Management Change/Compensation (Form 8-K)

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

Appointment of Chief Operating Officer

On January 21, 2025, Global Net Lease, Inc.'s (the "Company") board of directors (the "Board") appointed Ori Kravel, the Company's current Senior Vice President of Corporate Development, as Chief Operating Officer, effective January 23, 2025. In his role as Senior Vice President of Corporate Development, which he has held since the Company's internalization in September 2023, Mr. Kravel, 35, has overseen key areas of the Company's overall business strategy and operations. His responsibilities have included overseeing capital markets, M&A and executing strategic transactions. Mr. Kravel joined AR Global Investments, LLC ("AR Global"), the parent company of the Company's former advisor and property manager, in 2011 and has 14 years of experience in debt and equity transactions, mergers and acquisitions, and driving operational efficiency. Mr. Kravel has executed over $12 billion in capital markets transactions and more than $25 billion in M&A transactions. Mr. Kravel graduated with a bachelor's degree in Business Administration, Real Estate and Urban Economics from the Wisconsin School of Business at the University of Wisconsin-Madison.

Employment Agreement with Ori Kravel

In connection with Mr. Kravel's appointment to Chief Operating Officer, on January 23, 2025, the Company entered into an employment agreement (the "Employment Agreement") with Mr. Kravel, which agreement became effective as of January 23, 2025. The Employment Agreement may be terminated by the Company with or without "cause" (as defined therein), or by Mr. Kravel with or without "good reason" (as defined therein), in each case subject to written notice in accordance with the terms thereof. The Employment Agreement also terminates automatically upon the death or disability of Mr. Kravel.

Pursuant to the Employment Agreement, Mr. Kravel is entitled to, among other things:

·	a base salary at an annual rate of $415,000, subject to upwards adjustment based on an annual review;

·

a performance-based annual cash bonus (the "Annual Bonus") opportunity for each completed calendar year with a threshold amount of 100% of his annual base salary, a target amount of 181% of his annual base salary and a maximum amount of 250% of his annual base salary, upon achievement of certain goals related solely to Mr. Kravel and the Company's performance, as determined by the Company's Chief Executive Officer (the "CEO") or the Board (or a committee thereof) in good faith, and subject to certification by the Board's Compensation Committee (the "Compensation Committee"). Such targets shall be communicated to Mr. Kravel within ninety (90) days following the commencement of the applicable performance year;

·

an annual grant of equity-based awards under the Company's long-term incentive compensation plans ("LTIP"), with such awards for each fiscal year having a target amount and other terms and conditions determined by the Board and Compensation Committee in good faith, with such amounts being consistent with the awards made to other similarly situated Company executives, consisting of time-vesting and performance-vesting awards, provided that the ratio of time-vesting and performance-vesting awards, and the goals for the performance-based awards, shall be no less favorable than those applicable to long-term incentive awards granted under the LTIP to other similarly situated Company executives as determined by the Board or the Compensation Committee in good faith; and

·	certain employee benefits including, among other things, indemnification rights from the Company and expense reimbursement rights for all reasonable and documented business expenses.

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