Independent
Tenure on this board
32.4 yrs
Also a director at
First American Financial Corp (FAF)
11 nominees · 3 ballot items.
Stockholders will vote to elect eleven directors, ratify KPMG as independent auditors, and cast a non-binding advisory 'say-on-pay' vote to approve the compensation of the named executive officers.
Election of eleven director nominees named in the proxy to serve one-year terms until the 2027 annual meeting.
Ratification of the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non‑binding, advisory 'say‑on‑pay' vote to approve the compensation paid to the named executive officers, as described in the Compensation Discussion and Analysis and executive compensation tables.
This advisory 'say-on-pay' proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Realty Income’s named executive officers as described in the Compensation Discussion and Analysis and related compensation tables. Management seeks shareholder approval to validate its compensation design, which emphasizes pay-for-performance through a mix of short-term cash incentives (STIP) and long-term performance shares and time‑vesting restricted stock (LTIP), with approximately 75% of LTIP in performance shares. The STIP and LTIP metrics are explicitly tied to operational and balance‑sheet measures (AFFO per share, fixed charge coverage ratio, portfolio occupancy) and multi-year relative performance and financial goals (TSR ranking vs. MSCI US REIT Index, net debt-to‑Pro Forma Adjusted EBITDAre, and dividend growth), reflecting a balanced approach between short‑term execution and long‑term value creation. The program features capped maximum payouts and substantial at‑risk compensation (a majority of NEO pay is performance‑based), intended to align executive incentives with shareholder interests and prudent capital management. The proposal is advisory and non‑binding, but the Board and Compensation and Talent Committee commit to considering the vote outcome when setting future compensation. Contextually, the Company reported strong 2025 operating results (record AFFO per share, dividend growth, robust liquidity and investment activity) and received strong prior say‑on‑pay support (93% in 2025), which management cites as evidence that the program is effective. Investors evaluating the proposal should weigh the rigor and transparency of the performance metrics and the demonstrated link between pay outcomes and realized operational results, while recognizing the advisory nature means the Board retains discretion. The Board recommends a 'FOR' vote on the basis that the compensation program is designed to attract and retain talent, drive long‑term shareholder returns, and preserve disciplined capital allocation practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.71% | 81,234,234 | $5.0B |
| 2 | STATE STREET CORP | 6.84% | 63,763,245 | $3.9B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.45% | 60,123,420 | $3.7B |
| 4 | BlackRock, Inc. | 4.80% | 44,725,165 | $2.7B |
| 5 | BlackRock, Inc. | 3.02% | 28,131,481 | $1.7B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.93% | 27,290,144 | $1.7B |
| 7 | PARNASSUS INVESTMENTS, LLC | 1.52% | 14,142,311 | $865M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.31% | 12,188,656 | $746M |
| 9 | BANK OF AMERICA CORP /DE/ | 1.30% | 12,119,922 | $741M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.30% | 12,099,890 | $740M |
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