
v
Determine from time to time and make recommendations to the Board regarding the remuneration for our non-executive directors;
v
Periodically review human capital matters including but not limited to the Company’s demographics, diversity and inclusion initiatives, employee retention and employee compensation practices; and
v
Consider the most recent non-binding advisory vote on named executive officer compensation.
Independent: All
Meetings in 2020: 5
The Board has determined that each member of the Compensation Committee is an independent director under the listing standards of the NYSE. Pursuant to the NYSE listing standards, in determining the independence of the directors serving on the Compensation Committee, our Board of Directors considered all factors specifically relevant to determining whether a director has a relationship to us which is material to that director’s ability to be independent from our management in connection with the duties of a Compensation Committee member, including, but not limited to, such director’s source of compensation and whether such director is affiliated with us, one of our subsidiaries, or an affiliate of one of our subsidiaries. In addition, all of the members of our Compensation Committee are “non-employee directors” within the meaning of the rules of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
In carrying out its responsibilities, our Compensation Committee may delegate any or all of its responsibilities to a subcommittee to the extent consistent with the Company’s charter, Bylaws and any other applicable laws, rules and regulations. The Compensation Committee has also authorized the Chief Executive Officer to grant discretionary equity-based awards under the Company’s current Equity Plan adopted in 2011 (the “Equity Plan” or the “prior Plan”) without the approval of the Compensation Committee in an amount not to exceed $100,000 per award (and not to exceed total awards in a calendar year of $2.0 million) to employees who are not subject to the reporting requirements under Section 16 of the Exchange Act.
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Responsibilities Include:
Members:
v
Establish, implement and periodically review (and if appropriate, recommend to the Board changes) to our corporate governance policies and procedures;
David B. Henry, Chair
v
Provide counsel to the Board of Directors with respect to the organization, function and composition of the Board of Directors and its committees;
Mary Hogan Preusse
v
Oversee the annual evaluation of the Board of Directors and its committees;
Eugene A. Pinover
v
Identify and recommend to the Board of Directors potential director candidates for nomination; and
Julie G. Richardson
v
Oversee and approve related person transactions in accordance with our Related Person Transaction Approval Policy.
Independent: All
Meetings in 2020: 3
Board Evaluation Process. The Nominating and Corporate Governance Committee oversees an annual assessment by the Board and each of its standing committees to assess their effectiveness. Mr. Henry, as Chair of the Nominating and Corporate Governance Committee, interviewed each director individually and had an open discussion about the effectiveness of the Board, its committees and any matters that such director felt should be raised for the Board’s consideration. The areas addressed in the evaluation included but were not limited to, Board and committee structure and composition, meetings and processes, interaction with management and materials and resources. Following these discussions, Mr. Henry reported back to each committee and the Board the results of the evaluation, and the Board discussed the comments provided and any corresponding potential future action in response to the comments.
Director Nominations. Identifying and recommending director candidates for election to our Board is a primary responsibility of our Nominating and Corporate Governance Committee. The Company is in the unique position of having replaced its entire Board of Directors beginning in 2015. In connection with this wholesale reconstitution of the Board, the Company focused on assembling a group of directors with extensive experience in key areas for the Company’s strategic needs including, but not limited to, real estate, accounting and finance, capital markets, legal, and public company experience both as executives and directors. We have continued to focus on these key strategic areas as new directors have joined the Board. In identifying potential future director candidates, our Nominating and Corporate Governance Committee will continue to seek to achieve an effective, well-rounded, appropriately experienced and diverse Board.
In determining appropriate candidates to nominate to the Board of Directors and in considering stockholder nominees, our Nominating and Corporate Governance Committee may consider such criteria as it deems appropriate, which may include, without limitation, a nominee’s:
personal and professional integrity, ethics and values;
experience in corporate management, such as serving as an officer or former officer of a publicly traded company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment;
experience in the Company’s industry and with relevant social policy concerns;
experience as a board member of another publicly traded company;
academic expertise in an area of the Company’s operations;
whether the appointment of the candidate would increase the diversity of background, skills and experience of the Board as a whole;
practical and mature business judgment, including the ability to make independent analytical inquiries;
the nature of and time involved in a director’s service on other boards and/or committees and whether a candidate’s service obligations to other boards complies with the Board’s then outstanding policy on service on boards of other public companies; and
with respect to any person already serving as a director of the Company, the director’s past attendance at meetings and participation in and contribution to the activities of the Board and any committees on which he or she has served.

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In addition, the Nominating and Corporate Governance Committee has identified certain key skills that the Board should possess overall and which are set forth in “Proposal 1 - Election of Directors” above.
Our Nominating and Corporate Governance Committee evaluates each nominee in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
With respect to the consideration of director nominees nominated by stockholders, our Nominating and Corporate Governance Committee will consider such candidates provided that the stockholder submitting a nomination has complied with procedures set forth in the Company’s Bylaws. See “Stockholder Proposals for the 2022 Annual Meeting” for additional information regarding stockholder nominations of director candidates.
Communications with the Board of Directors
Stockholders and all interested parties may communicate with the Board of Directors or any individual director regarding any matter that is within the responsibilities of the Board. Stockholders and interested parties should send their communications to the Board of Directors, or an individual director, c/o VEREIT, Inc., 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016, Attention: Lauren Goldberg, Executive Vice President, General Counsel and Secretary. Ms. Goldberg will deliver all appropriate communications to the Board of Directors or the individual director no later than the next regularly scheduled meeting of the Board of Directors. If the Board of Directors modifies this process, the revised process will be posted on the Company’s website.
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CORPORATE RESPONSIBILITY
The Company has a strong commitment to serve our tenants, stakeholders, and employees through our business approach which is disciplined, transparent, and consistent. This model permeates into every part of our business, including company culture, environmental initiatives, and our community involvement. The following highlights demonstrate our commitment to sound ESG practices. Additional information can also be found on our website at www.vereit.com. The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of this proxy statement.
Environmental
Corporate Headquarters - LEED green building certifications at the Company’s corporate headquarters and New York corporate office certify that the buildings are highly efficient and cost-saving green buildings.
COMMITMENT TO SUSTAINABLE TRANSPORTATION
In 2020, VEREIT received the Outstanding Travel Reduction Award from the Phoenix Department of Transportation.
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Trip Reduction Program - The Company participates in the Phoenix Valley Metro’s Clean Air Campaign Trip Reduction Program to encourage alternative modes of transportation for employees.
Tenant Environmental Practices - Tenants play a primary role in the environmental practices of the properties included in the Company’s portfolio. The organization’s Property Management team engages with top tenants to participate in programs such as LEED certification, GHG reporting, carbon intensity testing, water efficiency and FSC certification to maintain environmental standards.
Climate Preparedness - The Company manages the impact of natural disasters, including flooding and severe storms, by developing emergency response plans and maintaining property and rental value insurance.
RISK MANAGEMENT
Ongoing training and awareness of cybersecurity is addressed by the Company’s robust cyber risk management program that is aligned to the National Institute of Standards and Technology (NIST) Cybersecurity Framework.
 
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Corporate Recycling Program - At the Company’s corporate headquarters, audits are completed regularly to ensure electronics, batteries, ink, toner and paper are recycled properly. Since 2019, more than 600 pieces of IT equipment and Facilities appliances have been recycled through this program.
Measurable Impact - In 2020, the Company saved more than 2,000 pounds of wood through the use of digital signature software. Additionally, through the Shred-It document shredding and recycling initiative, the Company saved more than 17 trees from destruction in the last year.
Social
COMMUNITY INVOLVEMENT Since 2015, employees have contributed more than 1,300 service hours to local nonprofit organizations, like Clean the World.
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Industry Growth - We participate in local university partnerships and manage an internship program to support the development of future real estate professionals.
Employee Wellness and Satisfaction - The Company encourages employee wellness in every aspect of life, including physical fitness, mental well-being and social connectedness.
Diverse Hiring Practices - The Company has a commitment to equal employment opportunities and does not discriminate against any person based on race, color, religion, sex, national origin, age, disability, sexual orientation, gender identification or expression, genetic information or any other basis made unlawful by federal, state or local law, ordinance or regulation.
EMPLOYEE SATISFACTION
In part because of programs like vibe, the Company’s wellness initiative,we have received multiple corporate culture awards.
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Nonprofit Contributions - Through a Matching Gift program, employees generously contribute financially to eligible nonprofit organizations and contributions are matched. Since the program launched in 2015, approximately $500,000 has been donated to nonprofit organizations.
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Training and Education - To encourage employees to become more proficient in their jobs and prepare for greater responsibility, the Company offers reimbursement to individuals who seek career development opportunities through obtaining certain professional certifications, designations or licenses.
EMPLOYEE RECOGNITION
 Twice a year the Company recognizes employees that exemplify our values with the Veritas Award. This award recognizes individuals for their outstanding contributions to the organization.
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Human Rights - The Company is committed to protecting the human rights of its employees and any individual impacted by the business. The Company complies with all U.S. laws regarding human rights and strives to create a supply chain that abides by the same standards. The Company observes regulations created to protect vulnerable individuals, including laws to prevent human trafficking and child labor.
Governance
DEDICATED TO DIVERSITY
The Company has been designated as a “winning” company by the 2020 Women on Boards organization for having more than 20% of women on its Board of Directors.
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Enterprise Risk Management - The Board of Directors and its committees oversee the management of significant risks that are applicable to the Company and work with management to develop strategies for identifying and mitigating such risks. To facilitate this process, the Board has delegated to its committees the assessment and management of certain risks with the Audit Committee being charged with the responsibility for monitoring the Company’s overall risk profile.
Shareholder Engagement - Our shareholder engagement program includes both direct engagement with investors, as well as providing investors on a quarterly basis a detailed supplemental filing and investor presentation to facilitate disclosure about our business and operations.
ENVIRONMENTAL RESPONSIBILITY
Our corporate headquarters and New York corporate office have been certified as platinum LEED green buildings by the U.S. Green Building Council.
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Work Environment - The Company is firmly committed to providing equal opportunity in all aspects of employment and prohibits discrimination or harassment of any kind in the workplace, any setting in which work related business is being conducted (whether during or after normal business hours), as well as any online and electronic interactions.
Whistleblower Protection - The Company has made a website and a telephone hotline available for reporting illegal or unethical behavior on a confidential, anonymous basis. The Company prohibits retaliation of any kind against individuals who in good faith report any known or suspected illegal or unethical conduct.
INDUSTRY
 IMPACT
The Company contributes to steering the REIT industry on ESG issues through participation in Nareit’s Real Estate Sustainability Council. This group helps shape the REIT industry on ESG topics and is made up of corporate member thought leaders.
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Ethics - The Company has fostered a culture that is respectful, ethical, dedicated, collaborative and hard-working. The Company has established a Code of Conduct that guides daily business with tenants, stockholders, vendors and employees. This Code of Conduct, which is certified to annually by all employees and directors, was created to promote ethical conduct.
Insider Trading Policy - The Company’s Insider Trading Policy prohibits directors, officers, employees and other persons that may have access to the Company’s material, nonpublic information such as contractors and consultants from trading in securities of the Company or any other company while in possession of material nonpublic information.
Commitment to Sound Corporate Governance Policies - The Company remains committed to sound corporate governance policies and has, among other things, opted-out of Maryland’s anti-takeover statutes, adopted majority voting for uncontested director elections, adopted proxy access and stockholder rights plan limits and requires that all directors are elected annually.

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EXECUTIVE OFFICERS
The following table sets forth the names and ages of each of the executive officers as of the date of this proxy statement and the position and office that each currently holds with the Company. Subject to certain rights set forth in their respective employment agreements, our executive officers serve at the pleasure of the Board of Directors.
NameAgePositions
Glenn J. Rufrano71Chief Executive Officer and Director*
Michael J. Bartolotta64Executive Vice President and Chief Financial Officer
Lauren Goldberg53Executive Vice President, General Counsel and Secretary
Paul H. McDowell61Executive Vice President and Chief Operating Officer
Thomas W. Roberts62Executive Vice President and Chief Investment Officer
__________________________
* See biographical summary under “Proposal 1: Election of Directors.”
Michael J. Bartolotta
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Mr. Bartolotta has served as the Company’s Executive Vice President and Chief Financial Officer since October 2015. Mr. Bartolotta previously served as Executive Vice President and Chief Financial Officer of Cushman & Wakefield Inc. (“Cushman”), a global leader in commercial real estate services, from February 2012 until September 2015. Mr. Bartolotta also served on Cushman’s Board of Directors and served as Chairman of the Audit Committee from March 2007 until he assumed his position as Executive Vice President and Chief Financial Officer of Cushman in February 2012. Before becoming Cushman’s Chief Financial Officer, Mr. Bartolotta served as Vice President and Chief Financial Officer for EXOR, Inc., the U.S. arm of EXOR S.p.A. from 1991 to February 2012. Mr. Bartolotta received a Bachelor of Science degree in Accounting from New York University and is a Certified Public Accountant in New York.
Lauren Goldberg
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Ms. Goldberg has served as the Company’s Executive Vice President, General Counsel and Secretary since May 2015, overseeing the Company’s legal and regulatory affairs, compliance and risk management. Prior to joining the Company, Ms. Goldberg served as Executive Vice President, General Counsel and Chief Compliance Officer for global cosmetics company, Revlon, Inc. from March 2011 through December 2013. Ms. Goldberg served as Senior Vice President - Law for MacAndrews & Forbes Inc. from November 2009 until February 2011, and as an Assistant United States Attorney for the United States Attorney’s Office in the Southern District of New York, from October 2000 until October 2009. Prior to her service in the U.S. Attorney’s Office, Ms. Goldberg worked as an associate at Stillman & Friedman, P.C. and at Fried, Frank, Harris, Shriver & Jacobson LLP. Ms. Goldberg also has prior accounting experience as an associate at Coopers & Lybrand. She currently serves as a director of the New York Legal Assistance Group and as a member of its Audit Committee. She received her Juris Doctor from Columbia Law School and her undergraduate degree in accounting from the Wharton School, University of Pennsylvania.
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Paul H. McDowell
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Mr. McDowell has served as the Company’s Executive Vice President and Chief Operating Officer since October 2015. He previously served as the Company’s Co-Head, Real Estate from January 2015 to September 2015 and the Company’s President, Office and Industrial Group from November 2013 until December 2014. Prior to joining the Company, Mr. McDowell was a founder of CapLease Inc. (“CapLease”), a publicly traded net-lease REIT, where he served as Chief Executive Officer from 2001 to 2014 and as Senior Vice President, General Counsel and Secretary from 1994 until 2001. Mr. McDowell served on the CapLease Board of Directors from 2003 to 2014 and was elected Chairman of the Board in December 2007. He served on the Board of Directors of CapLease’s predecessor from 2001 until 2004. From 1991 until 1994, Mr. McDowell was corporate counsel for Sumitomo Corporation of America, the principal U.S. subsidiary of one of the world’s largest integrated trading companies. From 1987 to 1990, Mr. McDowell was an associate in the corporate department at the Boston law firm of Nutter, McClennen & Fish LLP. He previously served as a member of the Dean’s Advisory Council for Tulane University School of Liberal Arts. He received his Juris Doctor with honors from Boston University School of Law in 1987, and received a Bachelor of Arts from Tulane University in 1982.
Thomas W. Roberts
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Mr. Roberts has served as the Company’s Executive Vice President and Chief Investment Officer since October 2015. Previously he served as the Company’s Executive Vice President, Real Estate from the Company’s acquisition of Cole Real Estate Investments, Inc., a publicly traded Maryland corporation (“Cole”), until October 2015. He also served as the Chief Executive Officer and President and director of CCPT IV from December 2014 to February 2018. During his tenure at Cole and the Company, which began in 2009, he was responsible for the acquisition and disposition of over $30 billion of office, industrial and retail properties. Mr. Roberts is a 30-year veteran of the real estate industry. Prior to joining Cole, Mr. Roberts served as President and Chief Executive Officer of Opus West Corporation (“Opus”), a Phoenix-based real estate developer, from March 1993 until May 2009. During his career at Opus, he was responsible for the design, construction and development of more than 50 million square feet of commercial real estate valued in excess of $8 billion. From 1986 until 1990, Mr. Roberts worked as Vice President, Real Estate Development for the Koll Company. Mr. Roberts received a Bachelor of Science degree in Finance with a specialization in real estate from Arizona State University.





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PROPOSAL 2 
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Deloitte was first appointed as our independent registered public accounting firm effective June 1, 2015, to audit the financial statements of the Company and VEREIT Operating Partnership, L.P. (the “Operating Partnership”) for the fiscal year ending December 31, 2015. Stockholder ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws or otherwise. However, the Board is submitting the appointment of Deloitte to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee may reconsider whether or not to retain Deloitte in the future. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company.
Fees
Aggregate fees for professional services rendered by Deloitte for the years ended December 31, 2019 and December 31, 2020, were as follows (in thousands):
20192020
Type of Service
Audit Fees(1)
$2,953 $3,010 
Audit-Related Fees(2)
41 298 
Tax Fees— — 
All Other Fees(3)
Total$3,002 $3,315 
__________________________
(1)Includes fees for professional services rendered for the audits of the Company’s and the Operating Partnership’s annual consolidated financial statements, the reviews of the Company’s and the Operating Partnership’s quarterly consolidated financial statements and other services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements, including comfort and other procedures associated with registration statements and consents.
(2)Includes fees for due diligence and consulting services related to the evaluation or implementation of accounting and reporting standards.
(3)Includes consulting service fees related to the evaluation of information technology needs, research software fees and educational seminar fees.

Pre-Approval Policies and Procedures
To help ensure the independence of the independent auditor, the Audit Committee’s charter requires that the Audit Committee pre-approve all audit and non-audit services to be performed by its independent auditor prior to the engagement of such independent auditor by the Company or its subsidiaries. The Audit Committee has pre-approved all services provided to us by Deloitte.
A representative of Deloitte is expected to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.
Vote Required
The affirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the appointment of Deloitte as our independent registered public accounting firm.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.
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AUDIT COMMITTEE REPORT*
Management is responsible for the Company’s accounting and financial reporting processes, including its internal control over financial reporting, and for preparing the Company’s consolidated financial statements. Deloitte, the Company’s independent auditor, is responsible for performing an audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and for expressing an opinion as to whether the Company’s consolidated financial statements are fairly presented in all material respects in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In this context, the responsibility of the Audit Committee is to oversee the Company’s accounting and financial reporting processes and the audits of the Company’s consolidated financial statements.
In the performance of its oversight function, the Audit Committee reviewed and discussed with management and Deloitte the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020. Management and Deloitte represented to the Audit Committee that the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020 were prepared in accordance with GAAP. The Audit Committee also discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the U.S. Securities and Exchange Commission.
The Audit Committee received the written disclosures and a letter from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte's communications with the Audit Committee concerning independence, and has discussed with Deloitte its independence.
Based on the Audit Committee’s review and the discussions described above, and subject to the limitations on its role and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors that the audited financial statements as of and for the year ended December 31, 2020 be included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2020 for filing with the SEC.
Submitted by the Audit Committee
Richard J. Lieb (Chair)
David B. Henry
Eugene A. Pinover
__________________________
*     The information contained in the Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.
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COMPENSATION DISCUSSION AND ANALYSIS
In this Compensation Discussion and Analysis, we describe our compensation practices, programs and decisions for executive officers who served as our named executive officers (“NEOs”), listed below, during the fiscal year ended December 31, 2020.
2020 Named Executive Officers
Glenn J. Rufrano, Chief Executive Officer
Michael J. Bartolotta, Executive Vice President and Chief Financial Officer
Lauren Goldberg, Executive Vice President, General Counsel and Secretary
Paul H. McDowell, Executive Vice President and Chief Operating Officer
Thomas W. Roberts, Executive Vice President and Chief Investment Officer
2020 Fiscal Year Highlights
Our Business. We are a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. We own and actively manage a diversified portfolio of 3,831 retail, restaurant, office and industrial real estate properties with an aggregate of 89.5 million square feet, of which 98.1% was leased as of December 31, 2020, with a weighted-average remaining lease term of 8.4 years.
Summary of Financial and Operational Results. 2020 was a challenging year as the unexpected COVID-19 pandemic negatively affected our business as well as certain of our tenants. At the outset of the year, the Company was poised to go on the offensive following the resolution of the Company’s legacy legal issues in 2019. Although the Company expected decreased adjusted funds from operations (“AFFO”) per share in 2020 as compared to 2019, that decrease was the result of significant deleveraging activities, accomplished in large part through the sale of assets, as well as significant equity raised in 2019 in order to fund the litigation settlement payments resolving the outstanding legacy litigation. The resolution of these legacy legal issues was the culmination of the Company’s accomplishment of the business plan it set out in 2015, which included among other things significantly reducing leverage, restoring its investment grade rating, simplifying the business by selling its investment management business, Cole Capital, and creating a more diversified portfolio. The Company expected 2020 to be the initial year upon which it would thereafter begin to grow. With the unexpected onset of COVID-19 at the end of the first quarter of 2020, however, the Company adjusted its business plan and took certain steps to preserve and ensure adequate access to liquidity, transitioned its workforce to a remote work environment, and managed tenant requests for rent relief. The Company additionally decreased its dividend, which was already at a payout ratio above its peers, to provide additional liquidity. Notably, within the four trading days of the announcement of the dividend reduction, the Company’s share price increased approximately 18% as compared to the FTSE Nareit All Equity REITs Index, a market capitalization-weighted index of U.S. equity REITs (the “Nareit Equity Market Index”) return of approximately 6% during this same period.
While the Company’s strategy for 2020 transitioned from growth to managing the impact of COVID-19, the Company’s prior work of repositioning the portfolio, having 30% to 40% of investment grade tenants and reducing any single tenant exposure to less than 5% of annual rental income, aided the Company’s strong quarterly rent collections in 2020 in spite of the impact of COVID-19 on certain of our tenants’ businesses. Due to the Company’s well diversified portfolio, rent collections were 87% for the second quarter, 95% for the third quarter, and 98% for the fourth quarter, consistently at the top of its peer set and with minimal deferral of rent payments both in absolute terms and as compared to peers. Further, as the Company managed tenant rent relief requests, it saw an improvement to its weighted average lease term of 8.4 years from 8.3 years at the end of 2019. While the impact of COVID-19 caused the Company to withdraw its 2020 guidance at the onset of the pandemic, it ended the year with AFFO per share of $3.11, which was below the Company’s initial guidance of $3.20 to $3.30, but better than the Company’s updated 2020 guidance issued at the end of the third quarter of $3.10 per share. The Company achieved this result without any temporary or permanent reduction in headcount. In addition, the Company maintained throughout the COVID-19 pandemic its investment grade rating and outlook and received an incremental upgrade to its investment grade rating level.
Although 2020 presented a number of challenges in light of COVID-19, it also saw the following significant accomplishments:
üPortfolio enhancements
Rent collections were 87% for the second quarter, 95% for the third quarter, and 98% for the fourth quarter, one of the highest among its peers.
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Continued to reposition the Company’s portfolio through strategic acquisitions and dispositions with $438.4 million of dispositions and $342.5 million of acquisitions in 2020 as well as the acquisition of a mezzanine position in two last-mile distribution facilities for $10.0 million and a preferred equity interest in one distribution center for $22.8 million.
Acquired $246.8 million for the industrial partnership and $33.1 million for the office partnership.
Occupancy level of 98.1%.
Weighted average lease term increased from 8.3 to 8.4 years.
üCapital market activity
The Company redeemed an aggregate of 12.0 million shares of the Company’s 6.70% Series F Preferred Stock in 2020 and effected the Reverse Stock Split.
The Company issued 13.3 million shares of common stock in 2020 under the Company’s “at the market” (“ATM”) continuous equity offering programs for net proceeds of $478.7 million, providing capital for anticipated acquisition growth in 2021.
Fully repaid the Company’s 3.75% convertible senior notes due 2020.
Repaid the outstanding balance of $900.0 million of the term loan and terminated $900.0 million in interest rate swaps and $400.0 million of forward starting interest rate swaps.
Continued to further stagger the Company’s debt maturity profile and accessed the capital markets by issuing an aggregate of $1.8 billion in aggregate principal amount of senior notes. Weighted average debt term increased from 4.8 to 6.0 years. The Company’s $1.2 billion senior notes offering in November 2020 was at a weighted average interest rate of 2.7%, the lowest cost achieved since the beginning of the Company’s turnaround.
Looking forward, the Company believes it is well positioned for growth in 2021 with significant cash on the balance sheet, an undrawn revolver at fiscal year end and the first expected AFFO per share growth since 2015. The Company also increased its dividend by 20% in the first quarter of 2021.
Summary of 2020 Compensation Results. We believe that we have strong pay for performance alignment. In spite of the challenges faced in 2020, the years of successfully repositioning the Company’s portfolio yielded the strong results in 2020 and provide a platform for future value creation and growth. Our compensation results for 2020 directly reflect the performance results described above.
Beginning in 2020, the Company implemented a new annual incentive award program with 70% of the payout based on an objective criteria of AFFO per share and the remaining 30% based on individual performance. Despite the withdrawal of the Company’s original AFFO guidance because of COVID-19, for purposes of determining 2020 NEO compensation, the Compensation Committee continued to adhere to the compensation targets set at the beginning of the year prior to the onset of the pandemic and did not exercise any additional discretion in determining 2020 annual incentive awards beyond that provided for in the original program structure which was set prior to any impact from COVID-19. An additional change for 2020 is that the Compensation Committee did not include stock options as an element of long-term incentive compensation.
The 2018 performance-based restricted stock unit awards, which had a performance period of January 1, 2018 through December 31, 2020, vested at 75.24% of target with the remainder of the awards being canceled. The performance-based restricted stock unit awards granted in 2019 and 2020 for performance periods that end December 31, 2021 and 2022, respectively, are outstanding. Objective vesting criteria for each of these awards is tied to our total stockholder return (“TSR”) as compared to a market index and our net-lease REIT peers (as discussed further below). Further, the performance-based restricted stock unit award granted in February 2020 to our Chief Executive Officer provides that in the event the Company’s TSR during the three-year performance period is negative, the maximum amount of the award that may vest cannot exceed target or 100%.
See “Elements of Compensation - Annual Incentive Award” and “- Long-Term Equity Incentive Awards” below for additional details on the compensation elements and results for 2020. See Appendix A for certain definitions and additional information about the Company’s non-GAAP measures. Portfolio concentrations discussed throughout this proxy statement are based on Annualized Rental Income as discussed in Appendix A.
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Executive Compensation Practices
As described below, the Company developed and maintains the comprehensive compensation and governance framework that we believe is aligned with sound market practices and standards.
Objective framework as a basis for determining annual incentive awardsEstablished a new annual incentive award program in 2020 that provides the opportunity to earn an annual incentive award based on achievement of an objective pre-established AFFO per share financial goal and tailored individual objectives. The pre-established AFFO per share objective determines 70% of each NEO’s annual incentive award. The remaining 30% is awarded based on achievement of individual goals and objectives.
Tie pay to performance
In addition to an objective framework to determine annual incentive plan awards, a significant portion of our long-term incentive awards for executive officers, including two-thirds of the long-term incentive award for our Chief Executive Officer, is tied to our TSR performance relative to a market index and our net-lease peers.
Engage an independent compensation consultant firm
The Compensation Committee engages Semler Brossy Consulting Group (“Semler Brossy”), an independent compensation advisor, to provide independent, third-party advice on executive compensation.
Executive compensation designed to be competitive with our peer group
The Compensation Committee, with the advice of Semler Brossy, uses peer group and survey data to ensure that our pay is competitive with comparable companies based on asset size, revenue and enterprise value.

Offer limited perquisites
We provide modest perquisites to our executives, including our Chief Executive Officer and our other executive officers.

Maintain robust stock ownership requirements for our executive officers and non-employee directors
We have stock ownership guidelines of 6x base salary for the Chief Executive Officer, 3x base salary for the Chief Financial Officer, 2x base salary for other executive officers and 5x the annual cash retainer for non-employee directors, which are required to be achieved within a five-year time period.

Double trigger vesting upon change in control
Equity awards are subject to “double trigger” vesting requiring a qualified termination of employment following a change in control before vesting is accelerated for executive officers.

Provide reasonable severance benefits
Severance benefits, including following a change in control, have been reviewed against peer groups and are reasonable compared to market. We intend to continue to reference reasonable market practice for any future employment agreements or other arrangements.
Prohibit pledging and hedging of our securities
We have adopted a policy applicable to our directors, officers, any other individuals subject to the reporting requirements under Section 16 of the Exchange Act and any other designated employees (and any of their respective beneficially-owned entities), which prohibits:
pledging the Company’s securities for any purpose not approved by the Board of Directors or the Compensation Committee; and
engaging in short sales with respect to our securities, purchasing our securities on margin or otherwise hedging our securities, including through options or derivative transactions.

Prohibit repricing of stock options
We have adopted a policy prohibiting the Board of Directors or the Compensation Committee from reducing the aggregate exercise, base or purchase price of any award granted under an equity incentive plan of the Company without the approval of the Company’s stockholders, except for equitable adjustments permitted under our policy and equity incentive plan in connection with an enumerated corporate reorganization event.

Adopted a clawback policy
We have adopted a clawback policy providing for the potential recoupment of officer compensation in the event the Company is required to prepare a financial restatement due to the material non-compliance of the Company with any financial reporting requirement. For additional information, see “Clawback Policy” below.
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No gross ups of “golden parachute” excise taxes upon a change in control
The employment agreements for our executive officers do not provide for tax gross ups in the event of a change in control.
Compensation Philosophy, Consultants and Peer Group
Philosophy. We believe that the quality, skills and dedication of our NEOs are critical factors that affect the long-term value of the Company. We therefore design our executive compensation program to attract and retain high quality executive officers and set compensation at levels that are comparable to those of other companies that operate in our industry or that compete for the same talent pool. In setting compensation, the Compensation Committee seeks to design an executive compensation program that strikes a balance between short-term and long-term objectives and contains a mix of individual, business and corporate goals. In developing an executive compensation program, the Compensation Committee also seeks to reward strong corporate performance but with defined parameters to avoid excessive risk, and reward individual and team performance. Our compensation philosophy seeks to link a significant portion of each executive officer’s total compensation to Company results that will create stockholder value in both the short and long term.
Compensation Consultant. To assist with the design of our executive compensation program as well as setting compensation levels, the Compensation Committee has engaged Semler Brossy, an executive compensation consulting firm, as its compensation consultant to provide independent, third-party advice on executive compensation. The Compensation Committee assessed the independence of Semler Brossy pursuant to the rules prescribed by the SEC and the NYSE and determined that no conflict of interest existed that would prevent Semler Brossy from serving as an independent consultant to the Compensation Committee.
Competitive Benchmarking. The Compensation Committee, with the assistance of Semler Brossy, conducts an annual review of pay levels and practices for our NEOs relative to a customized peer group of similar REITs as well as survey data published by Nareit which assists with the benchmarking for executive positions that are not reported in public peer proxies with sufficient frequency to develop meaningful competitive benchmarks. This review provides valuable information to the Compensation Committee in formulating its decisions about NEO compensation as it monitors pay practices across the Company’s peers and industry.
The public company peer group was developed in consultation with Semler Brossy based on an annual assessment of REITs with similar asset mix (retail, office and net-lease markets) and comparable size in terms of assets and total enterprise value to the Company. The Compensation Committee annually evaluates and monitors the peer group with the assistance of Semler Brossy and, in 2020, as part of this evaluation, added National Retail Properties, Inc. and STORE Capital Corp. The Compensation Committee added these companies as their businesses and total assets make them appropriately sized comparators and they also are part of the Company’s performance peer group described in further detail below. The Compensation Committee approved the following “Compensation Peer Group” for purposes of assessing competitive pay practices:
Boston Properties, Inc.Prologis, Inc.STORE Capital Corp.
Brixmor Property Group, Inc.Realty Income CorporationThe Macerich Company
Healthpeak Properties, Inc.Regency Centers CorporationVentas, Inc.
Kimco Realty CorporationSimon Property Group, Inc.Vornado Realty Trust
National Retail Properties, Inc.SL Green Realty Corp.Welltower Inc.
Paramount Group, Inc.Spirit Realty Capital, Inc.W.P. Carey, Inc.
The Compensation Committee reviewed the compensation levels for each NEO position relative to the Compensation Peer Group or survey data for each component of pay: annual base salary, annual incentive awards and long-term equity incentive awards (which included time-based and performance-based restricted stock unit awards) and used such data as a guide in its determination of total target direct compensation and target total cash for total NEO compensation as compared to total NEO long-term incentive awards. The Compensation Committee considered each NEO’s level and job performance, his or her duties and responsibilities at the Company compared to the duties and responsibilities of executive officers in similar positions at the Compensation Peer Group companies and in the survey data, other circumstances unique to the Company, and evaluated whether the compensation elements and levels provided to our NEOs were generally appropriate relative to their responsibilities at the Company and compensation elements and levels provided to their counterparts in the Compensation Peer Group or within survey data. The Compensation Committee considers both objective and subjective criteria to evaluate Company and individual performance, which allows it to exercise discretion with respect to certain aspects of the compensation program and not rely
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solely on rigid formulas and quantitative analyses. Accordingly, the Compensation Committee does not formulaically tie compensation decisions to any particular range or percentile level of total compensation paid to executives at the Compensation Peer Group companies or survey data.
Stockholder Say-on-Pay Vote
We provide our stockholders with the opportunity to vote annually on a say-on-pay proposal. At our 2020 annual meeting of stockholders held on May 21, 2020, approximately 96% of the votes cast by stockholders on the advisory vote on named executive officer compensation (the “say-on-pay proposal”) were in favor of the compensation of our NEOs.
Changes for 2020
As the Company looked toward setting compensation for 2020, the Company remained committed to structuring a compensation program that strikes a balance between short-term and long-term objectives, contains a mix of individual, business and corporate goals and that will allow the Company to retain its high quality executive officers. The Company made the changes described below to the Company’s NEO compensation program and disclosures effective in 2020 to further align executive compensation with the objective of creating long-term stockholder value.
üEnhanced compensation disclosures in our proxy statement.
In response to concerns over falling AFFO per share targets year over year, we increased our disclosure to better explain why these decreasing performance goals were expected and an intentional part of our strategy for restructuring our business and enhancing value for our stockholders.
üRestructured our annual incentive award to reduce degree of discretion.
Effective in 2020, the Company modified the structure of its annual incentive award program to give greater weight to an objective pre-established AFFO per share metric, significantly reducing the discretionary aspect of the program. The new program provides the opportunity to earn an annual incentive award based on achievement of a pre-established AFFO per share financial goal and tailored individual objectives. The pre-established AFFO per share objective determines 70% of each NEO’s annual incentive award on a pre-determined, formulaic basis, with a maximum payout of this portion of the award of 150% of target. The remaining 30% is awarded based on achievement of individual goals and objectives, with a maximum payout of this portion of the award of two times target. Consistent with previous years, the Compensation Committee approves specific performance measures, individual goals and a range of award opportunity (based on a percentage of base salary) for each NEO.
üAdded a cap on payouts for performance-based restricted stock units if TSR is negative for the Chief Executive Officer.
The performance-based restricted stock unit award granted in February 2020 to our Chief Executive Officer provides that in the event the Company’s TSR during the three-year performance period is negative, the maximum amount of the award that may vest cannot exceed target or 100%.
üDiscontinued grants of stock options.
For 2020, the Compensation Committee did not include stock options as an element of long-term incentive compensation.  Stock options, were awarded in 2019 and 2018 due to the unique circumstances faced by the Company as a result of the accounting issues that occurred under the Company’s prior management, specifically that the accomplishments achieved by the Company were not adequately reflected in the Company’s common stock price due, at least in part, to the overhang of litigation arising out of those accounting issues.
Elements of Compensation
For 2020, our NEO compensation consisted of three components, with the majority of NEO compensation in the form of variable pay to emphasize our commitment to pay for performance: base salary, an annual incentive award and long-term equity incentive awards, which included time-based and performance-based restricted stock unit awards.
Base Salary
The base salary payable to each NEO provides a fixed component of compensation that reflects the executive’s position and responsibilities and is based on market analysis. In February 2020, after having maintained base salaries at the same levels for five years for all NEOs except one whose base salary had remained the same for the past three years and in recognition of their high level of performance over the five-year period, the Compensation Committee determined to increase annual base
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salary amounts for each of the NEOs, except for the Chief Executive Officer. The base salaries for the NEOs are set forth below.
Name2020 Base Salary2019 Base Salary2018 Base Salary
Glenn J. Rufrano$1,000,000$1,000,000$1,000,000
Michael J. Bartolotta$525,000$500,000$500,000
Lauren Goldberg$525,000$500,000$500,000
Paul H. McDowell$525,000$500,000$500,000
Thomas W. Roberts$525,000$500,000$500,000
Annual Incentive Award
The Company pays an annual incentive award to reward executives for achieving or surpassing performance goals. Beginning in 2020, the Compensation Committee modified the structure of its annual incentive award program to give greater weight to an objective pre-established AFFO per share metric, thereby significantly reducing the discretionary aspect of the program. The new program is as set forth below:
Objective Company Achievement of AFFO Target - Weighted 70%
Individual Performance (Financial and Business Metrics and Individual Goals) - Weighted 30%
üOpportunity to earn an annual incentive award based on achievement of a pre-established AFFO per share financial goal and tailored individual objectives
üThe maximum payout for any NEO may not exceed 165% of such officer’s target annual incentive award opportunity.
üThe Compensation Committee approves individual, financial and business goals for each NEO.
üAll of the compensation awarded under the program is at-risk.
üNo guaranteed minimum annual incentive award.
Annual awards are generally paid in cash in March for the prior year’s performance. However, beginning with the 2019 annual incentive award, Mr. Rufrano’s award was paid in time-based restricted stock units, that vest ratably over four years, granted in February for the prior year’s performance. The objective of satisfying Mr. Rufrano’s award in restricted stock units is to further align his interests with the long-term interests of shareholders.
AFFO Per Share Scorecard (70%). At the beginning of 2020, prior to the onset of the pandemic, the Compensation Committee set an AFFO per share target for the Company of $3.20 to $3.30 consistent with the Company’s original 2020 guidance. Based on the structure of the program, 70% of each NEOs award is paid if the Company achieves this target. According to the formula used in the program, payment of this portion of the annual incentive award is increased or decreased by 10% as applicable for each five cent increase or decrease of AFFO above or below the target range, up to a maximum of 150% and down to 50% for this portion of the award, and thereafter to zero under the formula. The Company’s AFFO per share for the year ended December 31, 2020, was $3.11, thereby achieving AFFO per share at 80% and resulting in a payout of 56% of target for each of the NEOs for this objective portion of the program. For purposes of determining 2020 annual incentive awards for each NEO, the Compensation Committee continued to adhere to the compensation targets set at the beginning of the year prior to the onset of the pandemic and did not alter the original targets or exercise any additional discretion beyond that provided for in the original program structure.
Individual Scorecard (30%). For the individual scorecard, which under the new structure of the annual incentive program accounts for 30% of each NEO’s annual incentive program award and is capped at two times target, the Compensation Committee set individual performance goals to consider financial metrics (weighted 35%), key business metrics (weighted 35%) and individual performance (weighted 30%). Financial metrics generally consist of financial goals for the Company as a whole, whereas key business metrics may be targeted operational or strategic metrics related to a NEO’s area of responsibility. Individual discretionary metrics are generally additional qualitative goals and objectives for each NEO. Although the Compensation Committee considers the achievement of certain financial, key business and individual discretionary metrics for each NEO and the associated weightings, these weightings are discretionary and only provide general guidelines.
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As part of the Compensation Committee’s assessment, each NEO undergoes a review of his or her performance during the year, which includes Mr. Rufrano’s review of each executive’s performance. Based upon the executive’s performance and evaluation rating, his or her award can decrease or increase up to the maximum payout of two times target for this portion of the award. Actual assessment and payout determinations for the individual scorecard are at the discretion of the Compensation Committee with input from the Chief Executive Officer. The assessment also takes into consideration each NEO’s adherence to our core values, which include being: respectful, ethical, dedicated, collaborative, and hard working. See below for additional information about items considered by the Compensation Committee as part of the individual assessments for each NEO.
To inform the Compensation Committee’s determination of actual 2020 annual incentive award payouts, the Compensation Committee used the following objectives as guidelines for the calculation of 30% of the NEOs’ awards:
Financial Metrics (Individual Scorecard: 35% weighting). The Compensation Committee considered the following Company financial metrics for 2020 in determining each of the NEO’s actual annual award: (i) the Company’s AFFO per diluted share of $3.11 per share was below the target range of $3.20 to $3.30; (ii) Normalized EBITDA was $1.0 billion; and (iii) the Company achieved Net Debt to Normalized EBITDA of 5.64x, which was in line with the Company’s initial February 2020 guidance of 5.5x to 6.0x. In addition, the Compensation Committee considered the Company’s general and administrative expenses, which results were $61.3 million, approximately $1.4 million below the Company’s general and administrative expenses for 2019. Each of these metrics are non-GAAP measures used by management to measure the financial performance of the Company. Additional information about each metric is included in Appendix A.
Key Business Metrics (Individual Scorecard: 35% weighting). The various business metrics considered included, but were not limited to:
certain operational metrics, such as tenant occupancy rates (which the Company targeted to be approximately 98.0% and was in line with guidance for 2020) and same store contract rental revenue growth (targeted at 0.3% to 0.8% and was (1.3)% for 2020);
dispositions for the year of $438.4 million (the Company’s original guidance targeted $250.0 million to $350.0 million of dispositions), and acquisitions for the year of $342.5 million (the Company’s original guidance targeted $1.0 billion to $1.3 billion of acquisitions), which was below the Company’s original guidance as it paused its acquisition program for the second and third quarters of 2020 in light of the ongoing COVID-19 pandemic and in order to preserve cash;
management of the Company’s debt maturities, including improving the Company’s weighted average debt term which increased to 6.0 years in 2020 from 4.8 years in 2019, and development of financing plans for certain of the Company’s debt;
access to the debt and equity capital markets, including through the Company’s continuous equity offering program; issuance of $600.0 million aggregate principal amount of 3.40% senior notes due 2028, $500.0 million aggregate principal amount of 2.20% senior notes due 2028, and $700.0 million aggregate principal amount of 2.85% senior notes due 2032; and issuance of 13.3 million shares under the Company’s continuous equity offering program for net proceeds of approximately $478.7 million, after underwriting discounts and offering expenses; and
continued management of operational expenses within each NEO’s departmental budget.

Individual Performance (Individual Scorecard: 30% weighting). The Compensation Committee also considered the individual successes and goals of each NEO, which among other things, included succession planning for each executive’s department, and the input from Mr. Rufrano as to each other NEO’s performance during the year. Although Mr. Rufrano provides the Compensation Committee his assessment of each other executive’s performance and achievements, the ultimate payout is determined by the Compensation Committee.
In determining the individual scorecard actual payouts for 2020, the Compensation Committee considered the additional Company and individual goals set at the beginning of the year and actual performance during 2020 particularly in light of the impact of COVID-19. More specifically, the Compensation Committee considered the following as part of the individual scorecard performance assessments for each executive:
Glenn J. Rufrano
Following the achievements under our initial business plan, created a new business plan to provide for future growth. Successfully managed the Company’s business through 2020 and the effects of COVID-19.
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Completed acquisitions of $342.5 million, as the Company paused its acquisition program for the second and third quarters of 2020 in light of the pandemic and in order to preserve cash.
Oversaw the acquisition of $246.8 million of properties for the industrial partnership and $33.1 million for the office partnership.
Oversaw the issuance of $1.8 billion in aggregate principal amount of senior notes.
Oversaw the successful use of the Company’s ATM continuous equity offering program for net proceeds of $478.7 million, after underwriting discounts and offering expenses for 2020.
Continued to expand the Company’s investor base.
Oversaw the successful transition of employees to a remote work environment in light of COVID-19 and the implementation of a Company COVID-19 response plan.
Oversaw the Company’s achievement of rent collection of 87% for the second quarter, 95% for the third quarter, and 98% for the fourth quarter in light of the COVID-19 pandemic.
Continued to foster a culture of compliance and transparency.
Michael J. Bartolotta
Managed the volume, timing and funding of acquisitions and dispositions to achieve targeted Net Debt to EBITDA of 5.64x.
Successfully completed $1.8 billion in aggregate principal amount of senior notes further staggering the Company’s debt maturity profile and increasing the Company’s weighted average debt term to 6.0 years.
Successfully accessed the equity capital markets through the Company’s continuous equity offering program and issued 13.3 million shares under the Company’s continuous equity offering program for net proceeds of approximately $478.7 million, after underwriting discounts and offering expenses.
Continued to manage the Company’s debt reduction efforts and used proceeds from the senior notes offerings along with borrowings under the Company’s revolving credit facility and cash on hand to repay the $900.0 million term loan including related interest rate swap agreements, fund the redemption of 12.0 million shares of the Company’s 6.70% Series F preferred stock, repay $195.9 million of mortgage debt, and repay its 3.75% convertible senior notes due 2020, resulting in significant anticipated interest savings in 2021 and going forward.
Achieved unencumbered assets ratio of 81.7% and a fixed charge coverage ratio of 3.43x.
Successfully managed capital expenditures as well as operating expenses for the Company, including its information technology, accounting and finance departments.
Oversaw the successful transition of department employees to a remote work environment in light of COVID-19.
Continued to foster a culture of compliance and transparency.
Lauren Goldberg
Successfully completed $1.8 billion in aggregate principal amount of senior notes further staggering the Company’s debt maturity profile and increasing the Company’s weighted average debt term to 6.0 years.
Managed all legal aspects of the redemption of 12.0 million shares of the Company’s 6.70% Series F preferred stock, the Reverse Stock Split, the issuance of $1.8 billion of senior notes and all securities filings and capital markets transactions.
Managed the Company’s litigation and related costs and insurance recoveries.
Supervised and oversaw key corporate initiatives, including managing the Company’s annual stockholder meeting and Board oversight of ESG initiatives.
Successfully managed operating expenses for the legal, compliance and risk management departments.
Oversaw the successful transition of department employees to a remote work environment in light of COVID-19 and the implementation of a Company COVID-19 response plan.
Continued to foster a culture of compliance and transparency.
Paul H. McDowell
Managed the Company’s requests for rent relief and achievement of rent collection of 87% for the second quarter, 95% for the third quarter, and 98% for the fourth quarter in light of the COVID-19 pandemic.
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Maintained tenant occupancy rates of approximately 98.1% for the year.
Improved portfolio diversification between retail, restaurant, industrial and office properties.
Achievements with respect to tenants with an investment grade rating and made significant efforts towards maintaining the Company’s weighted average lease term.
Led with credibility and strong competence during Mr. Rufrano’s recovery from COVID-19.
Successfully managed capital expenditures as well as operating expenses for the Company, including its real estate operations departments.
Oversaw the successful transition of department employees to a remote work environment in light of COVID-19.
Continued to foster a culture of compliance and transparency.
Thomas W. Roberts
Completed acquisitions of $342.5 million, as the Company paused its acquisition program for the second and third quarters of 2020 in light of the ongoing COVID-19 pandemic and in order to preserve cash.
Oversaw the acquisition of $246.8 million of properties for the industrial partnership and $33.1 million for the office partnership.
Managed the volume, timing and funding of acquisitions and dispositions to achieve targeted Net Debt to EBITDA of 5.64x.
Successfully managed internal acquisition and disposition expenses.
Achievements with respect to tenants with an investment grade rating and efforts towards maintaining the Company’s weighted average lease term, as well as property diversification generally, within the Company’s targeted ranges.
Oversaw the successful transition of department employees to a remote work environment in light of COVID-19.
Continued to foster a culture of compliance and transparency.

2020 Actual Annual Incentive Award Payouts. Based on an evaluation of the performance and contribution of each of the NEOs, the Compensation Committee approved an annual incentive award for each of the NEOs.
Each NEO has a target annual incentive award opportunity defined as a percentage of base salary. The following table shows the target and maximum annual incentive award opportunities for 2020 for each of our NEOs and the actual award earned (which actual amounts earned are also reported in the “Summary Compensation Table - Non-Equity Incentive Plan Compensation” below). For each of the NEOs, the target annual award is a percentage of the executive’s base salary. The target award opportunity as a percentage of base salary for each NEO remained the same as in 2019. There is no minimum guaranteed annual incentive award. The actual annual incentive award that each NEO received for 2020 for the AFFO per share scorecard (70% weighting) was pre-determined based upon the Company’s achievement of AFFO for the year and for the individual scorecard (30% weighting) was determined by the Compensation Committee. Due to the difficult circumstances encountered in 2020, and the Company’s achievement of AFFO of $3.11 per share, resulting in an 80% payout of the AFFO portion of the annual incentive award, each NEO received an annual incentive award less than his/her target opportunity. Annual incentive awards were paid in cash in March 2021 for all executives other than Mr. Rufrano. To further incentivize Mr. Rufrano’s continued retention and focus on the long-term performance of our shares, the Compensation Committee determined to pay Mr. Rufrano’s annual incentive award in time-based restricted stock units that vest over four years.

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NameTarget Opportunity
(as a % of Base Salary)
Target Opportunity
($)
Maximum Opportunity
($)
Actual Annual Incentive Award
($)
Glenn J. Rufrano150%$1,500,000$2,475,000$1,290,000(1)
Michael J. Bartolotta130%$682,500$1,126,125$587,000
Lauren Goldberg105%$551,250$909,563$474,000
Paul H. McDowell115%$603,750$996,188$540,000
Thomas W. Roberts120%$630,000$1,039,500$540,000
__________________________
(1)Mr. Rufrano’s 2020 performance-based annual incentive award was paid in a time-based restricted stock unit award granted in February 2021. This award will be reported in the Company’s 2021 Summary Compensation Table in next year’s proxy statement.
Long-Term Equity Incentive Awards
The objectives of the Company’s long-term incentive compensation program are to:
Reward achievement over a multi-year period;
Align the interests of executives with those of stockholders by focusing executives on the Company’s stockholder return performance; and
Provide a retention mechanism through multi-year vesting.
The long-term equity incentive opportunity for the 2020 executive compensation program consisted exclusively of restricted stock unit awards with a combination of performance-based and time-based vesting. For Mr. Rufrano, the mix of annual restricted stock unit awards in 2020 was two-thirds performance based and one-third time based and for all other NEOs, the mix of annual restricted stock unit awards in 2020 was one-half performance based and one-half time based. For each of the NEOs, the amount of their individual long-term equity incentive awards was determined by the Compensation Committee.
Both the time-based and performance-based restricted stock units include a right to receive dividend equivalents with respect to the shares subject to the award, which are subject to the same vesting conditions as the underlying shares.
Equity awards granted to the NEOs under the Equity Plan in 2020 are included under “Compensation Tables-Grants of Plan Based Awards” and are described further below.
Time-Based Restricted Stock Units. The restricted stock units that are subject to time-based vesting vest, for all NEOs other than Mr. Rufrano, ratably on each of the first three anniversaries of February 23, 2020 and for Mr. Rufrano, vest ratably on each of the first four anniversaries of February 23, 2020.
Performance-Based Restricted Stock Units. The restricted stock units that are subject to performance-based vesting will vest only if the Company achieves certain performance conditions over a three-year performance period of January 1, 2020 to December 31, 2022, subject to review and approval by the Compensation Committee. For Mr. Rufrano, in addition to meeting these performance conditions over a three-year performance period, his performance-based restricted stock unit award is also subject to a further one-year time-based vesting requirement following the conclusion of the performance period.
The target award of the performance-based restricted stock units granted to NEOs is eligible to vest in an amount ranging from 0% to 160% of target, as follows:
(i) 50% of the target award will vest, if at all, based on the Company’s TSR relative to the TSR of the Nareit Equity Market Index, during the performance period, and
(ii) 50% of the target award will vest, if at all, based on the Company’s TSR relative to the stockholder return of the Performance Peer Group (set forth below) during the performance period, subject to each executive’s continued service through the end of the performance period.
However, with respect to the performance-based restricted stock unit award for the Chief Executive Officer, in the event the Company has a negative TSR for the performance period, then the target award will not vest in an amount greater than 100%.
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Use of these weightings allows the Compensation Committee to consider the Company’s performance against the broader industry by reviewing its performance against the Nareit Equity Market Index as well as to consider the Company’s performance against a more focused triple net-lease REIT Performance Peer Group that is more closely aligned to the Company’s business. In 2020, the Compensation Committee evaluated its Performance Peer Group and determined that the group continued to appropriately represent the Company’s net-lease REIT peers and therefore did not make any changes to the peer group members. For purposes of the peer group weighting, the Company maintained the following REITs for inclusion in the “Performance Peer Group”:
Agree Realty Corp.National Retail Properties, Inc.STORE Capital Corporation
Essential Properties Realty Trust, Inc.Realty Income CorporationW.P. Carey, Inc.
Lexington Realty TrustSpirit Realty Capital, Inc.
Under the awards, TSR is calculated as the stock price appreciation from the beginning to the end of the period, plus dividends and distributions made or declared during the period (assuming such dividends or distributions are reinvested in common stock), expressed as a percentage return. If performance falls between the points specified below, the percentage of restricted stock units that will vest will be determined using linear interpolation between such points except that there is no interpolation for payouts below 50%. As described in the charts below, achievement of any vesting below a 50% vesting percentage is more restrictive for the Company’s Chief Executive Officer than for its other NEOs.
Nareit Equity Market Index (50% Weighting)
Vesting Percentages for NEOs(1)
Company TSR PercentileVesting Percentage
(as a percentage of Target Award)
> 65th Percentile
160%
60th Percentile
130%
55th Percentile
100%
45th Percentile
75%
> 35th Percentile
50%
> 10th Percentile and < 35th Percentile
25%
< 10th Percentile
0%

__________________________
(1)For the Chief Executive Officer only, a TSR less than the 35th percentile results in a 0% vesting percentage.
Performance Peer Group (50% Weighting)
Vesting Percentages for NEOs(2)
Company TSR vs. Performance Peer Group 55th Percentile
(Percentage Point Difference)
Vesting Percentage
(as a percentage of Target Award)
> + 6% points
160%
+ 3% points130%
0% points (performance = 55th percentile)
100%
-2.5% points75%
> -5% points
50%
> -10% Points and < -5% Points
25%
< -10% points0%
__________________________
(2)For the Chief Executive Officer only, a TSR percentage point differential less than -5% results in a 0% vesting percentage.
2018 Performance-Based Restricted Stock Units. As previously disclosed in the Company’s proxy statement filed with the SEC on March 21, 2019, in 2018, the Compensation Committee awarded performance-based restricted stock units which had a three-year performance period of January 1, 2018 to December 31, 2020. The 2018 performance-based restricted stock units were eligible to vest in an amount ranging from 0% to 160% of the target award based on the Company’s TSR achievement as compared to the Nareit Equity Market Index (weighted 50%) and the Performance Peer Group (weighted 50%). The
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Performance Peer Group for the 2018 performance-based restricted stock units included the following performance peers: Agree Realty Corp., Lexington Realty Trust, National Retail Properties, Inc., Realty Income Corporation, Spirit Realty Capital, Inc., STORE Capital Corporation and W.P. Carey, Inc. Following the completion of the performance period, the Compensation Committee determined that based on achievement of the vesting criteria, approximately 75% of the target award of the 2018 performance-based restricted stock units would vest and the remainder of the target award was canceled.
Executive Equity Ownership Guidelines
In order to further foster the strong ownership culture among our senior executive management team and ensure the continued direct alignment of management and stockholder interests, we have adopted executive equity ownership guidelines requiring that our executive officers maintain a minimum ownership level of equity in the Company. The equity ownership requirements for our executives are as follows:
Chief Executive Officer 6 times annual base salary
Chief Financial Officer  3 times annual base salary
All Other Executive Officers2 times annual base salary
Executive officers have five years from the date of becoming an executive officer to satisfy the ownership requirement. To the extent an officer has not achieved compliance with these guidelines, he or she is required to hold 70% of any vested equity awards (exclusive of any shares withheld to satisfy tax withholding obligations). As of December 31, 2020, all of the officers subject to the equity ownership guidelines satisfied the ownership requirements.
We have also adopted equity ownership guidelines for our Board of Directors. See “Compensation of the Board of Directors — Director Stock Ownership Guidelines.”
Employment Agreements
The Company has entered into an employment agreement with each of our NEOs. These agreements provide for a minimum base salary, an initial target annual incentive award opportunity, as well as long-term equity incentive awards that will be determined on the same basis as equity awards made generally to other senior executives of the Company. See “Compensation Tables — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” for additional information about the employment agreements.
In addition, the employment agreements provide for reasonable severance benefits upon involuntary termination of employment or termination by the executive for Good Reason as defined in the agreement (including for Mr. Rufrano upon termination within a Change in Control Period, as defined in his employment agreement). The Compensation Committee believes that such reasonable severance policies serve the interests of the stockholders as they reduce the risk and uncertainty for our executives, enabling them to focus on their duties without the distraction of worrying about their own employment status during times of transition.
Clawback Policy
On February 22, 2017, the Board of Directors, upon a recommendation from the Compensation Committee, adopted a clawback policy in advance of the SEC adopting final rules and regulations related thereto, as the Board determined that it was in the best interests of the Company and its stockholders to adopt such a policy providing for the recoupment of officer compensation in the event the Company is required to prepare a financial restatement due to the material non-compliance of the Company with any financial reporting requirement. In such an event, the Compensation Committee, after taking into account any factors it deems reasonable, may require any of the Company’s officers subject to the reporting requirements of Section 16 of the Exchange Act to repay or forfeit to the Company that part of his or her incentive compensation received by the officer during the three-year period preceding the publication of the restated financial statements that was in excess of the amount the officer would have received based on the results reported in the restated financial statements.
Analysis of Risk Associated with Our Executive Compensation Program
Our Compensation Committee has discussed the concept of risk as it relates to our executive compensation program, including with its independent advisor Semler Brossy, and the Compensation Committee does not believe our executive compensation program encourages excessive or inappropriate risk taking for the reasons stated below.
We structure our pay to consist of both fixed and variable compensation. The fixed portion (base salary) of compensation is
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designed to provide a base level of income regardless of our financial or share price performance. The variable portions of compensation (annual incentive awards and long-term equity incentive awards) are designed to encourage and reward both short and long-term corporate performance. For short-term performance, the annual incentive awards is awarded based on assessments of performance during the prior year with 70% of the payout determined based upon the objective achievement of an AFFO target and the remaining 30% based on a discretionary evaluation of certain financial and non-financial objectives. In addition, payouts under the annual incentive awards are capped for all officers. For long-term performance, restricted stock unit awards, which comprise a mix of time-based and performance-based awards, limit incentives for risk taking. Time-based restricted stock unit awards vest over three or four years and performance-based equity awards generally vest based on the Company’s TSR over a three-year period as compared to two different independent peer sets and are subject to a maximum vesting percentage if the performance criteria are met. In addition, for the Chief Executive Officer, payout is capped at 100% of the target award to the extent the Company’s TSR is negative for the performance period.
As noted above, the Company has also adopted good governance practices which mitigate against undue risk taking including benchmarking executive compensation, robust stock ownership guidelines, prohibition against pledging and hedging Company securities and adoption of a clawback policy.
Overall, our executive compensation program is structured to achieve its objectives by (i) providing incentives to our NEOs to manage the Company for the creation of long-term stockholder value, (ii) avoiding the type of disproportionately large short-term incentives that could encourage our NEOs to take risks that may not be in the Company’s long-term interests, (iii) requiring our NEOs to maintain a significant investment in the Company, and (iv) evaluating annually an array of performance criteria in determining executive compensation rather than focusing on a single metric.
Deductibility of Executive Compensation
The Compensation Committee’s policy is to consider the tax treatment of compensation paid to our executive officers while simultaneously seeking to provide our executives with appropriate rewards for their performance. The SEC requires that we comment upon our policy with respect to Section 162(m) of the Code, which limits the deductibility of compensation of more than $1.0 million paid to any “covered employee” unless certain exceptions are met, primarily relating to “performance-based compensation.” Although certain qualifying “performance-based compensation” was previously exempt from this deduction limit, the Tax Cuts and Jobs Act of 2017 (the “TCJA”) made certain changes to Section 162(m) of the Code. Pursuant to such changes, “performance-based compensation” is no longer exempt under Section 162(m) of the Code effective for tax years beginning after January 1, 2018, subject to a transition rule for written binding contracts which were in effect on November 2, 2017 and which were not modified in any material respect on or after such date. 

The Internal Revenue Service had previously issued a series of private letter rulings which indicated that compensation paid by an operating partnership to executive officers of a REIT that serves as its general partner is not subject to the limitation under Section 162(m) to the extent such compensation is attributable to services rendered to the REIT’s operating partnership. However, in December 2019, the Internal Revenue Service issued proposed regulations under Section 162(m) that are effective for taxable years ending on or after December 20, 2019 and represent a significant change from the Internal Revenue Service’s prior position. The proposed regulations provide that compensation subject to Section 162(m) now includes compensation paid to a covered employee by an operating partnership to the extent the publicly held corporation is allocated a distributive share of the operating partnership’s deduction for that compensation. To the extent that compensation paid to our executive officers is subject to and does not qualify for deduction under Section 162(m), a larger portion of stockholder distributions may be subject to federal income taxation as dividend income rather than return of capital. However, we do not believe that Section 162(m) will materially affect the taxability of stockholder distributions, although no assurance can be given in this regard due to the variety of factors that affect the tax position of each stockholder. Further, our Compensation Committee believes that our stockholders’ interests are best served if the Compensation Committee’s discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense. For these reasons, the Compensation Committee’s compensation policy and practices are not directly guided by considerations relating to Section 162(m) of the Code.

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COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Compensation Committee
Julie G. Richardson (Chair)
Mary Hogan Preusse
Richard J. Lieb



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table shows the amount of securities available under the Company’s equity compensation plans as of December 31, 2020:

Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)
(a)
Weighted-average exercise price of outstanding options, warrants and rights(2)
(b)
Securities available for future issuance under equity compensation plans (3)
(excluding securities reflected in column (a))
(c)
Equity compensation plans approved by security holders1,598,842 $37.85 20,400,811 
Equity compensation plans not approved by security holders— $— — 
Total1,598,842 $37.85 20,400,811 

__________________________
(1)Includes awards of time-based restricted stock units, performance-based restricted stock units (assuming the maximum level of performance achievement), deferred stock units and common stock issuable upon the exercise of outstanding options as of December 31, 2020.
(2)Because there is no exercise price associated with restricted stock units and deferred stock units, such awards are not included in the weighted average exercise price calculation.
(3)Represents the total number of shares of common stock reserved for issuance under the Company’s equity compensation plans as of December 31, 2020.


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COMPENSATION TABLES
Summary Compensation Table
The following table summarizes the total compensation paid to or earned by our NEOs for the years ended 2020, 2019 and 2018.
Name and Principal PositionYear
Salary
($)(1)
Bonus
($)(2)
Stock Awards
($)(3)
Option Awards
($)(4)
Non-Equity Incentive Plan Compensation ($)(5)
All Other Compensation
($)(7)
Total Compensation
($)
Glenn J. Rufrano
Chief Executive Officer
20201,000,000— 6,580,805— — 
(6)
729,6868,310,491
20191,000,0004,926,470300,000 — 594,6486,821,118
20181,000,0001,615,0004,851,634300,000 — 314,1798,080,813
Michael J. Bartolotta
Executive Vice President (“EVP”), Chief Financial Officer
2020520,8331,305,685— 587,000 168,2062,581,724
2019500,000815,0001,107,078300,000 — 116,4522,838,530
2018500,000740,0001,075,521300,000 — 59,2592,674,780
Lauren Goldberg
EVP, General Counsel and Secretary
2020520,8331,205,278— 474,000 152,3702,352,481
2019500,000680,0001,006,433300,000 — 107,7472,594,180
2018500,000615,000977,745300,000 — 50,4812,443,226
Paul H. McDowell
EVP, Chief Operating Officer
2020520,8331,230,355— 540,000 157,4992,448,687
2019500,000730,0001,031,596300,000 — 111,0782,672,674
2018500,000665,0001,002,188300,000 — 46,2052,513,393
Thomas W. Roberts
EVP, Chief Investment Officer
2020520,8331,556,752— 540,000 204,7092,822,294
2019500,000760,0001,358,684300,000 — 148,2283,066,912
2018500,000690,0001,319,958300,000 — 76,2892,886,247
__________________________
(1)Represents base salary earned during the year. Effective March 1, 2020, the base salary for each of Messrs. Bartolotta, McDowell and Roberts and for Ms. Goldberg was increased to $525,000.
(2)Represents performance-based annual incentive cash bonus earned during 2018 and 2019 and paid in cash in the following year for all executives with the exception of Mr. Rufrano whose performance-based annual incentive bonus for 2019 was paid in a time-based restricted stock unit award granted in February 2020.
(3)Reflects the grant date fair value of restricted stock unit awards computed in accordance with ASC Topic 718, without regard to forfeitures. For further information on how we account for equity-based compensation and the assumptions used, see “Note 13 - Equity-based Compensation” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 24, 2021. These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual values, if any, that will be realized by the executives. The underlying grants are presented in further detail in the “Grants of Plan-Based Awards” table below. For Mr. Rufrano, the amount in 2020 includes his 2019 performance-based annual incentive award that was paid in a time-based restricted stock unit award granted in February 2020 and vests ratably over four years. The maximum potential payouts under the performance-based restricted stock units granted under the Equity Plan during 2020 for each of the NEOs, based upon the grant date fair value of the awards computed in accordance with ASC Topic 718, without regard to forfeitures, would be as follows: Mr. Rufrano - $5.2 million, Mr. Bartolotta - $1.0 million, Ms. Goldberg - $0.97 million, Mr. McDowell - $0.99 million and Mr. Roberts - $1.3 million.
The 2018 performance-based restricted stock units awarded by the Compensation Committee in 2018, which represented two-thirds of Mr. Rufrano’s 2018 long-term equity incentive award and one-half of the long-term equity incentive award for each of the other NEOs, are included in the “Summary Compensation Table” for fiscal year 2018. These awards had a three-year performance period of January 1, 2018 to December 31, 2020. Following the completion of the performance period, the Compensation Committee determined that based on partial achievement of the vesting criteria, 75.24% of the 2018 performance-based restricted stock units would vest and the remainder would not and were canceled. For additional information about these awards, see the “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentive Awards” herein.
(4)Reflects the grant date fair value of option awards computed in accordance with ASC Topic 718, without regard to forfeitures. For further information on how we account for equity-based compensation and assumptions used, see “Note 13 - Equity-based Compensation” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 24, 2021. These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual values, if any, that will be realized by the executives.  The underlying awards are presented in further detail in the “Grants of Plan-Based Awards” table below.
(5)Represents performance-based annual incentive award earned during 2020 and paid in cash in the following year for all executives with the exception of Mr. Rufrano whose performance-based annual incentive award for 2020 was paid in a time-based restricted stock unit award granted in February 2021. See “Compensation Discussion and Analysis-Elements of Compensation-Annual Incentive Award” for a discussion of each NEO’s actual award relative to his or her target award for 2020.
(6)Mr. Rufrano’s 2020 performance-based annual incentive award was $1,290,000 and was paid in a time-based restricted stock unit award granted in February 2021 that vests ratably over four years. This award will be reported in the Company’s 2021 Summary Compensation Table in next year’s proxy statement.
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(7)The table below shows the components of “All Other Compensation” for 2020, which includes dividends or dividend equivalents paid on stock awards, 401(k) matching contributions and other taxable fringe benefits.
NameDividends/Dividend Equivalents Paid on Stock Awards
($)
401(k) Match($)
Other($)±
Total($)
Glenn J. Rufrano716,134 6,750 6,802 729,686 
Michael J. Bartolotta157,840 6,750 3,616 168,206 
Lauren Goldberg143,490 6,750 2,130 152,370 
Paul H. McDowell147,078 6,750 3,671 157,499 
Thomas W. Roberts193,713 6,750 4,246 204,709 
__________________________
± Represents amounts for Company-paid long-term disability and group term life insurance.
Grants of Plan-Based Awards for Fiscal Year 2020
The following table sets forth information with respect to the awards granted to NEOs during the fiscal year ended December 31, 2020. Amounts in the table below have been adjusted to account for the Reverse Stock Split.
NameGrant DateApproval Date
Estimated Future Payouts
under Non-Equity Incentive Plan
Awards(1)
Estimated Future Payouts
under Equity Incentive Plan
Awards(3)
All Other Stock Awards: Number of Shares of Stock or Units (#)(4)
Grant Date Fair Value of Stock and Option Awards
($)(6)
Threshold
($)(2)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Glenn J. Rufrano02/25/202002/24/2020— — — 17,289 69,156 110,650 — 3,264,163 
02/25/202002/24/2020— — — — — — 34,578 1,666,660 
02/25/202002/24/2020— — — — — — 34,232 
(5)
1,649,982 
525,000 1,500,000 2,475,000 — — — — — 
Michael J. Bartolotta02/25/202002/24/2020— — — 1,686 13,485 21,576 — 655,708 
02/25/202002/24/2020— — — — — — 13,485 649,977 
238,875 682,500 1,126,125 — — — — — 
Lauren Goldberg02/25/202002/24/2020— — — 1,556 12,448 19,917 — 605,284 
02/25/202002/24/2020— — — — — — 12,448 599,994 
192,938 551,250 909,563 — — — — — 
Paul H. McDowell02/25/202002/24/2020— — — 1,588 12,707 20,331 — 617,878 
02/25/202002/24/2020— — — — — — 12,707 612,477 
211,313 603,750 996,188 — — — — — 
Thomas W. Roberts02/25/202002/24/2020— — — 2,010 16,078 25,725 — 781,793 
02/25/202002/24/2020— — — — — — 16,078 774,960 
220,500 630,000 1,039,500 — — — — — 
__________________________
(1)Represents performance-based annual incentive cash award that could have been earned during 2020 and would be paid in cash in the following year for all executives with the exception of Mr. Rufrano whose performance-based annual incentive award for 2020 was paid in a time-based restricted stock unit award granted in February 2021. See “Compensation Discussion and Analysis-Elements of Compensation-Annual Incentive Award” for a discussion of each NEO’s actual award relative to his or her target award for 2020.
(2)There is no minimum guaranteed annual incentive award.
(3)Represents performance-based restricted stock units granted under the Equity Plan during 2020. These restricted stock units vest based on the achievement of certain performance conditions, which are based on the Company’s TSR relative to its peers and the Nareit Equity Market Index over a three-year period from January 1, 2020 to December 31, 2022. For Mr. Rufrano, subject to the achievement of these performance conditions, the restricted stock units will vest on February 23, 2024, subject to his continued employment through this date. These amounts exclude dividend equivalent rights which are eligible to vest upon the conclusion of the applicable performance period and upon February 23, 2024 for Mr. Rufrano. The threshold, target and maximum amounts correspond to the number of restricted stock units that would be earned in the event that specified performance goals are achieved. For more information on performance-based restricted stock units, see “Compensation Discussion and Analysis-Elements of Compensation-Long-Term Equity Incentive Award.”
(4)Represents time-based restricted stock units granted under the Equity Plan during 2020. These restricted stock units vest in equal installments on each of the first three anniversaries of February 23, 2020 and for Mr. Rufrano these restricted stock units vest in equal installments on each of the first four anniversaries of February 23, 2020, subject in each case to continued service. For more information on time-based restricted stock units, see “Compensation Discussion and Analysis-Elements of Compensation-Long-Term Equity Incentive Award.” 
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(5)Represents time-based restricted stock units granted under the Equity Plan for payment of the 2019 performance-based annual incentive award.
(6)The grant date fair value of each award was computed in accordance with ASC Topic 718, without regard to forfeitures. These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual values, if any, that will be realized by the NEOs.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Below is a summary of the employment agreements with our NEOs.
Glenn J. Rufrano
Pursuant to an employment agreement with the Company, originally effective as of April 1, 2015 and amended on February 21, 2018, Mr. Rufrano receives an annual base salary of not less than $1,000,000 and is eligible to receive a target annual incentive award equal to 150% of his base salary. Mr. Rufrano’s employment agreement is subject to additional one-year terms unless terminated pursuant to the terms of his employment agreement. Mr. Rufrano’s base salary is reviewed at least annually to determine if his base salary should be increased in the discretion of the Compensation Committee. Under his amended employment agreement, Mr. Rufrano is eligible to receive an annual long-term incentive equity award with respect to shares of common stock or other securities for each calendar year during the term of his employment which shall be subject to such terms and conditions, including the type of award and vesting conditions, as may be determined by the Compensation Committee.
Mr. Rufrano is subject to non-compete and non-solicitation for a period of two years after his termination of employment (or for a period of one year thereafter, in the event that the Company does not renew Mr. Rufrano’s employment term other than during a Change in Control Period (as defined in his employment agreement)).
Michael J. Bartolotta
Pursuant to an employment agreement with the Company, effective as of October 5, 2015 and amended on February 21, 2018, Mr. Bartolotta is entitled to a minimum annual base salary of $500,000 and is eligible to receive an initial target annual incentive award equal to 125% of his base salary. In February 2019, the Compensation Committee approved a target annual incentive award equal to 130% of his base salary to better align his total cash compensation with the external market. Mr. Bartolotta is also eligible to receive annual long-term incentive equity awards for each calendar year of employment, as may be determined by the Compensation Committee in consultation with the Chief Executive Officer and will be determined on the same basis as equity awards made generally to other senior executives of the Company.
Mr. Bartolotta is subject to twelve months of non-compete and non-solicitation following the termination of his employment.
Lauren Goldberg
Pursuant to an employment agreement with the Company, effective as of May 26, 2015, as amended on February 23, 2016 and on February 21, 2018, Ms. Goldberg is entitled to receive a minimum annual base salary of $450,000 and is eligible to receive an initial target annual incentive equal to 100% of her base salary. In February 2019, the Compensation Committee approved a target annual incentive award equal to 105% of her base salary to better align her total cash compensation with the external market. She is also eligible to receive annual long-term equity awards for each calendar year of employment, as may be determined by the Compensation Committee in consultation with the Chief Executive Officer and will be determined on the same basis as equity awards made generally to other senior executives of the Company.
Ms. Goldberg is subject to twelve months of non-compete and non-solicitation following the termination of her employment.
Paul H. McDowell
Effective as of February 23, 2016, Mr. McDowell and the Company entered into an amended and restated employment agreement which superseded and replaced in all respects the prior employment agreement with the Company, effective as of January 8, 2014 as amended on February 21, 2018. Pursuant to the employment agreement, Mr. McDowell is entitled to receive a minimum annual base salary of $500,000 and is eligible to receive an initial target annual incentive award equal to 100% of his base salary. In February 2019, the Compensation Committee approved a target annual incentive award equal to 115% of his base salary to better align his total cash compensation with the external market. He is eligible to receive annual long-term equity awards for each calendar year of employment, as may be determined by the Compensation Committee in consultation with the Chief Executive Officer and will be determined on the same basis as equity awards made generally to other senior executives of the Company.
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Mr. McDowell is subject to twelve months of non-compete and non-solicitation following the termination of his employment.
Thomas W. Roberts
Effective as of February 23, 2016, Mr. Roberts and the Company entered into an amended and restated employment agreement which superseded and replaced in all respects his prior employment agreement with the Company, effective as of April 1, 2015 as amended on February 21, 2018. Pursuant to his employment agreement, Mr. Roberts is entitled to receive a minimum annual base salary of $500,000 and is eligible to receive an initial target annual incentive award of up to 100% of his base salary. In February 2019, the Compensation Committee approved a target annual incentive award equal to 120% of his base salary to better align his total cash compensation with the external market. Mr. Roberts is also eligible to receive annual long-term incentive equity awards for each calendar year of employment, as may be determined by the Compensation Committee in consultation with the Chief Executive Officer and will be determined on the same basis as equity awards made generally to other senior executives of the Company.
Mr. Roberts is subject to twelve months of non-compete and non-solicitation following the termination of his employment.
Outstanding Equity Awards at Fiscal Year End

The following table provides a summary of outstanding stock option and restricted stock units awards granted to NEOs as of December 31, 2020. Amounts in the table below have been adjusted to account for the Reverse Stock Split. The market value of restricted stock unit awards is based on the closing price of the Company’s common stock on December 31, 2020, which was $37.79.
Option AwardsStock Awards
NameNumber of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable(1)
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)Option Exercise Price ($)Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested (#)(2)
Market Value of Shares or Units of Stock That Have Not Vested ($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Glenn J. Rufrano— 81,081 — 41.30 02/20/2029115,932 4,381,070 150,855 5,700,810 
— 78,947 — 34.20 02/21/2028
Michael J. Bartolotta— 81,081 — 41.30 02/20/202927,911 1,054,757 26,965 1,019,007 
— 78,947 — 34.20 02/21/2028
Lauren Goldberg— 81,081 — 41.30 02/20/202925,563 966,026 24,702 933,489 
— 78,947 — 34.20 02/21/2028
Paul H. McDowell— 81,081 — 41.30 02/20/202926,150 988,209 25,268 954,878 
— 78,947 — 34.20 02/21/2028
Thomas W. Roberts— 81,081 — 41.30 02/20/202933,783 1,276,660 32,622 1,232,785 
— 78,947 — 34.20 02/21/2028
__________________________
(1)Represents stock option awards granted on February 20, 2019 and February 21, 2018, and which vest in full on February 20, 2022 and February 21, 2021, respectively, subject to the executive’s continued service.
(2)The following table presents by grant date the number of shares of time-based restricted stock units outstanding, including the applicable vesting conditions, as of December 31, 2020. Amounts in the table below have been adjusted to account for the Reverse Stock Split. Awards will generally vest in equal installments over the applicable vesting period as noted below.

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NameGrant DateType of AwardNumber of Time-Based Shares or Restricted Stock Units That Have Not Vested (#)
Ratable Vesting on the Anniversary of the Grant Date for the Following Number of Years
Glenn J. RufranoFebruary 25, 2020Restricted Stock Units34,578 Four
February 25, 2020Restricted Stock Units34,232 Four
February 20, 2019Restricted Stock Units30,637 Four
February 21, 2018Restricted Stock Units16,485 Three
Michael J. BartolottaFebruary 25, 2020Restricted Stock Units13,485 Three
February 20, 2019Restricted Stock Units8,986 Three
February 21, 2018Restricted Stock Units5,440 Three
Lauren GoldbergFebruary 25, 2020Restricted Stock Units12,448 Three
February 20, 2019Restricted Stock Units8,170 Three
February 21, 2018Restricted Stock Units4,945 Three
Paul H. McDowellFebruary 25, 2020Restricted Stock Units12,707 Three
February 20, 2019Restricted Stock Units8,374 Three
February 21, 2018Restricted Stock Units5,069 Three
Thomas W. RobertsFebruary 25, 2020Restricted Stock Units16,078 Three
February 20, 2019Restricted Stock Units11,029 Three
February 21, 2018Restricted Stock Units6,676 Three
__________________________
†Such restricted stock units vest in four or three, as applicable, equal installments on each of the one-year anniversaries of February 23, 2020, 2019, and 2018, as applicable.
(3)Represents restricted stock units that will vest subject to the achievement of certain performance conditions at target levels for awards granted in 2020 and 2019. The performance conditions are based on the Company’s TSR relative to its peers and the Nareit Equity Market Index. The performance period for awards granted in 2020 is January 1, 2020 to December 31, 2022 and for awards granted in 2019 is January 1, 2019 to December 31, 2021. For Mr. Rufrano, subject to the achievement of these performance conditions, the restricted stock units are also subject to his continued employment through February 23, 2024 and February 23, 2023, respectively. The amounts do not include performance-based restricted stock unit awards granted in 2018 (performance period was January 1, 2018 to December 31, 2020) for which the Compensation Committee determined that the awards would vest at 75.24% of the target award based upon the partial achievement of the vesting criteria as of December 31, 2020 and which were settled in accordance with the terms of the award agreement. For additional information about the performance-based restricted stock unit awards granted in 2018, see the “Option Exercises and Stock Vested” table below.
Option Exercises and Stock Vested in Fiscal Year 2020
The following table provides a summary of the option exercises (if any) and restricted stock units issued to NEOs, which vested during the fiscal year ended December 31, 2020. Amounts in the table below have been adjusted to account for the Reverse Stock Split.
Option Awards(1)
Stock Awards
NameNumber of Shares Acquired on Exercise (#)Value Realized on Exercise (#)
Number of
Shares Acquired
on Vesting (#)(2)
Value Realized
on Vesting ($)(3)
Glenn J. Rufrano— — 113,603 4,639,439 
Michael J. Bartolotta— — 26,332 1,149,442 
Lauren Goldberg— — 23,940 1,045,035 
Paul H. McDowell— — 24,537 1,071,086 
Thomas W. Roberts— — 32,317 1,410,697 
__________________________
(1)No options were eligible to be exercised during the fiscal year ended December 31, 2020.
(2)The amounts include time-based restricted stock unit awards that vested during the year and the portion of the performance-based restricted stock unit awards granted in 2018 (performance period was January 1, 2018 to December 31, 2020) for which the Compensation Committee determined that the awards would vest at 75.24% of the target award based upon the partial achievement of the vesting criteria as of December 31, 2020 and which were settled in accordance with the terms of the award agreement.
(3)Value realized on vesting is calculated based on the per share closing market price of the Company’s common stock on the vesting date, which ranged from $35.70 to $50.60 per share, as adjusted for the Reverse Stock Split.

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PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Employment Agreements
Below is a summary of the employment agreements with our NEOs and the potential payments to each NEO upon his or her termination, including in connection with a change in control.
Glenn J. Rufrano
Mr. Rufrano is party to an employment agreement with the Company which became effective on April 1, 2015, and was amended on February 21, 2018. For purposes of the “Termination Scenario Table” below, we have presented Mr. Rufrano’s termination scenarios as set forth in his employment agreement that was in effect as of December 31, 2020.
Death or Disability. If Mr. Rufrano’s employment is terminated due to his death or at the election of the Company due to his Disability (as defined in his employment agreement), Mr. Rufrano will be entitled to “Accrued Benefits” comprised of (i) any earned and accrued but unpaid base salary through the termination date, (ii) reimbursement for any unreimbursed business expenses incurred through the termination date, (iii) all other applicable payments or benefits to which Mr. Rufrano is entitled under the terms of any applicable compensation arrangement, benefit plan or program and (iv) vesting of his then-outstanding unvested equity awards in accordance with the terms of the applicable award agreements. Mr. Rufrano will also be entitled to any accrued but unpaid annual cash award for the year prior to the year of termination, if applicable.
Termination by the Company without Cause or Resignation for Good Reason (other than during a Change in Control Period). If Mr. Rufrano’s employment is terminated other than during the period (“Change in Control Period”) beginning 120 days prior to, and ending 24 months following, a Change in Control (as defined in the respective employment agreement) by the Company without Cause (as defined in his employment agreement) or if Mr. Rufrano resigns for Good Reason (as defined in his employment agreement), Mr. Rufrano will be entitled to (i) Accrued Benefits, (ii) any earned and accrued but unpaid annual cash award for the year prior to the year of termination, (iii) an amount equal to two times the sum of his then-effective annual base salary and target annual incentive award for the year of termination (provided that for purposes of calculating this amount, the target annual incentive award shall not be less than 150% of Mr. Rufrano’s annual rate of base salary amount), (iv) vesting of his then-outstanding unvested equity awards in accordance with the terms of the applicable award agreements and (v) continued group medical coverage until the earlier of 18 months following the termination date or such time as Mr. Rufrano obtains new employment that offers group medical coverage.
Termination by the Company without Cause or Resignation for Good Reason (during a Change in Control Period). If Mr. Rufrano’s employment is terminated during a Change in Control Period by the Company without Cause or due to the non-renewal of the employment agreement by the Company or if Mr. Rufrano resigns for Good Reason, Mr. Rufrano will be entitled to (i) Accrued Benefits, (ii) any earned and accrued but unpaid annual incentive award for the year prior to the year of termination, (iii) an amount equal to three times the sum of his then-effective annual base salary and target annual incentive award for the year of termination (provided that for purposes of calculating this amount, the target annual cash award shall not be less than 150% of Mr. Rufrano’s annual rate of base salary amount) and (iv) vesting of his then-outstanding unvested equity awards in accordance with the terms of the applicable award agreements.
Termination by the Company for Cause, Resignation without Good Reason or Non-Renewal by Mr. Rufrano. If Mr. Rufrano’s employment is terminated by the Company for Cause, by Mr. Rufrano without Good Reason or upon the non-renewal of the employment term by Mr. Rufrano, the Company will pay Mr. Rufrano only Accrued Benefits and Mr. Rufrano will forfeit all unvested equity awards.
Termination by Non-Renewal by the Company. If Mr. Rufrano’s employment is terminated upon the non-renewal of the employment agreement by the Company (other than during a Change in Control Period), Mr. Rufrano will be entitled to (i) Accrued Benefits, (ii) any earned and accrued but unpaid annual incentive award for the year prior to the year of termination and (iii) an amount equal to the sum of his annual base salary and target annual incentive award.
In order to receive the payments under his employment agreement (excluding any Accrued Benefits Mr. Rufrano may be entitled to receive), Mr. Rufrano must execute and not revoke a general release and waiver agreement which includes a confirmation of his confidentiality, non-competition and non-solicitation obligations of his employment agreement.
Michael J. Bartolotta
Mr. Bartolotta is party to an employment agreement with the Company which became effective on October 5, 2015, and was amended on February 21, 2018. For purposes of the “Termination Scenario Table” below, we have presented Mr. Bartolotta’s termination scenarios as set forth in his employment agreement that was in effect as of December 31, 2020.
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Death or Disability. If Mr. Bartolotta’s employment is terminated due to his death or Disability (as defined in his employment agreement), then Mr. Bartolotta will be entitled to “Accrued Benefits” comprised of (i) any unpaid base salary through the termination date, (ii) reimbursement for any unreimbursed business expenses incurred through the termination date and (iii) all other payments or benefits to which Mr. Bartolotta is entitled under the terms of any applicable compensation arrangement or benefit plan or program. Mr. Bartolotta will also be entitled to any accrued but unpaid annual incentive award for the year prior to the year of termination, if applicable, and any outstanding equity awards granted to Mr. Bartolotta prior to the third anniversary of the effective date of his employment agreement will vest on a pro rata basis calculated by dividing the number of whole months elapsed from the issuance of the award until the termination date by the number of whole months in the applicable vesting period for time-based awards or the performance measurement period of a performance-based award (with performance criteria assumed to be achieved at target levels). Any outstanding equity awards granted to Mr. Bartolotta after the third anniversary of the effective date of his employment agreement will vest in accordance with the terms of the applicable award agreements.
Termination by the Company without Cause or by Mr. Bartolotta for Good Reason (other than during a Change in Control Period). If Mr. Bartolotta’s employment is terminated by the Company other than during a Change in Control Period without Cause (as defined in his employment agreement) or by Mr. Bartolotta for Good Reason (as defined in his employment agreement), then Mr. Bartolotta will be entitled to (i) the Accrued Benefits, (ii) any accrued but unpaid annual incentive award for the year prior to the year of termination, (iii) an amount equal to the sum of his annual base salary and target award for the year of termination and (iv) continued medical coverage, at the same cost to Mr. Bartolotta as if he were an active employee, until the earliest of: (x) one year following the date of the termination; (y) such time as Mr. Bartolotta obtains new employment that offers group medical coverage or (z) the end of the COBRA continuation period. In addition, all outstanding equity awards granted to Mr. Bartolotta prior to the third anniversary of the effective date of his employment agreement will vest in full for unvested time-based equity awards and will vest at target levels for unvested performance-based equity awards (assuming the performance criteria had been achieved at target levels for such period). Any outstanding equity awards granted to Mr. Bartolotta after the third anniversary of the effective date of his employment agreement will vest in accordance with the terms of the applicable award agreements.
Termination by the Company without Cause or by Mr. Bartolotta for Good Reason (during a Change in Control Period). If Mr. Bartolotta’s employment is terminated by the Company during a Change in Control Period without Cause or by Mr. Bartolotta for Good Reason, then Mr. Bartolotta will be entitled to (i) the Accrued Benefits, (ii) any accrued but unpaid annual incentive award for the year prior to the year of termination, (iii) an amount equal to two times the sum of his annual base salary and target award as in effect on the date of his termination and (iv) continued medical coverage, at the same cost to Mr. Bartolotta as if he were an active employee, until the earliest of: (x) one year following the date of the termination; (y) such time as Mr. Bartolotta obtains new employment that offers group medical coverage or (z) the end of the COBRA continuation period. In addition, all outstanding equity awards granted to Mr. Bartolotta prior to the third anniversary of the effective date of his employment agreement will vest in full for unvested time-based equity awards and will vest at target levels for unvested performance-based equity awards (assuming the performance criteria had been achieved at target levels for such period). Any outstanding equity awards granted to Mr. Bartolotta after the third anniversary of the effective date of his employment agreement will vest in accordance with the terms of the applicable award agreements.
In order to receive the payments under his employment agreement (excluding any Accrued Benefits Mr. Bartolotta may be entitled to receive), Mr. Bartolotta must execute and not revoke a general release and waiver agreement which includes a confirmation of his confidentiality, non-competition and non-solicitation obligations of his employment agreement.
Termination by the Company for Cause or Resignation without Good Reason. If Mr. Bartolotta’s employment is terminated by the Company for Cause or Mr. Bartolotta voluntarily resigns without Good Reason, then Mr. Bartolotta will be entitled only to Accrued Benefits and he will forfeit all unvested equity awards.
Lauren Goldberg
Ms. Goldberg is party to an employment agreement with the Company which became effective on May 26, 2015, as amended on February 23, 2016 and on February 21, 2018. For purposes of the “Termination Scenario Table” below, we have presented Ms. Goldberg’s termination scenarios as set forth in her employment agreement that was in effect as of December 31, 2020.
Death or Disability. If Ms. Goldberg’s employment is terminated due to her death or Disability (as defined in her employment agreement), then Ms. Goldberg will be entitled to “Accrued Benefits” comprised of (i) any unpaid base salary through the termination date, (ii) reimbursement for any unreimbursed business expenses incurred through the termination date and (iii) all other payments or benefits to which Ms. Goldberg is entitled under the terms of any applicable compensation arrangement or benefit plan or program. Ms. Goldberg will also be entitled to any accrued but unpaid annual incentive award
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for the year prior to the year of termination, if applicable, and any outstanding equity awards granted to Ms. Goldberg prior to the third anniversary of the effective date of her employment agreement will vest on a pro rata basis calculated by dividing the number of whole months elapsed from the issuance of the award until the termination date by the number of whole months in the applicable vesting period for time-based awards or the performance measurement period of a performance-based award (with performance criteria assumed to be achieved at target levels). Any outstanding equity awards granted to Ms. Goldberg after the third anniversary of the effective date of her employment agreement will vest in accordance with the terms of the applicable award agreements.
Termination by the Company without Cause or by Ms. Goldberg for Good Reason (other than during a Change in Control Period). If Ms. Goldberg’s employment is terminated by the Company other than during a Change in Control Period without Cause (as defined in her employment agreement) or by Ms. Goldberg for Good Reason (as defined in her employment agreement), then Ms. Goldberg will be entitled to (i) the Accrued Benefits, (ii) any accrued but unpaid annual incentive award for the year prior to the year of termination, (iii) an amount equal to the sum of her annual base salary and target award for the year of termination and (iv) continued medical coverage, at the same cost to Ms. Goldberg as if she were an active employee, until the earliest of: (x) one year following the date of the termination; (y) such time as Ms. Goldberg obtains new employment that offers group medical coverage or (z) the end of the COBRA continuation period. In addition, all outstanding equity awards granted to Ms. Goldberg prior to the third anniversary of the effective date of her employment agreement will vest in full for unvested time-based equity awards and will vest at target levels for unvested performance-based equity awards (assuming the performance criteria had been achieved at target levels for such period). Any outstanding equity awards granted to Ms. Goldberg after the third anniversary of the effective date of her employment agreement will vest in accordance with the terms of the applicable award agreements.
Termination by the Company without Cause or by Ms. Goldberg for Good Reason (during a Change in Control Period). If Ms. Goldberg’s employment is terminated by the Company during a Change in Control Period without Cause or by Ms. Goldberg for Good Reason, then Ms. Goldberg will be entitled to (i) the Accrued Benefits, (ii) any accrued but unpaid annual incentive award for the year prior to the year of termination, (iii) an amount equal to two times the sum of her annual base salary and target award as in effect on the date of her termination and (iv) continued medical coverage, at the same cost to Ms. Goldberg as if she were an active employee, until the earliest of: (x) one year following the date of the termination; (y) such time as Ms. Goldberg obtains new employment that offers group medical coverage or (z) the end of the COBRA continuation period. In addition, all outstanding equity awards granted to Ms. Goldberg prior to the third anniversary of the effective date of her employment agreement will vest in full for unvested time-based equity awards and will vest at target levels for unvested performance-based equity awards (assuming the performance criteria had been achieved at target levels for such period). Any outstanding equity awards granted to Ms. Goldberg after the third anniversary of the effective date of her employment agreement will vest in accordance with the terms of the applicable award agreements.
In order to receive the payments under her employment agreement (excluding any Accrued Benefits Ms. Goldberg may be entitled to receive), Ms. Goldberg must execute and not revoke a general release and waiver agreement which includes a confirmation of her confidentiality, non-competition and non-solicitation obligations of her employment agreement.
Termination by the Company for Cause or Resignation without Good Reason. If Ms. Goldberg’s employment is terminated by the Company for Cause or Ms. Goldberg voluntarily resigns without Good Reason, then Ms. Goldberg will be entitled only to Accrued Benefits and she will forfeit all unvested equity awards.
Paul H. McDowell
Mr. McDowell is party to an employment agreement with the Company which became effective on February 23, 2016, and was amended on February 21, 2018. For purposes of the “Termination Scenario Table” below, we have presented Mr. McDowell’s termination scenarios as set forth in his employment agreement that was in effect as of December 31, 2020.
Death or Disability. If Mr. McDowell’s employment is terminated due to his death or Disability (as defined in his employment agreement), then Mr. McDowell will be entitled to “Accrued Benefits” comprised of (i) any unpaid base salary through the termination date, (ii) reimbursement for any unreimbursed business expenses incurred through the termination date and (iii) all other payments or benefits to which Mr. McDowell is entitled under the terms of any applicable compensation arrangement or benefit plan or program. Mr. McDowell will also be entitled to any accrued but unpaid annual incentive award for the year prior to the year of termination, if applicable, and any outstanding equity awards granted to Mr. McDowell on or after the effective date of his employment agreement, but prior to April 1, 2018, will vest on a pro rata basis calculated by dividing the number of whole months elapsed from the issuance of the award until the termination date by the number of whole months in the applicable vesting period for time-based awards or the performance measurement period of a performance-based award (with performance criteria assumed to be achieved at target levels). Any outstanding equity awards granted to Mr. McDowell after April 1, 2018 will vest in accordance with the terms of the applicable award agreements.
45



Termination by the Company without Cause or by Mr. McDowell for Good Reason (other than during a Change in Control Period). If Mr. McDowell’s employment is terminated by the Company other than during a Change in Control Period without Cause (as defined in his employment agreement) or by Mr. McDowell for Good Reason (as defined in his employment agreement), then Mr. McDowell will be entitled to (i) the Accrued Benefits, (ii) any accrued but unpaid annual incentive award for the year prior to the year of termination, (iii) an amount equal to the sum of his annual base salary and target award for the year of termination and (iv) continued medical coverage, at the same cost to Mr. McDowell as if he were an active employee, until the earliest of: (x) one year following the date of the termination; (y) such time as Mr. McDowell obtains new employment that offers group medical coverage or (z) the end of the COBRA continuation period. In addition, all outstanding equity awards granted to Mr. McDowell on or after the effective date of his employment agreement, but prior to April 1, 2018, will vest in full for unvested time-based equity awards and will vest at target levels for unvested performance-based equity awards (assuming the performance criteria had been achieved at target levels for such period). Any outstanding equity awards granted to Mr. McDowell after April 1, 2018 will vest in accordance with the terms of the applicable award agreements.
Termination by the Company without Cause or by Mr. McDowell for Good Reason (during a Change in Control Period). If Mr. McDowell’s employment is terminated by the Company during a Change in Control Period without Cause or by Mr. McDowell for Good Reason, then Mr. McDowell will be entitled to (i) the Accrued Benefits, (ii) any accrued but unpaid annual incentive award for the year prior to the year of termination, (iii) an amount equal to two times the sum of his annual base salary and target award as in effect on the date of his termination and (iv) continued medical coverage, at the same cost to Mr. McDowell as if he were an active employee, until the earliest of: (x) one year following the date of the termination; (y) such time as Mr. McDowell obtains new employment that offers group medical coverage or (z) the end of the COBRA continuation period. In addition, all outstanding equity awards granted to Mr. McDowell on or after the effective date of his employment agreement, but prior to April 1, 2018, will vest in full for unvested time-based equity awards and will vest at target levels for unvested performance-based equity awards (assuming the performance criteria had been achieved at target levels for such period). Any outstanding equity awards granted to Mr. McDowell after April 1, 2018 will vest in accordance with the terms of the applicable award agreements.
In order to receive the payments under his employment agreement (excluding any Accrued Benefits Mr. McDowell may be entitled to receive), Mr. McDowell must execute and not revoke a general release and waiver agreement which includes a confirmation of his confidentiality, non-competition and non-solicitation obligations of his employment agreement.
Termination by the Company for Cause or Resignation without Good Reason. If Mr. McDowell’s employment is terminated by the Company for Cause or Mr. McDowell voluntarily resigns without Good Reason, then Mr. McDowell will be entitled only to Accrued Benefits and he will forfeit all unvested equity awards.
Thomas W. Roberts
Mr. Roberts is party to an employment agreement with the Company which became effective on February 23, 2016, and was amended on February 21, 2018. For purposes of the “Termination Scenario Table” below, we have presented Mr. Roberts’ termination scenarios as set forth in his employment agreement that was in effect as of December 31, 2020.
Death or Disability. If Mr. Roberts’ employment is terminated due to his death or Disability (as defined in his employment agreement), then Mr. Roberts will be entitled to “Accrued Benefits” comprised of (i) any unpaid base salary through the termination date, (ii) reimbursement for any unreimbursed business expenses incurred through the termination date and (iii) all other payments or benefits to which Mr. Roberts is entitled under the terms of any applicable compensation arrangement or benefit plan or program. Mr. Roberts will also be entitled to any accrued but unpaid annual incentive award for the year prior to the year of termination, if applicable, and any outstanding equity awards granted to Mr. Roberts on or after the effective date of his employment agreement, but prior to April 1, 2018, will vest on a pro rata basis calculated by dividing the number of whole months elapsed from the issuance of the award until the termination date by the number of whole months in the applicable vesting period for time-based awards or the performance measurement period of a performance-based award (with performance criteria assumed to be achieved at target levels). Any outstanding equity awards granted to Mr. Roberts after April 1, 2018 will vest in accordance with the terms of the applicable award agreements.
Termination by the Company without Cause or by Mr. Roberts for Good Reason (other than during a Change in Control Period). If Mr. Roberts’ employment is terminated by the Company other than during a Change in Control Period without Cause (as defined in his employment agreement) or by Mr. Roberts for Good Reason (as defined in his employment agreement), then Mr. Roberts will be entitled to (i) the Accrued Benefits, (ii) any accrued but unpaid annual incentive award for the year prior to the year of termination, (iii) an amount equal to the sum of his annual base salary and target award for the year of termination and (iv) continued medical coverage, at the same cost to Mr. Roberts as if he were an active employee, until the earliest of: (x) one year following the date of the termination; (y) such time as Mr. Roberts obtains new employment that offers group medical coverage or (z) the end of the COBRA continuation period. In addition, all outstanding equity awards granted to
46



Mr. Roberts on or after the effective date of his employment agreement, but prior to April 1, 2018, will vest in full for unvested time-based equity awards and will vest at target levels for unvested performance-based equity awards (assuming the performance criteria had been achieved at target levels for such period). Any outstanding equity awards granted to Mr. Roberts after April 1, 2018 will vest in accordance with the terms of the applicable award agreements.
Termination by the Company without Cause or by Mr. Roberts for Good Reason (during a Change in Control Period). If Mr. Roberts’ employment is terminated by the Company during a Change in Control Period without Cause or by Mr. Roberts for Good Reason, then Mr. Roberts will be entitled to (i) the Accrued Benefits, (ii) any accrued but unpaid annual incentive award for the year prior to the year of termination, (iii) an amount equal to two times the sum of his annual base salary and target award as in effect on the date of his termination and (iv) continued medical coverage, at the same cost to Mr. Roberts as if he were an active employee, until the earliest of: (x) one year following the date of the termination; (y) such time as Mr. Roberts obtains new employment that offers group medical coverage or (z) the end of the COBRA continuation period. In addition, all outstanding equity awards granted to Mr. Roberts on or after the effective date of his employment agreement, but prior to April 1, 2018, will vest in full for unvested time-based equity awards and will vest at target levels for unvested performance-based equity awards (assuming the performance criteria had been achieved at target levels for such period). Any outstanding equity awards granted to Mr. Roberts after April 1, 2018 will vest in accordance with the terms of the applicable award agreements.
In order to receive the payments under his employment agreement (excluding any Accrued Benefits Mr. Roberts may be entitled to receive), Mr. Roberts must execute and not revoke a general release and waiver agreement which includes a confirmation of his confidentiality, non-competition and non-solicitation obligations of his employment agreement.
Termination by the Company for Cause or Resignation without Good Reason. If Mr. Roberts’ employment is terminated by the Company for Cause or Mr. Roberts voluntarily resigns without Good Reason, then Mr. Roberts will be entitled only to Accrued Benefits and he will forfeit all unvested equity awards.
Termination Scenario Table
The table below provides certain estimates of the payments and benefits that would be provided to our NEOs in the event that a qualifying termination of employment or a change in control occurred, assuming that the triggering event took place on December 31, 2020. The value of vested equity is based on the closing price of the Company’s common stock on December 31, 2020, the last business day of the 2020 fiscal year, which was $37.79, and have been adjusted for the Reverse Stock Split.
Name and Termination Scenario
Accrued Annual Incentive Award ($)(1)
Severance ($)
Equity Awards
($)(2)
Accrued Benefits
($)(3)
Total Payout ($)
Glenn J. Rufrano
Death or Disability— — 3,974,631 73,077 4,047,708 
Without Cause or Resignation for Good Reason (no Change in Control)— 5,000,000 11,240,705 100,951 16,341,656 
Without Cause or Resignation for Good Reason (Change in Control)— 7,500,000 11,240,705 73,077 18,813,782 
For Cause or Voluntary Resignation— — — 73,077 73,077 
Non-Renewal by the Company— 2,500,000 — 73,077 2,573,077 
Michael J. Bartolotta
Death or Disability587,000 — 1,306,316 2,353 1,895,669 
Without Cause or Resignation for Good Reason (no Change in Control)587,000 1,207,500 2,534,253 13,697 4,342,450 
Without Cause or Resignation for Good Reason (Change in Control)587,000 2,415,000 2,534,253 13,697 5,549,950 
For Cause or Voluntary Resignation— — — 2,353 2,353 
Lauren Goldberg
Death or Disability474,000 — 1,216,185 38,366 1,728,551 
Without Cause or Resignation for Good Reason (no Change in Control)474,000 1,076,250 2,343,169 45,086 3,938,505 
Without Cause or Resignation for Good Reason (Change in Control)474,000 2,152,500 2,343,169 45,086 5,014,755 
For Cause or Voluntary Resignation— — — 38,366 38,366 
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Name and Termination Scenario
Accrued Annual Incentive Award ($)(1)
Severance ($)
Equity Awards
($)(2)
Accrued Benefits
($)(3)
Total Payout ($)
Paul H. McDowell
Death or Disability540,000 — 1,238,773 38,366 1,817,139 
Without Cause or Resignation for Good Reason (no Change in Control)540,000 1,128,750 2,390,952 49,710 4,109,412 
Without Cause or Resignation for Good Reason (Change in Control)540,000 2,257,500 2,390,952 49,710 5,238,162 
For Cause or Voluntary Resignation— — — 38,366 38,366 
Thomas W. Roberts
Death or Disability540,000 — 1,531,741 32,977 2,104,718 
Without Cause or Resignation for Good Reason (no Change in Control)540,000 1,155,000 3,012,018 46,572 4,753,590 
Without Cause or Resignation for Good Reason (Change in Control)540,000 2,310,000 3,012,018 46,572 5,908,590 
For Cause or Voluntary Resignation— — — 32,977 32,977 
__________________________
(1)Represents the actual 2020 performance-based annual incentive award which was paid in cash in the following year for all executives with the exception of Mr. Rufrano’s 2020 performance-based annual incentive award which was paid in a time-based restricted stock unit award granted in February 2021 and will be reported in next year’s proxy statement. See “Compensation Discussion and Analysis-Elements of Compensation-Annual Incentive Award” for a discussion of each NEO’s actual annual incentive award relative to his or her target award for 2020.
(2)Includes the value of accelerating equity awards and dividend equivalents on restricted stock units. The amounts do not include performance-based restricted stock unit awards granted in 2018 (performance period was January 1, 2018 to December 31, 2020) because there would not be an acceleration of the awards as a result of a termination on December 31, 2020 as the performance criteria would have been satisfied and would be settled in accordance with its terms. The Compensation Committee determined that the awards would vest at 75.24% of the target award based upon the partial achievement of the vesting criteria as of December 31, 2020. For additional information about the performance-based restricted stock unit awards granted in 2018, see the “Option Exercises and Stock Vested” table above.
(3)Includes accrued vacation and/or medical coverage for the executive and his or her spouse and then-covered dependents.
Pay Ratio Disclosure
Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC adopted a rule requiring annual disclosure of the ratio of the Company’s median employee annual total compensation to the annual total compensation of the Company’s principal executive officer, Mr. Rufrano, our Chief Executive Officer.
For fiscal year 2020, Mr. Rufrano had total compensation as reflected in the Summary Compensation Table above. The 2020 annual compensation for the Company’s median employee (calculated excluding Mr. Rufrano) was approximately $112,700. As a result, for 2020, Mr. Rufrano’s compensation was approximately 74 times that of the annual compensation for the median employee. As of December 31, 2020, we had 157 employees, including 156 full-time employees and one part-time employee. In determining the median employee for 2020, we utilized employees’ compensation as reported on their Form W-2s for the year ended December 31, 2020.
Under the SEC’s rules and guidance, there are numerous ways to determine the compensation of a company’s median employee, including the elements of pay and benefits used, assumptions made and the use of statistical sampling. Further, each company has unique employee populations and compensation programs. As such our pay ratio may not be comparable to the pay ratio reported by other companies.

48



COMPENSATION OF THE BOARD OF DIRECTORS
Director Compensation
In May 2018, the Compensation Committee engaged Semler Brossy to conduct a competitive assessment of the compensation program for the Board of Directors, as compared to the peer group then approved for reviewing executive pay. Following this review, with the recommendation of Semler Brossy and the Compensation Committee, the Board approved the following compensation program for directors:

$70,000 annual cash retainer;
$125,000 annual equity retainer in the form of deferred stock units;
elimination of meeting fees and the adoption of an excess meeting fee policy which provides a fee of $1,500 per meeting of the Board or of a Board committee in excess of ten meetings in a calendar year for the Board or the respective committee;
a reduced non-Executive Chairman of the Board annual cash retainer of $100,000;
an annual cash retainer of $30,000 for the chair of the Audit Committee and an annual cash retainer of $15,000 for each other member of the Audit Committee;
an annual cash retainer of $25,000 for the chair of the Compensation Committee and an annual cash retainer of $10,000 for each other member of the Compensation Committee; and
an annual cash retainer of $15,000 for the chair of the Nominating and Corporate Governance Committee and an annual cash retainer of $6,000 for each other member of the Nominating and Corporate Governance Committee.

Cash compensation for the Board of Directors is paid to the independent directors quarterly in arrears. The annual equity retainer is granted to each independent director on or around each regularly scheduled annual meeting of stockholders and if an independent director is elected to the Board between annual meetings of stockholders, a pro-rata annual equity retainer is granted at such independent director’s election measured from the effective date of the election to the one-year anniversary of the previous year’s annual meeting of stockholders.

The annual equity retainer for independent directors consists of deferred stock units granted under the Equity Plan. The deferred stock units vest upon issuance and will be settled three years from the date of grant or, if a director ends his or her tenure for any reason prior thereto, at the end of his or her tenure. The deferred stock units entitle the holder to dividend equivalent payments consistent with the dividends paid on the Company’s common stock.

Independent directors may elect to participate in the Independent Directors’ Deferred Compensation Program (“Deferred Compensation Program”) whereby they receive deferred stock units in lieu of cash compensation (including any annual cash retainer for serving as Non-Executive Chairman or as chair or member of any of the Board committees and excess meeting fees) and can defer their annual equity retainer. If a director makes this election, he or she receives a quarterly issuance of deferred stock units equal to his or her aggregate deferred retainers and meeting fees for the prior calendar quarter divided by the closing price of the Company’s common stock on the NYSE on the last business day of a quarter. If an independent director elects to defer his or her annual equity retainer, such director will receive deferred stock units that vest upon issuance but will settle at the earlier of the end of the director’s tenure, death or a change in control. The deferred stock units entitle the holder to receive on the last regular common stock dividend payment date in the year, deferred stock units in an amount equal in value to the dividends paid on the Company’s common stock for such year.
Director Compensation Table for 2020
The following table sets forth the information regarding the compensation of our directors who served during the fiscal year ended December 31, 2020:
Name
Fees Earned or
Paid in Cash
($)(1)
Stock Awards
($)(2)
All Other
Compensation
($)(3)
Total
Compensation
($)
Glenn J. Rufrano(4)
— — — — 
Hugh R. Frater173,000 125,000 19,523 317,523 
David B. Henry104,500 125,000 19,523 249,023 
Mary Hogan Preusse90,500 125,000 19,563 235,063 
Richard J. Lieb114,500 125,000 19,523 259,023 
Mark S. Ordan(5)
47,500 125,000 17,894 190,394 
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Name
Fees Earned or
Paid in Cash
($)(1)
Stock Awards
($)(2)
All Other
Compensation
($)(3)
Total
Compensation
($)
Eugene A. Pinover95,500 125,000 51,376 271,876 
Julie G. Richardson102,500 125,000 54,736 282,236 
__________________________
(1)For a description of the annual non-employee director retainer fees and related payments, please see “Compensation of the Board of Directors—Director Compensation.” Messrs. Pinover and Ordan and Ms. Richardson each elected to participate in the Deferred Compensation Program in 2020, and amounts in this column include amounts for cash compensation which were deferred.
(2)Amounts in this column include only amounts for the annual equity retainer and reflect the grant date fair value of deferred stock unit awards computed in accordance with ASC Topic 718, without regard to forfeitures. For further information on how we account for equity-based compensation and the assumptions used, see “Note 13 - Equity-based Compensation” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 24, 2021. These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual amounts, if any, that will be recognized by the directors. Mr. Pinover and Mses. Hogan Preusse and Richardson each elected to defer their annual equity retainer pursuant to their election to participate in the Deferred Compensation Program in 2020.
(3)Reflects dividend equivalents on deferred stock units that have not yet settled. In the case of Messrs. Pinover and Ordan and Ms. Richardson, also reflects the value of deferred stock units granted in lieu of dividend equivalents pursuant to their election to participate in the Deferred Compensation Program in 2020.
(4)Mr. Rufrano did not receive any fees for serving as a director in 2020.
(5)Mr. Ordan resigned from the Board effective July 13, 2020.
Director Stock Ownership Guidelines

In 2015, our Board adopted guidelines encouraging each director to hold shares of the Company’s common stock. Each non-employee director of the Company is required to own common stock of the Company with a fair market value of at least five times the cash portion of his or her annual retainer. Each non-employee director has a phase-in period of five years from the date of his or her election to the Board to achieve the required minimum share ownership level. As of December 31, 2020, all of the non-employee directors met the requirements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The table below presents the members of the Compensation Committee and their respective service terms. None of these persons had, at any time, served as an officer or employee of the Company and, during 2020, none of these persons had any relationships with the Company requiring disclosure under applicable rules and regulations of the SEC.
NameDates
Julie G. Richardson (Independent Director)(1)
April 1, 2015 - Present
Mary Hogan Preusse (Independent Director)April 5, 2017 - Present
Richard J. Lieb (Independent Director)April 5, 2017 - Present
__________________________
(1)Ms. Richardson has served as the Chair of the Compensation Committee since September 29, 2015.


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PROPOSAL 3 
NON-BINDING ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A of the Exchange Act, the Company is providing its stockholders with the opportunity to vote on a non-binding advisory resolution approving the named executive officers’ compensation described herein. This proposal, known as a “say on pay” proposal, gives the Company’s stockholders the opportunity to express their views on our named executive officer’s compensation.
The Board believes that the information provided in the Compensation Discussion and Analysis demonstrates that our executive compensation program was designed appropriately and is working to ensure that management’s interests are aligned with our stockholders’ interests to support long-term value creation. In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking stockholders to approve, on a non-binding advisory basis, the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, the compensation tables and related narrative discussion, is hereby approved.”
While the say-on-pay vote is advisory and will be non-binding, the Compensation Committee does value the opinions of our stockholders and intends to take the results of the vote on this proposal into account in its future decisions regarding the compensation of our named executive officers. Unless the Board modifies its policy on the frequency of future say-on-pay advisory votes, the next say-on-pay advisory vote will be held at the 2022 annual meeting of stockholders, and the next advisory vote on the frequency of holding a say-on-pay vote will occur no later than the 2026 annual meeting of stockholders.
We are asking our stockholders to indicate their support for our named executive officers’ compensation as described in this proxy statement. This non-binding advisory vote is not limited to any specific item of compensation, but rather addresses the overall compensation of our named executive officers and our philosophy, policies and practices relating to their compensation as described in this proxy statement pursuant to Item 402 of Regulation S-K.
Vote Required
The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve by non-binding advisory resolution the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS RESOLUTION.
51



PROPOSAL 4
APPROVAL OF THE VEREIT, INC. 2021 EQUITY INCENTIVE PLAN

On March 24, 2021, the Board, upon the recommendation of the Compensation Committee, approved the VEREIT, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), subject to the approval of our stockholders. The 2021 Plan will become effective if and when it is approved by our stockholders and will replace the Company’s existing equity plan, originally adopted in 2011 (the “Prior Plan”) and the Company’s Non-Executive Director Stock Plan, originally adopted in 2011, effective as of such date of stockholder approval. Following the effective date of the 2021 Plan, no further awards will be made under the Prior Plan or the Non-Executive Director Stock Plan. Additionally, the number of shares of common stock available for issuance under the 2021 Plan will be reduced by the number of shares of common stock underlying awards granted under the Prior Plan after February 28, 2021, if any. No new grants have been made since 2014 or will be made under the Non-Executive Director Stock Plan after February 28, 2021 if the 2021 Plan is approved by stockholders. All share amounts presented in this Proposal 4 are reflected on a post-split basis in accordance with the Reverse Stock Split.

We believe that having an equity incentive plan in place is critical to our ability to attract, retain and motivate employees in a highly competitive marketplace and to ensure that the Company’s compensation program is structured in a manner that aligns employee interests with the success of the Company. By adopting the 2021 Plan, we will be able to continue using equity awards to attract, retain and motivate employees, as our Prior Plan expires on September 5, 2021. The following highlights key reasons why we believe stockholders should approve the 2021 Plan:

Reasonable Plan Cost
Reasonable number of shares of common stock requested – 8,800,000 shares less shares granted under the Prior Plan after February 28, 2021.
Awards would not have a substantially dilutive effect (issuance of all shares would be approximately 3.84% of outstanding shares of common stock outstanding).

Stockholder-Friendly Plan Features
Minimum vesting of one year required for all equity awards, other than a limited number of excepted awards.
No liberal share recycling and shares of stock withheld for tax withholding, net settlement or exercise payment are not added back.
No evergreen feature providing for automatic increases in the share reserve without stockholder approval.
No stock option repricing permitted without stockholder approval.
No accelerated vesting in connection with a change in control without consummation of such change in control (i.e., no liberal change in control definition).
For all award types, no payment of dividends permitted prior to the vesting of the underlying awards.

Responsible Grant Practices by the Company
Pay is tied to performance - for 2020, long-term incentive compensation for executive officers, including two-thirds of the long-term incentive award for our Chief Executive Officer, is tied to TSR performance relative to a market index and our net-lease peers.
For 2020, time-based restricted stock units vest ratably over three years for all executive officers except our Chief Executive Officer whose equity awards vest ratably over four years.
Executive compensation is designed to be competitive with our peer group.
Robust stock ownership requirements for our executive officers.
Double-trigger acceleration of vesting upon change in control which requires a qualified termination of employment following a change in control before vesting of equity awards is accelerated for executive officers.
Clawback policy applies to equity awards.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 4 TO APPROVE THE 2021 PLAN.



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Shares Available for Issuance

Under the 2021 Plan, the number of shares of common stock to be available for issuance for new awards will be 8,800,000 shares less the number of shares of common stock underlying awards granted under the Prior Plan after February 28, 2021.

As of February 28, 2021, there were 229,129,625 shares of common stock outstanding and the number of shares of common stock to be issued upon the settlement of deferred stock units, the vesting and settlement of outstanding restricted stock unit awards and the exercise of option awards for which we have reserved shares under our Prior Plan was:

As of February 28, 2021
Options (upon exercise)1,048,492 (1)
Performance-based restricted stock units (unvested)461,006 (2)
Time-based restricted stock units (unvested)353,224 
Deferred stock units113,214 (3)
Total1,975,936 
__________________________
(1) As of February 28, 2021, 505,253 options are vested and exercisable. As of February 28, 2021, the weighted average exercise price of the outstanding options is $37.88 and the weighted average remaining term of the outstanding options is 7.50 years.
(2) The amount assumes achievement of performance-based restricted stock units at target level. If achievement of performance-based restricted stock units at the maximum level is assumed, the total shares of common stock issuable under the outstanding performance-based restricted stock units is 737,610.
(3) All of the deferred stock units are vested but settle three years following the grant date or, for directors participating in the deferred compensation plan, upon the director’s earlier separation of service, death or a change in control of the Company.
Other than the foregoing, no other awards pursuant to which shares of common stock were issuable under any of our existing or prior equity compensation plans, including the Prior Plan and the Non-Executive Director Stock Plan, were outstanding as of February 28, 2021. Set forth below is the total shares available for issuance under our existing and prior equity compensation plans.
As of February 28, 2021
Prior Plan20,025,922 
Non-Executive Director Stock Plan10,800 
Shares available for issuance upon shareholder approval of the 2021 Plan:
2021 Plan8,800,000 (1)
Prior Plan— 
Non-Executive Director Stock Plan— 
8,800,000 (1)
__________________________
(1) Amount to be reduced by shares underlying awards granted under the Prior Plan after February 28, 2021, if any, and subject to adjustments as set forth in the 2021 Plan.
Burn Rate

The following table sets forth information regarding historical awards granted during 2020, 2019 and 2018 and the corresponding burn rate, which is defined as the number of shares subject to stock or unit awards granted in a year divided by the weighted average number of shares of common stock outstanding for that year, for each of the last three fiscal years:
202020192018
Stock Options Granted (A)559,460560,528
Full-Value Awards Granted (B) (1)
333,995299,016369,266
Weighted Average Common Stock/Units Outstanding During the Fiscal Year (C) (2)
217,703,031203,224,097198,563,555
Annual Burn Rate ((A+(Bx2))/C) (3)
0.31%0.57%0.65%
Three Year Average Burn Rate (4)
0.51%
__________________________
(1) Full-value awards include (i) time-based restricted stock units, (ii) performance-based restricted stock units (at the target level) and (iii) deferred stock units, in each case, granted during the applicable year.
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(2) For each applicable year, represents the weighted average number of shares of common stock of the Company and common units of the Company’s operating partnership outstanding during the year. Because the Company is a real estate investment trust that conducts substantially all of its operations through an operating partnership, both shares of common stock of the Company and common units of the Company’s operating partnership not owned by the Company are included for purposes of calculating our burn rate. Each common unit of the Company’s operating partnership is exchangeable into shares of common stock on a one-for-one basis, subject to certain conditions.
(3) Burn rate represents: (a) the sum of (i) stock options granted plus (ii) the number of shares subject to full-value awards granted during the year multiplied by 2.0, which is a multiplier that is intended to reflect the greater value delivered by full-value awards as compared to stock options for purposes of comparing burn rates among companies that may utilize different forms of equity awards, divided by (b) the weighted average number of shares of Common Stock of the Company and common units of the Company’s operating partnership outstanding during the year.
(4) As illustrated in the table, our three-year average burn rate for the last three fiscal years was 0.51%, which is below the applicable industry index burn rate benchmark of 2.15% established by Institutional Shareholder Services.
Summary of the 2021 Plan

The following description of certain material features of the 2021 Plan is intended to be a summary only. This summary is qualified in its entirety by the full text of the 2021 Plan that is attached hereto as Appendix B.

Shares of Common Stock Available. The maximum number of shares of common stock that may be issued under the 2021 Plan is 8,800,000 shares less shares underlying awards granted under the Prior Plan after February 28, 2021, if any, and subject to adjustments as set forth in the 2021 Plan. Based solely on the closing price of our common stock as reported on the NYSE on February 26, 2021 (the last trading day prior to February 28, 2021), the maximum aggregate market value of the 8,800,000 shares that could potentially be issued under the 2021 Plan is $343.2 million. Shares of common stock underlying awards granted under the 2021 Plan or the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2021 Plan. Notwithstanding the foregoing, the following shares will not be added to shares authorized for grant under the 2021 Plan: (i) shares tendered or held back upon the exercise of stock options or settlement of an award to cover the exercise price or tax withholding and (ii) shares subject to stock appreciation rights that are not issued in connection with the stock settlement of the stock appreciation right upon exercise. Any shares of common stock issued pursuant to assumed or substituted awards granted in connection with the acquisition of another company will not reduce the number of shares authorized for grant under the 2021 Plan. In addition, in connection with the acquisition of another company, the Company may assume outstanding awards granted by another company as if they had been granted under the 2021 Plan or grant awards under the 2021 Plan in substitution of such outstanding awards, in each case, to the extent the applicable award recipient is eligible to be granted such an award under the 2021 Plan. Any shares of common stock issued pursuant to such assumed or substituted awards will not reduce the number of shares authorized for grant under the 2021 Plan.

Plan Administration. The 2021 Plan will be administered by either the Compensation Committee, the Board or by such other committee of the Board performing the functions of the Compensation Committee (in either case, the “Administrator”). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, to determine the specific terms and conditions of each award, subject to the provisions of the 2021 Plan, to accelerate the exercisability or vesting of any award in circumstances involving the grantee’s death, disability, retirement or termination of employment or service relationship or a change in control and to otherwise administer the 2021 Plan and the awards granted thereunder. Subject to applicable law, unless the Administrator determines otherwise, in its sole discretion, our Chief Executive Officer, or his or her delegate, is authorized to exercise any and all of the Administrator’s authority and duties with respect to the granting of awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and not himself or herself, subject to certain limitations.

No Liberal Stock Recycling. Shares of common stock tendered or held back for taxes or to cover the exercise price of an option will not be added back to the reserved pool under the 2021 Plan. Upon the exercise of a stock appreciation right that is settled in shares of common stock, the full number of shares of common stock underlying the award will be charged to the reserved pool. Additionally, shares of stock we reacquire on the open market will not be added to the reserved pool. In the event we repurchase shares of stock on the open market, such shares of common stock shall not be added to the shares of common stock available for issuance under the 2021 Plan.

Types of Awards. The types of awards permitted under the 2021 Plan include stock options, stock appreciation rights, restricted stock unit awards, restricted stock awards, unrestricted stock awards, dividend equivalent rights and other equity-based awards. Subject to the overall limit on the number of shares that may be issued under the 2021 Plan, shares of common stock may be issued up to such maximum number pursuant to any type of award; provided that no more than 8,800,000 shares of common stock (plus, to the extent permitted by the Code, any shares added back to the 2021 Plan as described above) may be issued in the form of incentive stock options.
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Eligibility. All officers, employees, non-employee directors and consultants of the Company and its subsidiaries will be eligible to receive awards under the 2021 Plan. Persons eligible to participate in the 2021 Plan will be those officers, employees, non-employee directors and consultants of the Company and its subsidiaries as selected from time to time by the Administrator, as well as such other persons selected from time to time by the Administrator to whom issuances of shares under the 2021 Plan may be registered and permitted under applicable securities laws. As of February 28, 2021, approximately 173 individuals would have been eligible to participate in the 2021 Plan had it been effective on such date, which includes five executive officers, 153 employees who are not executive officers, eight non-employee directors and seven consultants.

Adjustments for Stock Dividends, Stock Splits, Etc. The 2021 Plan requires the Administrator to make appropriate equitable adjustments to the number and kind of shares of common stock that are subject to issuance under the 2021 Plan, to certain limits in the 2021 Plan, and to any outstanding awards under the 2021 Plan, as well as equitable adjustments to the purchase price or exercise price, as applicable, of outstanding awards under the 2021 Plan, to reflect any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or similar change in the Company’s capital stock, including as a result of any merger or consolidation or sale of all or substantially all of the assets of the Company.

Sale Event and Change in Control. The 2021 Plan provides that in the event of a Sale Event, as defined in the 2021 Plan, outstanding stock options and stock appreciation rights or other awards may be assumed, continued or substituted with new stock options or stock appreciation rights or other awards, as applicable, of the successor entity. In connection with any Sale Event in which shares are exchanged for or converted into the right to receive cash, outstanding unvested awards may be converted into the right to receive an amount of cash equal to the per share cash consideration multiplied by the number of shares subject to such awards (net of any applicable exercise prices), subject to any remaining vesting provisions relating to such awards. To the extent that outstanding stock options and stock appreciation rights are not assumed, continued or substituted, such awards will terminate, unless otherwise provided in the award agreement, and each stock option and stock appreciation right that is terminated will become vested and fully exercisable and the Company will take one of the following actions with respect to each such award (with the choice to be made by the Administrator in its sole discretion): (i) make or provide for a payment, in cash or in kind, to the grantee holding such awards, in an amount equal to the excess, if any, of (A) the per share consideration from such Sale Event multiplied by the number of shares subject to such awards (to the extent then exercisable, after taking into account any acceleration, at prices not in excess of the per share amount of such consideration) above (B) the aggregate exercise price for such shares subject to such awards; or (ii) permit the grantee holding such awards, within a specified period of time prior to such termination, as determined by the Administrator, to exercise the awards (to the extent such awards would be exercisable, after taking into account any acceleration).

Minimum Vesting Period. The minimum vesting period for each equity award granted under the 2021 Plan must be at least one year, provided that up to 5% of the shares authorized for issuance under the 2021 Plan may be utilized for unrestricted stock awards or other equity awards with a minimum vesting period of less than one year. In addition, the Administrator may grant equity awards that vest within one year (i) if such awards are granted as substitute awards in replacement of other awards (or awards previously granted by an entity being acquired (or assets of which are being acquired)) that were scheduled to vest within one year or (ii) if such awards are being granted in connection with an elective deferral of cash compensation that, absent a deferral election, otherwise would have been paid to the grantee within the one year.

Term. No awards may be granted under the 2021 Plan ten years or more after the date of stockholder approval and no incentive stock options may be granted after the tenth anniversary of the date the 2021 Plan is approved by the Board.

Repricing. The Administrator may not, without stockholder approval, reduce the exercise price of outstanding stock options or stock appreciation rights or effect repricing through cancellation and re-grants or cancellation of stock options or stock appreciation Rights in exchange for cash or other awards, other than as a result of a proportionate adjustment made in connection with a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar event.

Stock Options. The 2021 Plan permits the granting of (1) options intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the 2021 Plan will be non-qualified stock options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Non-qualified stock options may be granted to any persons eligible to receive incentive stock options and to non-employee directors and consultants. Incentive stock options may be granted only to employees of the Company or any subsidiary. The exercise price of each option will be determined by the Administrator but may not be less than 100% of the fair market value of our shares of common stock on the date of grant, subject to certain exceptions set forth in the 2021 Plan. The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Administrator. Options may be exercised in whole or in part by giving written or electronic notice to the
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Company. Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Administrator or by delivery (or attestation to the ownership following such procedures as we may prescribe) of shares of common stock that are not subject to restrictions under any Company plan. Subject to applicable law, the exercise price may also be delivered to the Company by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the Administrator may permit non-qualified stock options to be exercised using a net exercise feature which reduces the number of shares of common stock issued to the optionee by the number of shares of common stock with a fair market value equal to the exercise price. To qualify as incentive stock options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares of common stock subject to incentive stock options that first become exercisable by a participant in any one calendar year.

Stock Appreciation Rights. The Administrator may award stock appreciation rights to participants subject to such conditions and restrictions as the Administrator may determine, provided that the exercise price may not be less than 100% of the fair market value of our shares of common stock on the date of grant, subject to certain exceptions set forth in the 2021 Plan. Stock appreciation rights are settled in cash or shares of common stock. In addition, no stock appreciation right shall be exercisable more than ten years after the date the stock appreciation right is granted.

Restricted Stock Units. Restricted stock unit awards are payable in the form of shares of common stock (or cash, to the extent explicitly provided in the award agreement) and may be subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. In the Administrator’s sole discretion, it may permit a participant to defer settlement of his or her restricted stock units to one or more dates specified in the applicable award agreement or elected by the participant. In addition, in the Administrator’s sole discretion, and subject to the participant’s compliance with the procedures established by the Administrator and requirements of Section 409A of the Code, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a restricted stock unit award.

Restricted Stock. The Administrator may award shares of common stock to participants subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain pre-established performance goals and/or continued employment or service through a specified restriction period. If the lapse of restrictions with respect to the shares of common stock is tied to attainment of vesting conditions, any cash dividends paid by the Company during the vesting period will be retained by, or repaid by the grantee to, the Company until and to the extent the vesting conditions are met with respect to the award; provided, that to the extent provided for in the applicable award agreement or by the Administrator, an amount equal to such cash dividends retained by the Company or repaid by the grantee, may be paid to the grantee upon the lapsing of such restrictions.

Unrestricted Stock. The 2021 Plan gives the Administrator discretion to grant stock awards free of any restrictions. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

Dividend Equivalent Rights. Dividend equivalent rights are awards entitling the grantee to current or deferred payments equal to cash dividends on a specified number of shares of common stock. Dividend equivalent rights may be settled in cash or stock and are subject to other conditions as the Administrator shall determine. Dividend equivalent rights may be granted to any grantee as a component of an award or as a freestanding award. For a dividend equivalent right granted as a component of an award under the 2021 Plan, such dividend equivalent right will be settled only upon settlement or payment of, or lapse of restrictions on, such award, and such dividend equivalent right will be forfeited under the same conditions as such award.

Other Equity-Based Awards. The Administrator may grant units in the Company’s operating partnership or other units or any other membership or ownership interests (which may be expressed as units or otherwise) in a subsidiary (or other affiliate of the Company), with any stock being issued in connection with the conversion of (or other distribution on account of) an interest granted under the provisions of the 2021 Plan.

Tax Withholding. Participants in the 2021 Plan are responsible for the payment of any federal, state or local taxes that we are required by law to withhold upon any exercise, vesting or settlement of awards, as applicable. Subject to approval by the Administrator, participants may elect to have the tax withholding obligations satisfied by authorizing the Company to withhold shares of common stock to be issued. Additionally, the Administrator may provide for mandatory share withholding up to the required withholding amount. The Administrator may also require tax withholding obligations to be satisfied by an arrangement where shares issued pursuant to an award are immediately sold and proceeds from such sale are remitted to the Company in an amount to satisfy such tax withholding obligations.

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Amendments and Termination. Generally, under current NYSE rules, all material amendments to the 2021 Plan, including those that materially increase the number of shares of common stock available (other than an increase solely to reflect a reorganization, stock split, merger, spin-off or similar transaction), expand the types of awards available or the persons eligible to receive awards, extend the term of the 2021 Plan, change the method of determining the exercise price of options or delete or limit any provision prohibiting the repricing of options, must be approved by our common stockholders. The Board may determine to make amendments subject to the approval of the common stockholders for purposes of complying with the rules of the NYSE or to preserve the qualified status of incentive stock options. Otherwise, our Board may amend or discontinue the 2021 Plan at any time, provided that no such action will materially and adversely affect the rights under any outstanding awards without the holder’s consent.

Certain Federal Income Tax Consequences – Options and Stock Appreciation Rights

The following is a summary of the principal federal income tax consequences of certain transactions under the 2021 Plan relating to options and stock appreciation rights. It does not describe all federal tax consequences under the 2021 Plan, nor does it describe state or local tax consequences.

Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (1) upon sale of such shares of common stock, any amount realized in excess of the option price (the amount paid for the shares of common stock) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (2) we will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above, generally: (1) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the option price thereof; and (2) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of common stock.

If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Non-Qualified Stock Options. No taxable income is generally realized by the optionee upon the grant of a non-qualified stock option. Generally: (1) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option price and the fair market value of the shares of common stock on the date of exercise, and we receive a tax deduction for the same amount; and (2) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified stock option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

Stock Appreciation Rights. No income will be recognized by a recipient upon the grant of either tandem or freestanding stock appreciation rights. For the year in which the stock appreciation right is exercised, the recipient will generally be taxed at ordinary income rates on the amount equal to the cash received plus the fair market value of any unrestricted shares received on the exercise.

Parachute Payments. The vesting of any portion of an option or stock appreciation right that is accelerated due to the occurrence of a change in control may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments,” as defined in the Code. Any such parachute payments may be non-deductible to us, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Limitation on Deductions. Under Section 162(m) of the Code, the Company’s deduction for awards under the 2021 Plan may be limited to the extent that any “covered employee” (as defined in Section 162(m) of the Code) receives compensation in excess of $1 million a year.
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New Plan Benefits

Because the grant of awards under the 2021 Plan is within the discretion of the Administrator, we cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the 2021 Plan.

Vote Required

The affirmative vote of a majority of the votes cast is required for the approval of the 2021 Plan. In addition, the rules of the NYSE require that votes for the proposal must be at least a majority of all of the votes cast on the proposal (including votes for and against and abstentions). The NYSE treats abstentions as votes cast, but does not treat broker non-votes as votes cast.


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PROPOSAL 5
AMENDMENTS TO THE COMPANY’S CHARTER AND BYLAWS

We are asking our stockholders to approve amendments to the Company’s Charter and Bylaws to allow the Company’s Bylaws to be amended by our stockholders.

Background

As permitted by the Maryland General Corporation Law, Section 5.01 of Article 5 of the Company’s Charter currently provides that the Board shall have the exclusive power to adopt, alter or repeal any provision of the Company’s Bylaws and to make new bylaws. In addition, Section 7.07 of the Company’s Bylaws currently provides that the Board shall have the exclusive power to alter, amend or repeal the Bylaws, provided that certain sections of the Bylaws, including Section 7.07, may not be altered, amended or repealed by the Board unless the Board shall also obtain the approval of the Company’s stockholders. Consequently, for stockholders to have the right to amend the Bylaws, the Company’s stockholders are required to approve amendments to both the Charter and the Bylaws.

The Board has adopted an amendment to the Charter (the “Articles of Amendment”) to amend Section 5.01 of Article 5 so that the Board does not have the exclusive power to amend the Bylaws, and has recommended that our stockholders approve the Articles of Amendment at the Annual Meeting. The Board has also adopted an amendment to the Bylaws (the “Amended and Restated Bylaws”) to permit stockholders to amend the Amended and Restated Bylaws under certain circumstances, and has recommended that our stockholders approve the Amended and Restated Bylaws at the Annual Meeting. The Amended and Restated Bylaws would permit the stockholders of the Company, to the extent permitted by law, to amend the Amended and Restated Bylaws by the affirmative vote of a majority of all the votes entitled to be cast on the matter pursuant to a binding proposal submitted by a stockholder that (i) owned shares of the Company’s common stock in the amount and for the duration of time specified in Rule 14a-8 under the Exchange Act on the date the bylaw proposal is delivered or mailed to and received by the Company’s Secretary in accordance with the Amended and Restated Bylaws and (ii) continuously owns such shares through the date of the annual or special meeting of stockholders where such proposal will be considered. The foregoing right to amend the Amended and Restated Bylaws would be subject to additional eligibility, procedural and disclosure requirements set forth in Section 7.07 of the Amended and Restated Bylaws.

Text and Effectiveness of Proposed Amendments

The summary of the proposed Articles of Amendment and Amended and Restated Bylaws set forth above is qualified in its entirety by the text of the proposed Articles of Amendment and Amended and Restated Bylaws, attached as Appendix C and Appendix D to this proxy statement, respectively. Additions of text are indicated by underlining, and text that will be deleted is stricken through.

Assuming stockholder approval, we anticipate filing the Articles of Amendment with the State Department of Assessments and Taxation of Maryland on the day following the Annual Meeting and the Amended and Restated Bylaws shall be effective concurrently with the acceptance for record of the Articles of Amendment. If our stockholders do not approve the proposed amendments, the Charter will continue in effect as currently stated, the Bylaws will not be amended and, subject to the limited restrictions set forth therein, our Board would continue to have the exclusive power to adopt, alter or repeal any provision of our Bylaws and to make new bylaws.

Vote Required

Approval of the proposed Articles of Amendment and Amended and Restated Bylaws requires the affirmative vote of a majority of shares of common stock entitled to cast votes on this Proposal 5. Abstentions and broker non-votes, if any, will have the same effect as a vote “against” this Proposal 5.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 5 TO AMEND THE COMPANY’S CHARTER AND BYLAWS.

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STOCK OWNERSHIP BY DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN STOCKHOLDERS
The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of February 28, 2021, in each case including shares of common stock which such persons have a right to acquire within 60 days, by:
each person known by the Company to be the beneficial owner of more than 5% of its outstanding shares of its common stock based solely upon the amounts and percentages contained in the public filings of such persons;
each of the Company’s executive officers and directors; and
all of the Company’s executive officers and directors as a group.
Percentage of Common Stock
Name of Beneficial Owner
Shares Owned (1)
Percentage (2)
Cohen & Steers, Inc.(3)
36,677,695 16.0 %
The Vanguard Group(4)
30,722,327 13.4 %
Blackrock, Inc.(5)
17,978,049 7.8 %
Directors and Executive Officers(6)
Hugh R. Frater(7)
33,249 *
Priscilla Almodovar(8)
740 *
David B. Henry(9)
18,239 *
Mary Hogan Preusse(10)
14,618 *
Richard J. Lieb(11)
14,514 *
Eugene A. Pinover(12)
36,382 *
Julie G. Richardson(13)
42,988 *
Susan Skerritt(14)
740 *
Glenn J. Rufrano408,472 *
Michael J. Bartolotta58,773 *
Lauren Goldberg49,816 *
Paul H. McDowell55,122 *
Thomas W. Roberts(15)
101,720 *
All directors and executive officers as a group835,373 *
(13 persons)
__________________________
* Represents less than 1% of the shares of the Company’s common stock outstanding.
(1)Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. A person is deemed to be the beneficial owner of any shares of the Company’s common stock if that person has or shares voting power or investment power with respect to those shares, or has the right to acquire beneficial ownership at any time within 60 days of the date of the table. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares.
(2)Based on an assumed 229,394,873 shares of common stock outstanding as of February 28, 2021, which includes 113,214 deferred stock units that are immediately vested upon grant but generally will be settled either on the earlier of the date on which the director separates from the Company, dies or the third anniversary of the grant date, or if granted pursuant to the Deferred Compensation Plan, on the date the director separates from the Company (or upon a change of control or death), and 152,034 OP Units that are exchangeable into shares of the Company’s common stock. OP Units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance. Holders of the deferred stock units and OP Units are not entitled to voting rights.
(3)Cohen & Steers, Inc. has sole voting power with respect to 24,371,006 shares, has sole dispositive power with respect to 36,677,695 shares and has no shared voting or dispositive power. The information with respect to Cohen & Steers, Inc. is based solely on the Schedule 13G/A filed with the SEC on February 16, 2021. The address for Cohen & Steers, Inc. is 280 Park Avenue, 10th Floor, New York, New York 10017.
(4)The Vanguard Group has no sole voting power, shared voting power with respect to 715,106 shares, sole dispositive power with respect to 29,722,397 shares and shared dispositive power with respect to 999,930 shares. The information with respect to The Vanguard Group is based on the Schedule 13G/A filed with the SEC on February 10, 2021. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(5)BlackRock, Inc. has sole voting power with respect to 16,384,152 shares, has sole dispositive power with respect to 17,978,049 shares and has no shared voting or dispositive power. The information with respect to BlackRock, Inc. is based solely on the Schedule 13G/A filed with the SEC on February 1, 2021. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York, 10055.
(6)The address for each of the directors and executive officers is c/o VEREIT, Inc., 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016.
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(7)Includes 11,352 deferred stock units issued in connection with such individual’s service as a member of the Board and 21,897 shares that are held in a trust.
(8)Includes 740 deferred stock units issued in connection with such individual’s service as a member of the Board.
(9)Includes 11,352 deferred stock units issued in connection with such individual’s service as a member of the Board.
(10)Includes 11,456 deferred stock units issued in connection with such individual’s service as a member of the Board.
(11)Includes 11,352 deferred stock units issued in connection with such individual’s service as a member of the Board.
(12)Includes 32,123 deferred stock units issued in connection with such individual’s service as a member of the Board and 4,259 shares of the Company’s common stock that are held in a trust.
(13)Includes 34,099 deferred stock units issued in connection with such individual’s service as a member of the Board and 3,480 shares of the Company’s common stock that are held in three separate trusts.
(14)Includes 740 deferred stock units issued in connection with such individual’s service as a member of the Board.
(15)Includes 79,841 shares of the Company’s common stock that are held in a trust.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Conflict Resolution Procedures
Related Person Transaction Approval Policy
The Board has adopted a written Related Person Transaction Approval Policy for the review, approval or ratification of any related person transactions. This policy delegates to the Nominating and Corporate Governance Committee the authority to review such transactions and to take any actions as it may deem appropriate. Under the policy, each director, nominee for director and executive officer is responsible for providing prompt written notice to the committee of any potential related person transaction of which he or she is aware and regardless of the dollar amount involved or whether it involves the individual directly, his or her immediate family or any other director, nominee for director or executive officer. The Nominating and Corporate Governance Committee may consider all facts and circumstances it deems appropriate in reviewing or approving a related person transaction, including among other factors the related person’s interest in the transaction, the business purpose and reasonableness of the transaction, whether the transaction is on terms no less favorable than terms generally available to unaffiliated third parties, and the materiality of the transaction to the related person and the Company.

Operating Partnership
We have adopted policies that are designed to eliminate or minimize certain potential conflicts of interest, and the limited partners of the Operating Partnership have agreed that in the event of a conflict between the duties owed by our directors to the Company and the Company’s duties, in its capacity as the general partner of the Operating Partnership, to such limited partners, we are under no obligation to give priority to the interests of such limited partners.
There can be no assurance that these policies will be adequate to address all of the conflicts that may arise or will address such conflicts in a manner that is favorable to us.

OTHER MATTERS PRESENTED FOR ACTION AT THE 2021 ANNUAL MEETING
Our Board of Directors does not intend to present for consideration at the Annual Meeting any matter other than those specifically set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented for consideration at the meeting, the persons named in the proxy will vote thereon pursuant to the discretionary authority conferred by the proxy.
ATTENDANCE AT THE 2021 ANNUAL MEETING
All stockholders of record (including stockholders that hold their shares through a broker, bank or similar organization) of shares of the Company’s common stock at the close of business on the record date, or their designated proxies, are authorized to attend the Annual Meeting. To access the Annual Meeting, stockholders of record should visit www.virtualshareholdermeeting.com/VER2021 and enter the unique 16-digit control number included on their Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card (if they receive a printed copy of the proxy materials). In the event you do not have a control number, please contact your broker, bank or other nominee so that you can be provided with a control number. Participants will be able to log in 15 minutes prior to the start of the Annual Meeting. We
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encourage you to access the Annual Meeting in advance of the designated start time to ensure that you do not experience any technical difficulties. Stockholders will be able to vote electronically and submit questions electronically during the virtual Annual Meeting. Attendees will not be permitted to record the Annual Meeting and may be subject to security precautions.
STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING
Stockholder Proposals in Next Year’s Proxy Statement
Rule 14a-8 under the Exchange Act addresses when a company must include a stockholder’s proposal in its proxy statement and identify the proposal in its form of proxy when it holds an annual or special meeting of stockholders. Under Rule 14a-8, in order for a stockholder proposal to be considered for inclusion in the proxy statement and proxy card relating to our 2022 annual stockholders’ meeting, the proposal must be received at our principal executive offices no later than 5:00 p.m., Eastern Time, on the date which is 120 days prior to the anniversary of the date of this proxy statement (or [l], 2021). We will not be required to include in our proxy statement and proxy card any stockholder proposal that does not meet all the requirements for such inclusion established by the SEC’s proxy rules and Maryland corporate law.
In order for an eligible stockholder or group of stockholders to nominate a director nominee for election at our 2022 annual stockholders’ meeting pursuant to the proxy access provision of our Bylaws, notice of such nomination and other required information must be received at our principal executive offices on or before [l], 2021. In the event that the 2022 annual stockholders’ meeting is scheduled to be held on a date more than 30 days before or more than 60 days after June 3, 2022 (or before May 4, 2022 or after August 2, 2022), our Bylaws state that such notice and other required information must be received at our principal executive offices not later than the close of business on the later of (x) the 150th day prior to the scheduled date of the 2022 annual stockholders’ meeting or (y) the tenth day following the day on which we first make a public announcement of the date of the 2022 annual stockholders’ meeting. In no event, shall the adjournment, postponement, or rescheduling of any previously scheduled meeting of stockholders, or the public announcement thereof, commence a new time period for giving notice.
In addition, our Bylaws require the eligible stockholder or group of stockholders to update and supplement such information (or provide notice stating that there are no updates or supplements) as of specified dates. Notices and other required information must be received by our Secretary at our principal executive office, which is currently VEREIT, Inc., 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016, Attention: Lauren Goldberg, Executive Vice President, General Counsel and Secretary.
Stockholder Proposals and Nominations for Directors to be Presented at the 2022 Annual Meeting
For any proposal that is not submitted for inclusion in our proxy material for the 2022 annual stockholders’ meeting but is instead sought to be presented directly at that meeting, the Bylaws permit such a presentation if (1) our Secretary receives written notice of the proposal at our principal executive offices not earlier than 5:00 p.m., Eastern Time, on [l], 2021 nor later than 5:00 p.m., Eastern Time, on [l], 2021 and (2) it meets the requirements of the Bylaws and the SEC for submittal. In the event that the date of the 2022 annual stockholders’ meeting is advanced or delayed by more than 30 days from the first anniversary of the date of this year’s Annual Meeting, notice by the stockholder to be timely must be delivered not earlier than 5:00 p.m., Eastern time, on the 150th day prior to the date of the meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of the meeting, as originally convened, or the 10th day following the day on which public announcement of the date of the meeting is first made. In no event, shall the public announcement of a postponement or adjournment of an annual meeting of stockholders commence a new time period for giving notice.
All nominations must also comply with our charter. All proposals should be sent via registered, certified or express mail to our Secretary at our principal executive office, which is currently: VEREIT, Inc., 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016, Attention: Lauren Goldberg, Executive Vice President, General Counsel and Secretary.

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APPENDIX A
CERTAIN DEFINITIONS AND RECONCILIATIONS

Annualized Rental Income is rental revenue under our leases on Operating Properties on a straight-line basis, which includes the effect of rent escalations and any tenant concessions, such as free rent, and our pro rata share of such revenues from properties owned by Unconsolidated Joint Ventures. Annualized Rental Income excludes any adjustments to rental income due to changes in the collectability assessment, contingent rent, such as percentage rent, and operating expense reimbursements. Management uses Annualized Rental Income as a basis for tenant, industry and geographic concentrations and other metrics within the portfolio. Annualized Rental Income is not indicative of future performance. Portfolio concentrations discussed throughout this proxy statement are based on Annualized Rental Income.
Contract Rental Revenue includes minimum rent, percentage rent and other contingent consideration, and rental revenue from parking and storage space and the Company's pro rata share of such revenues from properties owned by Unconsolidated Joint Ventures. Contract Rental Revenue excludes GAAP adjustments, such as straight-line rent and amortization of above-market lease assets and below-market lease liabilities. Contract Rental Revenue includes such revenues from properties subject to a direct financing lease, and omits the Contract Rental Revenue related to Excluded Properties. The Company believes that Contract Rental Revenue is a useful non-GAAP supplemental measure to investors and analysts for assessing performance. However, Contract Rental Revenue should not be considered as an alternative to revenue, as computed in accordance with GAAP, or as an indicator of the Company's financial performance. Contract Rental Revenue may not be comparable to similarly titled measures of other companies.

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre") and Normalized EBITDA
Due to certain unique operating characteristics of real estate companies, as discussed below, Nareit has promulgated a supplemental performance measure known as Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate. Nareit defines EBITDAre as net income or loss computed in accordance with GAAP, adjusted for interest expense, income tax expense (benefit), depreciation and amortization, impairment write-downs on real estate, gains or losses from disposition of property and our pro rata share of EBITDAre adjustments related to unconsolidated partnerships and joint ventures. We calculated EBITDAre in accordance with Nareit's definition described above.
In addition to EBITDAre, we use Normalized EBITDA as a non-GAAP supplemental performance measure to evaluate the operating performance of the Company. Normalized EBITDA, as defined by the Company, represents EBITDAre, modified to exclude non-routine items such as acquisition-related expenses, litigation and non-routine costs, net, net revenue or expense earned or incurred that is related to the services agreement associated with a discontinued operation, gains or losses on sale of investment securities or mortgage notes receivable, payments on fully reserved loan receivables and restructuring expenses. We also exclude certain non-cash items such as impairments of goodwill, intangible and right of use assets, gains or losses on derivatives, gains or losses on the extinguishment or forgiveness of debt, write-off of program development costs, and amortization of intangibles, above-market lease assets and below-market lease liabilities. Normalized EBITDA omits the Normalized EBITDA impact of Excluded Properties. Management believes that excluding these costs from EBITDAre provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. Therefore, EBITDAre and Normalized EBITDA should not be considered as an alternative to net income, as computed in accordance with GAAP. The Company uses EBITDAre and Normalized EBITDA as one measure of its operating performance when formulating corporate goals and evaluating the effectiveness of the Company's strategies. EBITDAre and Normalized EBITDA may not be comparable to similarly titled measures of other companies.
EBITDAre AND NORMALIZED EBITDA
(Unaudited, in thousands)
Year Ended December 31,
2020
Net income (loss)$201,219 
Adjustments:
Interest expense265,660