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| | | 2021 McKinney Avenue, Suite 1150 Dallas, Texas 75201 | |
| | | Time and Date: Thursday, May Online check-in will be available beginning at 8:30 a.m. Central Daylight Time. Please allow ample time for the online check-in process. | | | | | Place: This year’s Annual Meeting will be held through a virtual web conference at To participate in the Annual Meeting, you will need your 16-digit control number included in your notice of internet availability of proxy materials, on your proxy card, or any additional voting instructions accompanying these proxy materials. | | | | | Record Date: March (the “Record Date”) | |
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| 1 | | | To elect the seven nominees to the Board of Directors (the “Board”) named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the | | | | |||||||
| 2 | | | To ratify the retention of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, | | | | |||||||
| 3 | | | To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal Three); and | | | | |||||||
| 4 | | | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | | | |
| By Order of the Board, | |
| 3 | | | | |
| 4 | | | | |
| 5 | | | | |
| Proposal | | | | Our Board’s Recommendation | |
| Election of Directors (page 9) | | | | FOR | |
| Ratification of Retention of Independent Registered Public Accounting Firm (page | | | | FOR | |
| Advisory Vote to Approve Executive Compensation (page | | | | FOR | |
| YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES OVER THE TELEPHONE, VIA THE INTERNET OR BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD, AS DESCRIBED IN THE PROXY STATEMENT. YOUR PROMPT COOPERATION IS GREATLY APPRECIATED. | |
| Name | | | | Director Since | | | | Board Committees | | ||||||||||||||||||||||||||||
| Independent | | | | Audit | | | | Comp | | | | Nominating | | ||||||||||||||||||||||||
| Mark Manheimer | | | | 2019 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| Todd Minnis | | | | 2019 | | | | | | | | | | | | | | | | | |||||||||||||||||
| Michael Christodolou | | | | 2020 | | | | | | | | | | | | | | | | ||||||||||||||||||
| Heidi Everett | | | | 2020 | | | | | | | | | | | | | | | |||||||||||||||||||
| Matthew Troxell | | | | 2019 | | | | | | | | | | | | | | | |||||||||||||||||||
| Lori Wittman | | | | 2019 | | | | | | | | | | | | | | | |||||||||||||||||||
| Robin Zeigler | | | | 2020 | | | | | | | | | | | | | | |
| | | | | Director Term: One Year | | | Board Meetings in | | ||
| Standard Board Committee Meetings in | |
| 6 | | | | |
| Portfolio Metrics | | | | December 31, 2022 | | Portfolio Metrics | | | | December 31, 2023 | | ||||||
| Annualized Base Rent (“ABR”)(1) (in thousands) | | | | | $ | 99,183 | | | Annualized Base Rent (“ABR”)(1) (in thousands) | | | | | $ | 131,859 | | |
| Number of leases | | | | | | 427 | | | Number of investments(2) | | | | | | 598 | | |
| Number of states | | | | | | 43 | | | Number of states | | | | | | 45 | | |
| Square feet | | | | | | 8,470,494 | | | Square feet | | | | | | 10,624,183 | | |
| Tenants | | | | | | 80 | | | Tenants | | | | | | 85 | | |
| Industries | | | | | | 25 | | | Industries | | | | | | 26 | | |
| Occupancy | | | | | | 100.0% | | | Occupancy(3) | | | | | | 100.0% | | |
| Weighted average remaining lease term (years)(2) | | | | | | 9.5 | | | Weighted average lease term remaining (years)(4) | | | | | | 9.5 | | |
| Tenant Quality | | | Defensive Category | |
| 7 | | | | |
| Environmental | | | | Social | | | | Governance | |
| • Consider tenants’ commitment to ESG as part of our investment process • As of December 31, • Elements of our • • • Completed our first GRESB public disclosure submission • Completed Scope 1 and Scope 2 Greenhouse Gas inventory and calculation | | | | • Competitive compensation and benefits, including stock awards for all employees • At the end of • The ethnicity of our workforce at the end of • We partner with local universities and organizations in our recruiting efforts with a focus on recruitment of candidates that are underserved in our industry • Employee Experience Committee facilitates employee feedback on workplace experiences • Employee Recognition Program designed to recognize exemplary performance • Developed a Human Rights Policy to advance fundamental human rights within our Company • Conducted Company’s first Employee Engagement Survey • Increased involvement in community and philanthropic causes • Increased focus on employee health and wellness | | | | • 43% of our Board, including • 29% of our directors are racially or ethnically diverse • • Independent committees • Separate Chair of the Board and CEO • Directors elected annually • Directors are elected by majority of votes cast in uncontested elections with a director resignation policy • Annual director and committee assessments • We have opted out of the Maryland Control Share Acquisition Act of the MGCL, and we may not opt into the provisions of the Maryland Control Share Acquisition Act without the approval of our stockholders • No poison pill or differential voting stock structure to chill shareholder participation • Our Bylaws may be amended by the vote of stockholders entitled to cast at least a majority of the votes entitled to be cast upon at a duly organized meeting of stockholders • Our Nominating and Corporate Governance Committee reviews and recommends ESG policies and procedures • Adopted ESG Policy, Human Rights Policy, DEI Policy, and Vendor Code of Conduct | |
| 8 | | | | |
| Name | | | | Position | |
| Mark Manheimer | | | | Director, President, Chief Executive Officer and Secretary | |
| ||||||
Todd Minnis | | | | Chair of the Board | | |
| Michael Christodolou | | | | Director | |
| Heidi Everett | | | | Director | |
| Matthew Troxell | | | | Director | |
| Lori Wittman | | | | Director | |
| Robin Zeigler | | | | Director | |
| 9 | | | | |
| Mark Manheimer | | | Mr. Manheimer has served as our President, Chief Executive Officer and director since October 2019. Prior to that, Mr. Manheimer served as Chief Investment Officer of EB Arrow and Fund Manager of EB Arrow’s Single Tenant Net Lease Group from February 2018 to October 2019. From 2012 through 2016, Mr. Manheimer was Executive Vice President — Head of Asset Management of Spirit (NYSE: SRC), a REIT that invests primarily in single tenant net leased real estate. Mr. Manheimer was a member of Spirit’s Investment Committee and Executive Committee. Prior to Spirit, Mr. Manheimer was the Head of Sale Leaseback Acquisitions at Cole, a real estate investment services company, from 2009 to 2012. Mr. Manheimer previously worked at Realty Income Corporation (NYSE: O), a REIT that invests in free standing, single tenant commercial properties that are subject to triple net leases, underwriting net lease real estate transactions, at Patriarch Partners, a private investment firm, investing and managing distressed debt and equity investments, and at First Union Securities, a financial services firm, in their Leveraged Finance department. Mr. Manheimer holds a B.S. in Finance from the University of Florida and an M.B.A. from the University of Notre Dame. Mr. Manheimer’s industry experience, leadership abilities and strategic insight make him a valued member of the Board. | |
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| Director, President, Chief Age: Board Committees: None | |
| Todd Minnis | | | Mr. Minnis has served as the Chair of the Board since October 2019. Mr. Minnis founded EB Arrow, a real estate investment platform specializing in retail property investment, in 2009 as its Managing Partner and has served as its Chief Executive Officer since May 2009. Prior to EB Arrow, Mr. Minnis served as the Managing Director of Cypress Equities, the development subsidiary of The Staubach Company, from 2003 to 2009 and worked at The Staubach Company from 1992 to 2003. Mr. Minnis holds a B.S. in Economics and a B.A. in Foreign Languages from Southern Methodist University and an M.B.A. from the University of Texas at Austin McCombs School of Business. Mr. Minnis’ leadership, executive and business experience, along with over 25 years of experience in the commercial real estate investment industry make him a valued member of the Board. | |
| | ||||
| Chair of the Board Age: Board Committees: | | |
| 10 | 2024 PROXY STATEMENT | | | |
| Michael Christodolou | | | Mr. Christodolou has served as a director since August 2020. Mr. Christodolou is the Manager of Inwood Capital Management LLC, an investment management firm he founded in 2000. From 1988 to 1999, Mr. Christodolou was employed by Bass Brothers/Taylor & Company, an investment firm. Mr. Christodolou has served as a director of Lindsay Corporation (NYSE: LNN), a manufacturer of agricultural irrigation and transportation infrastructure products, since 1999 and served as Chair of the Board of Lindsay Corporation from 2003 to 2015. He currently serves as a member of Lindsay Corporation’s Audit Committee and Corporate Governance and Nominating Committee. From 2016 until it was acquired in 2017, Mr. Christodolou served on the Board of Directors of Omega Protein Corporation, a nutritional products company. From 2015 to 2016, Mr. Christodolou served on the Board of Directors of Farmland Partners, Inc. (NYSE: FPI), a REIT that acquires and owns high quality North American farmland. Mr. Christodolou also previously served on the Board of Directors of XTRA Corporation from 1998 until 2001 when it was acquired by Berkshire Hathaway Inc. Mr. Christodolou received an M.B.A. and a B.S. in Economics from the Wharton School. Mr. Christodolou’s knowledge of the investment and capital markets and his experience as a director of public companies make him a valued member of the Board. | |
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| Director Age: Board • Audit | | |
| Heidi Everett | | | Ms. Everett has served as a director since August 2020. Ms. Everett is the President and Chief Executive Officer of Star Cypress Partners, LLC, a management consulting company that she founded in 2012. Previously, Ms. Everett was Vice President of The Wentworth Group, a private equity firm, and a Board Director for the Stafford Family Foundation. Prior to that, Ms. Everett was Lead Associate at Booz Allen Hamilton, an information technology consulting firm, within the Strategy & Organization Team from 2004 to 2011. From 1999 to 2003, Ms. Everett served as a Captain in the United States Air Force. Ms. Everett received an M.B.A. in Strategy and Operations from Georgetown University — The McDonough School of Business and a B.S. in Biology from Duke University. Ms. Everett’s broad consulting experience, in particular in strategy and organizational development, change management and workforce development, gives her a unique perspective that makes her a valued member of the Board. | |
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| Director Age: Board Committees: • Compensation Committee • Nominating Committee | | |
| 11 | 2024 PROXY STATEMENT | | | |
| Matthew Troxell, CFA® | | | Mr. Troxell has served as a director since December 2019. From 1994 through December 2019, Mr. Troxell was a Managing Director of AEW Capital Management, LP (“AEW”), a real estate investment manager, where he served on both the Management and Risk Management Committees. He started and headed AEW’s Real Estate Securities Group, whose assets under management grew to $10 billion. As Senior Portfolio Manager, he was responsible for all of AEW’s U.S. and global REIT portfolios, and managed a team with offices in Boston, London, and Singapore. Prior to joining AEW, he was a Vice President of Landmark Land Company, a diversified real estate and financial services company, from 1984 to 1992. From 1980 to 1984, he was an equity securities analyst covering financials at A.G. Becker Paribas. Mr. Troxell received his B.A. in Economics from Tufts University and is a CFA charterholder. Mr. Troxell’s REIT investment experience and strategic insight make him a valued member of the Board. | |
| | ||||
| Director Age: Board Committees: • Audit Committee • Compensation Committee (Chair) | | |
| Lori Wittman | | | Ms. Wittman has served as a director since December 2019 and, in November 2022, was appointed to serve as our Interim Chief Financial Officer and Treasurer until April 2023. Since April 2023, Ms. Wittman has served as Executive Vice President and Chief Financial Officer of Aventine Property Group, Inc., a privately-held REIT. Ms. Wittman previously served as an advisor to Big Rock Partners Acquisition Corp. (“Big Rock”), a blank check company, from February 2020 until the closing of its business merger in May 2021. From September 2017 to February 2020, Ms. Wittman served as Chief Financial Officer and a member of the Board of Directors of Big Rock. From 2015 to 2017, Ms. Wittman was the Chief Financial Officer of Care Capital Properties, Inc. (NYSE: CCP), a public healthcare REIT with a diversified portfolio of triple net leased properties, which merged with Sabra Healthcare REIT, Inc. in 2017. Previously, Ms. Wittman was Senior Vice President of Capital Markets and Investor Relations at Ventas, Inc., a REIT focused on the healthcare sector from 2011 to 2015. Prior to her time at Ventas, Ms. Wittman served in a number of finance, accounting and capital markets related roles at various companies, including General Growth Properties, Big Rock Partners, LLC and Heitman Financial. Ms. Wittman was a director of IMH Financial Corporation (“IMH”), a real estate investment and finance company, from July 2014 until November 2020, and served as Chair of the Compensation Committee and as a member of the Audit Committee of IMH. Ms. Wittman has also served as a director of Global Medical REIT Inc. (NYSE: GMRE), a REIT engaged primarily in the acquisition of healthcare facilities, since May 2018, and currently serves as Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee. Ms. Wittman served as a director of Freehold Properties, a real estate investment company, from May 2019 until March 2023 and served as the Chair of the Audit Committee during that time. Ms. Wittman received an M.B.A., Finance and Accounting from the University of Chicago, an M.C.P., Housing and Real Estate Finance from the University of Pennsylvania and a B.A. from Clark University. Ms. Wittman’s thorough knowledge of finance, accounting, capital markets, taxes, control systems and her experience with REITs make her a valued member of the Board. | |
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| Director Age: 64 Board Committees: • | • Nominating Committee | |
| 12 | | | | |
| Robin Zeigler | | | Ms. Zeigler has served as a director since July 2020. Ms. Zeigler has served as the Founder and Chief Executive Officer of MURAL Real Estate Partners, a commercial real estate services firm, since May 2022. Since January 2022, Ms. Zeigler has served as a trustee of RLJ Lodging Trust (NYSE: RLJ), a lodging REIT. Ms. Zeigler has also served as a director of JLL Income Property Trust (Nasdaq: ZIPTMX), a non-traded REIT since July 2021. From March 2016 to May 2022, Ms. Zeigler served as Chief Operating Officer, Executive Vice President of Cedar Realty Investment Trust (NYSE: CDR), an equity | |
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| Director Age: Board Committees: • Compensation Committee • Nominating Committee (Chair) | | |
| | | | | Mark Manheimer | | | | Todd Minnis | | | | Lori Wittman | | | | Matthew Troxell | | | | Robin Zeigler | | | | Heidi Everett | | | | Michael Christodolou | |
| Expertise | | ||||||||||||||||||||||||||||
| Other Public Company Board | | | | | | | | | | | | ✓ | | | | | | | | ✓ | | | | | | | | ✓ | |
| Public Company CEO | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | | |
| Public Company CFO | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | |
| Executive Management | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | |
| Real Estate | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | ✓ | | |
| REIT | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | ✓ | |
| Capital Markets | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | ✓ | | |
| Strategic Planning/M&A | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | |
| External Risk Oversight | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | ✓ | | | | ✓ | | | | ✓ | | |
| Internal Risk Oversight | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | |
| Human Capital Management | | | | ✓ | | | | ✓ | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | |
| Legal/Regulatory | | | | ✓ | | | | ✓ | | | | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | |
| Technology | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | | |
| Growth Company Experience | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | |
| ESG | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | |
| Marketing | | | | ✓ | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | |
| 13 | | | | |
| | | Mr. | | |
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| Age: |
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| 15 | 2024 PROXY STATEMENT | | | |
| 16 | 2024 PROXY STATEMENT | | | |
| 17 | 2024 PROXY STATEMENT | | | |
| | | | | | | | | | | | | Board | | ||||||||||||
| Name | | | | Director Since | | | | Independent | | | | Audit | | | | Comp | | | | Nominating | | ||||
| Mark Manheimer | | | | 2019 | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | ||||||||||
| Todd Minnis | | | | 2019 | | | | | | | | | | | | | | | | | |||||
| Michael Christodolou | | | | 2020 | | | | | | | | | | | | | | | | ||||||
| Heidi Everett | | | | 2020 | | | | | | | | | | | | | | | |||||||
| Matthew Troxell | | | | 2019 | | | | | | | | | | | | | | | |||||||
| Lori Wittman | | | | 2019 | | | | | | | | | | | | | | | |||||||
| Robin Zeigler | | | | 2020 | | | | | | | | | | | | | | |
| 18 | 2024 PROXY STATEMENT | | | |
| 19 | 2024 PROXY STATEMENT | | | |
| Name | | | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | All Other Compensation ($) | | Total ($) | | Name | | | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | All Other Compensation ($) | | Total ($) | | ||||||||||||||||||||||||||||||
| Todd Minnis | | | | | | 76,842 | | | | | 90,000 | | | | | — | | | | | 166,842 | | | Todd Minnis | | | | | | 88,791(2) | | | | | 90,000 | | | | | — | | | | | 178,791 | | | ||||||
| Matthew Troxell | | | | | | 104,653 | | | | | 90,000 | | | | | — | | | | | 194,653 | | | Matthew Troxell | | | | | | 95,000(3) | | | | | 90,000 | | | | | — | | | | | 185,000 | | | ||||||
| Robin Zeigler | | | | | | 87,500 | | | | | 90,000 | | | | | — | | | | | 177,500 | | | Robin Zeigler | | | | | | 87,500(3) | | | | | 90,000 | | | | | — | | | | | 177,500 | | | ||||||
| Heidi Everett | | | | | | 75,000 | | | | | 90,000 | | | | | — | | | | | 165,000 | | | Heidi Everett | | | | | | 75,000 | | | | | 90,000 | | | | | — | | | | | 165,000 | | | ||||||
| Michael Christodolou | | | | | | 76,495 | | | | | 90,000 | | | | | — | | | | | 166,495 | | | Michael Christodolou | | | | | | 78,791(2)(3) | | | | | 90,000 | | | | | — | | | | | 168,791 | | |
| 20 | 2024 PROXY STATEMENT | | | |
| | | | | Common Stock and Securities Exchangeable for Common Stock | | | | | | Common Stock and Securities Exchangeable for Common Stock | | ||||||||||||||||||
| Name of Beneficial Owner | | | | Number of Shares of Common Stock Beneficially Owned | | Percent of Class(1) | | Name of Beneficial Owner | | | | Number of Shares of Common Stock Beneficially Owned | | Percent of Class(1) | | ||||||||||||||
| 5% or Greater Stockholders | | | | | | | | | | | | | | 5% or Greater Stockholders | | | | | | | | | | | | | | ||
| Affiliates of Cohen & Steers, Inc.(2) | | | | | | 8,644,674 | | | | | 14.8% | | | Affiliates of Cohen & Steers, Inc.(2) | | | | | | 9,344,847 | | | | | 12.7% | | | ||
| Blackrock, Inc.(3) | | | | | | 6,011,029 | | | | | 10.3% | | | Blackrock, Inc.(3) | | | | | | 7,794,586 | | | | | 10.6% | | | ||
| The Vanguard Group(4) | | | | | | 5,311,907 | | | | | 9.1% | | | The Vanguard Group(4) | | | | | | 6,785,782 | | | | | 9.3% | | | ||
| Principal Real Estate Investors, LLC(5) | | | | | | 3,373,389 | | | | | 5.8% | | | T. Rowe Price Investment Management, Inc.(5) | | | | | | 4,936,142 | | | | | 6.7% | | | ||
| Named Executive Officers and Directors | | | | | | | | | | | | | | Morgan Stanley(6) | | | | | | 4,384,338 | | | | | 6.0% | | | ||
| Mark Manheimer(6) | | | | | | 137,651 | | | | | * | | | Affiliates of Citadel Advisors LLC(7) | | | | | | 4,108,199 | | | | | 5.6% | | | ||
| Lori Wittman(7) | | | | | | 13,222 | | | | | * | | | Principal Real Estate Investors, LLC(8) | | | | | | 3,902,939 | | | | | 5.3% | | | ||
| Andrew Blocher(8) | | | | | | 39,664 | | | | | * | | | Affiliates of Integrated Core Strategies (US) LLC(9) | | | | | | 3,903,441 | | | | | 5.3% | | | ||
| Todd Minnis(9) | | | | | | 12,151 | | | | | * | | | Named Executive Officers and Directors | | | | | | | | | | | | | | ||
| Michael Christodolou(10) | | | | | | 16,899 | | | | | * | | | Mark Manheimer(10) | | | | | | 221,789 | | | | | * | | | ||
| Heidi Everett(10) | | | | | | 7,883 | | | | | * | | | Daniel Donlan(11) | | | | | | 2,600 | | | | | * | | | ||
| Matthew Troxell(9) | | | | | | 27,155 | | | | | * | | | Todd Minnis(12) | | | | | | 16,609 | | | | | * | | | ||
| Robin Zeigler(11) | | | | | | 8,061 | | | | | * | | | ||||||||||||||||
| All executive officers and directors as a group (7 persons) | | | | | | 223,022 | | | | | * | | |
| 21 | 2024 PROXY STATEMENT | | | |
| | | | | Common Stock and Securities Exchangeable for Common Stock | | |||||||||
| Name of Beneficial Owner | | | | Number of Shares of Common Stock Beneficially Owned | | | Percent of Class(1) | | ||||||
| Michael Christodolou(12) | | | | | | 21,879 | | | | | | * | | |
| Heidi Everett(12) | | | | | | 12,863 | | | | | | * | | |
| Matthew Troxell(12) | | | | | | 31,613 | | | | | | * | | |
| Lori Wittman(13) | | | | | | 17,680 | | | | | | * | | |
| Robin Zeigler(12) | | | | | | 13,151 | | | | | | * | | |
| All executive officers and directors as a group (8 persons) | | | | | | 338,184 | | | | | | * | | |
| | | |
| Named Executive Officer | | | | Title | |
| Mark Manheimer | | | | President, Chief Executive Officer and Secretary | |
| | | | | ||
| | | | Former Interim Chief Financial Officer | |
| Compensation Factor | | | | Feedback and Analysis | | | | Actions Taken | |
| Peer Group Composition | | | | • Peer group should include better size comparisons to ensure the Company makes appropriate pay level decisions | | | | • Removed 4 of the largest companies from our peer group • Added 3 additional REITs, all of whom are smaller than us in terms of implied equity market capitalization | |
| Severance Benefits | | | | • The Board should not provide severance benefits to executive officers for voluntary resignations | | | | • The Board confirmed that it does not intend to provide severance benefits to executive officers under such circumstances in the future, consistent with market best practices • The Board also affirmed its commitment to enhance and provide greater transparency in disclosure regarding executive severance arrangements | |
| Stockholder Alignment and Governance Enhancements | | | | • Based on a market review of current best practices from our independent | | | | • To further strengthen the alignment between our executive officers and our | |
| 23 | 2024 PROXY STATEMENT | | | |
| Compensation Factor | | | | Feedback and Analysis | | | | Actions Taken | |
| | | | | compensation consultant, it was noted that best practice includes strong alignment between stockholder and management interests and a transparent, pay-for-performance structure (no stockholder feedback was negative about any of our current practices) | | | | stockholders, in February 2024, the Board (i) increased the CEO’s stock ownership requirement from 5X to 6X annual salary and (ii) provided executive officers with the ability to elect to receive RSUs in lieu of up to 75% of their STI compensation under the Alignment of Interest Program (an increase from 50% previously), which is described in the section entitled “Alignment of Interest” Program below | |
| 24 | 2024 PROXY STATEMENT | | | |
| Peer Company | | | | Reviewed in 2022 for Setting 2023 Compensation(1) | | | | Reviewed in 2023 for Setting 2024 Compensation(2) | |
| Agree Realty (ADC) | | | | ✓ | | | | ✓ | |
| Chatham Lodging Trust (CLDT) | | | | ✓ | | | | ✓ | |
| Essential Properties Realty Trust (EPRT) | | | | ✓ | | | | ✓ | |
| Four Corners Property Trust (FCPT) | | | | ✓ | | | | ✓ | |
| Getty Realty (GTY) | | | | ✓ | | | | ✓ | |
| Pebblebrook Hotel Trust (PEB) | | | | ✓ | | | | | |
| Retail Opportunity Investments (ROIC) | | | | ✓ | | | | ✓ | |
| RLJ Lodging Trust (RLJ) | | | | ✓ | | | | | |
| RPT Realty (RPT) | | | | ✓ | | | | | |
| SITE Centers (SITC) | | | | ✓ | | | | | |
| Spirit Realty Capital (SRC) | | | | ✓ | | | | | |
| Urban Edge Properties (UE) | | | | ✓ | | | | ✓ | |
| Community Healthcare Trust (CHCT) | | | | | | | | ✓ | |
| Peakstone Realty Trust (PKST) | | | | | | | | ✓ | |
| Plymouth Industrial REIT (PLYM) | | | | | | | | ✓ | |
| 25 | 2024 PROXY STATEMENT | | | |
| Name | | | | 2021 Base Salary Rate ($) (Effective January 1, 2021) | | | 2022 Base Salary Rate ($) (Effective January 1, 2022) | | ||||||
| Mark Manheimer | | | | | | 600,000 | | | | | | 600,000 | | |
| Andrew Blocher | | | | | | 375,000 | | | | | | 375,000 | | |
| Name | | | | 2023 Base Salary Rate ($) (Effective January 1, 2023) | | |||
| Mark Manheimer | | | | | | 700,000 | | |
| Daniel Donlan | | | | | | 350,000 | | |
| 26 | 2024 PROXY STATEMENT | | | |
| | | | | Short-Term Incentive Opportunity as % of Base Salary(1) | | | | | | | | | | | Short-Term Incentive Opportunity as % of Base Salary(1) | | | | | | | ||||||||||||||||||||||||||||||||
| Name | | | | Threshold | | Target | | Maximum | | Target STI ($) | | Name | | | | Threshold | | Target | | Maximum | | Target STI ($) | | ||||||||||||||||||||||||||||||
| Mark Manheimer | | | | | | 50% | | | | | 100% | | | | | 200% | | | | | 600,000 | | | Mark Manheimer | | | | | | 50% | | | | | 100% | | | | | 200% | | | | | 700,000 | | | ||||||
| Andrew Blocher | | | | | | 50% | | | | | 100% | | | | | 200% | | | | | 375,000 | | | Daniel Donlan | | | | | | 50% | | | | | 100% | | | | | 200% | | | | | 350,000 | | |
| Corporate Performance Goal | | | | Weighting | | Threshold (50%) | | Target (100%) | | Maximum (200%) | | Actual Performance | | Achievement | | Corporate Performance Goal | | | | Weighting | | Threshold (50%) | | Target (100%) | | Maximum (200%) | | Actual Performance | | Achievement | | ||||||||||||||||||||||
| AFFO/Share(1) | | | | | | 35% | | | $1.12 | | $1.16 | | $1.25 | | $1.16 | | | | 100.0% | | | AFFO/Share(1) | | | | | | 35% | | | $1.17 | | $1.22 | | $1.29 | | $1.22 | | | | 100.0% | | | ||||||||||
| Net Investments(2) | | | | | | 15% | | | $420M | | $480M | | $600M | | $480.2M | | | | 100.1% | | | Portfolio Investment Grade/Investment Grade Profile %(2) | | | | | | 15% | | | 75% | | 80% | | 85% | | 82.9% | | | | 158.5% | | | ||||||||||
| Portfolio Investment Grade %(3) | | | | | | 10% | | | 75% | | 80% | | 85% | | 80.1% | | | | 102.0% | | | Leverage(3) | | | | | | 15% | | | 6.00x | | 5.25x | | 4.50x | | 4.95x | | | | 140.0% | | | ||||||||||
| Leverage(4) | | | | | | 10% | | | 6.00x | | 5.25x | | 4.50x | | 4.93x | | | | 143.3% | | | Occupancy(4) | | | | | | 15% | | | 97.75% | | 98.50% | | 99.25% | | 100.0% | | | | 200.0% | | | ||||||||||
| Occupancy(5) | | | | | | 10% | | | 97.75% | | 98.50% | | 99.25% | | 100.0% | | | | 200.0% | | | Subjective(5) | | | | | | 20% | | | 1 | | 3 | | 5 | | 4 | | | | 150.0% | | | ||||||||||
| Subjective(6) | | | | | | 20% | | | 1 | | 3 | | 5 | | 3 | | | | 100.0% | | | Total: | | | | | | 100% | | | | | | | | | | | | | 139.8% | | | ||||||||||
| Total: | | | | | | 100% | | | | | | | | | | | | | 114.6% | | |
| 27 | 2024 PROXY STATEMENT | | | |
| Name(1) | | | | 2022 Annual STI Payout Percentage (% of Target) | | 2022 Annual STI ($)(2) | | Name | | | | 2023 Annual STI Payout Percentage (% of Target) | | 2023 Annual STI ($)(1) | | ||||||||||||||
| Mark Manheimer | | | | | | 114.6% | | | | | 687,334 | | | Mark Manheimer | | | | | | 139.8% | | | | | 978,425 | | | ||
| Daniel Donlan | | | | | | 139.8% | | | | | 489,213 | | |
| Name | | | | Shares Underlying RSU Grant (#) | | Aggregate Fair Value of RSU Grant ($) | | Name | | | | Shares Underlying RSU Grant (#) | | Aggregate Fair Value of RSU Grant ($) | | ||||||||||||||
| Mark Manheimer | | | | | | 41,554 | | | | | 920,000 | | | Mark Manheimer(1) | | | | | | 45,567 | | | | | 920,000 | | | ||
| Andrew Blocher(1) | | | | | | 18,067 | | | | | 400,000 | | |
| 28 | 2024 PROXY STATEMENT | | | |
| Name | | | | Target Shares Underlying PSU Grant (#) | | | Aggregate Fair Value of PSU Grant ($) | | ||||||
| Mark Manheimer | | | | | | 61,674 | | | | | | 1,380,000 | | |
| Andrew Blocher(1) | | | | | | 26,815 | | | | | | 600,000 | | |
| Name | | | | Target Shares Underlying PSU Grant (#) | | | Aggregate Fair Value of PSU Grant ($) | | ||||||
| Mark Manheimer | | | | | | 63,968 | | | | | | 1,380,000 | | |
| | | | | | | | | | Performance Level(1) | | | | | | | | | | | Performance Level(1) | | ||||||||||||||
| Performance Goal | | | | Weighting | | Threshold (50% Earned) | | Target (100% Earned) | | Maximum (200% Earned) | | Performance Goal | | | | Weighting | | Threshold (50% Earned) | | Target (100% Earned) | | Maximum (200% Earned) | | ||||||||||||
| Absolute TSR | | | | | | 60% | | | 21% | | 27% | | 33% | | Absolute TSR | | | | | | 60% | | | 18% | | 24% | | 30% | | ||||||
| Relative TSR | | | | | | 40% | | | 35th percentile | | 55th percentile | | 75th percentile | | Relative TSR | | | | | | 40% | | | 35th percentile | | 55th percentile | | 75th percentile | |
| | |||||||||
| Agree Realty | | | | Global Medical REIT | | | | Plymouth Industrial REIT | |
| Alexandria Real Estate | | | | Global Net Lease | | | | Postal Realty Trust | |
| CareTrust REIT | | | | Lexington Realty Trust | | | | Realty Income | |
| CorEnergy Infrastructure Trust | | | | LTC Properties | | | | Sabra Health Care REIT | |
| EPR Properties | | | | Medical Properties Trust | | | | Safehold | |
| Essential Properties Realty Trust | | | | National Health Investors | | | | Spirit Realty Capital | |
| Four Corners Property Trust | | | | National Retail Properties | | | | STAG Industrial | |
| Gaming and Leisure Properties | | | | Omega Healthcare Investors | | | | | |
| Getty Realty | | | | One Liberty Properties | | | | | |
| Gladstone Commercial | | | | Physicians Realty Trust | | | | |
| 29 | 2024 PROXY STATEMENT | | | |
| 30 | 2024 PROXY STATEMENT | | | |
| 31 | | | | |
| Name and Principal Position | | | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($)(1) | | Non-Equity Incentive Plan Compensation ($)(2) | | All Other Compensation ($)(3) | | Total ($) | | Name and Principal Position | | | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($)(1) | | Non-Equity Incentive Plan Compensation ($)(2) | | All Other Compensation ($)(3) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mark Manheimer President, Chief Executive Officer and Secretary | | | | | | 2022 | | | | | 600,000 | | | | | — | | | | | 2,410,250 | | | | | 687,334 | | | | | 12,260 | | | | | 3,709,844 | | | Mark Manheimer President, Chief Executive Officer and Secretary | | | | | | 2023 | | | | | 700,000 | | | | | — | | | | | 2,385,917(4) | | | | | 978,426 | | | | | 13,872 | | | | | 4,078,215 | | | ||||||||||||
| | | 2021 | | | | | 600,000 | | | | | — | | | | | 2,385,950 | | | | | 882,000 | | | | | 11,600 | | | | | 3,879,550 | | | | | | 2022 | | | | | 600,000 | | | | | — | | | | | 2,410,250 | | | | | 687,334 | | | | | 12,260 | | | | | 3,709,844 | | | |||||||||||||||||||
| | | 2020 | | | | | 550,000 | | | | | 687,500 | | | | | 549,990 | | | | | — | | | | | 11,400 | | | | | 1,798,890 | | | | | | 2021 | | | | | 600,000 | | | | | — | | | | | 2,385,950 | | | | | 882,000 | | | | | 11,600 | | | | | 3,879,550 | | | |||||||||||||||||||
| Lori Wittman(4) Interim Chief Financial Officer and Treasurer | | | | | | 2022 | | | | | 136,364 | | | | | — | | | | | — | | | | | — | | | | | 164,423 | | | | | 300,786 | | | Daniel Donlan(5) Chief Financial Officer and Treasurer | | | | | | 2023 | | | | | 255,208 | | | | | — | | | | | 650,000 | | | | | 489,213 | | | | | 107,912 | | | | | 1,502,333 | | | ||||||||||||
| Andrew Blocher(4) Former Chief Financial Officer, Treasurer and Secretary | | | | | | 2022 | | | | | 328,125 | | | | | — | | | | | 1,068,906 | | | | | — | | | | | 875,771 | | | | | 2,272,802 | | | Lori Wittman(6) Former Interim Chief Financial Officer and Treasurer | | | | | | 2023 | | | | | 249,230 | | | | | — | | | | | 90,000 | | | | | — | | | | | 54,326 | | | | | 393,556 | | | ||||||||||||
| | | 2021 | | | | | 375,000 | | | | | — | | | | | 1,054,678 | | | | | 551,250 | | | | | 11,600 | | | | | 1,992,528 | | | | | | 2022 | | | | | 136,364 | | | | | — | | | | | — | | | | | — | | | | | 164,423 | | | | | 300,786 | | | |||||||||||||||||||
| | | 2020 | | | | | 346,023 | | | | | 437,500 | | | | | 2,049,983 | | | | | — | | | | | 9,917 | | | | | 2,843,423 | | |
| Name | | | | RSU Grant Date Value | | PSU Grant Date Value | | 2022 Additional RSU Grant Date Value | | Total Grant Date Value | | | | | | RSU Grant Date Value | | PSU Grant Date Value | | 2023 Additional RSU Grant Date Value | | Total Grant Date Value | | ||||||||||||||||||||||||||||||
| Mark Manheimer | | | | | | 920,000 | | | | | 1,380,000 | | | | | 110,250 | | | | | 2,410,250 | | | Mark Manheimer | | | | | | 920,000 | | | | | 1,380,000 | | | | | 85,917 | | | | | 2,385,917 | | | ||||||
| Andrew Blocher | | | | | | 400,000 | | | | | 600,000 | | | | | 68,906 | | | | | 1,068,906 | | | Daniel Donlan | | | | | | 650,000 | | | | | — | | | | | — | | | | | 650,000 | | | ||||||
| Lori Wittman | | | | | | 90,000 | | | | | — | | | | | — | | | | | 90,000 | | |
| 32 | | | | |
| | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | Grant Date Fair Value of Stock Awards ($)(4) | | | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | Grant Date Fair Value of Stock Awards ($)(4) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | | | Grant Type | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | Name | | | | Grant Type | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mark Manheimer | | | | Annual Incentive | | | | — | | | | | 300,000 | | | | | 600,000 | | | | | 1,200,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mark Manheimer | | | | Annual Incentive | | | | — | | | | | 350,000 | | | | | 700,000 | | | | | 1,400,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| PSU Grant | | | | 2/28/2022 | | | | | | | | | | | | | | | | | | | | 30,837 | | | | | 61,674 | | | | | 123,348 | | | | | | | | | | 1,380,000 | | | | PSU Grant | | | | 2/28/23 | | | | | | | | | | | | | | | | | | | | 31,984 | | | | | 63,968 | | | | | 127,936 | | | | | | | | | | 1,380,000 | | | |||||||||||||||||||||||||
| Annual RSU Grant | | | | 2/28/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 41,554 | | | | | 920,000 | | | | Annual RSU Grant | | | | 2/28/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 45,567 | | | | | 920,000 | | | |||||||||||||||||||||||||
| 2022 Additional RSU Grant(5) | | | | 2/28/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,980 | | | | | 110,250 | | | | 2023 Additional RSU Grant(5) | | | | 2/28/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,255 | | | | | 85,917 | | | |||||||||||||||||||||||||
| Lori Wittman(6) | | | | — | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Daniel Donlan | | | | Annual Incentive | | | | — | | | | | 175,000 | | | | | 350,000 | | | | | 700,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| Andrew Blocher | | | | Annual Incentive | | | | — | | | | | 187,500 | | | | | 375,000 | | | | | 750,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual RSU Grant | | | | 4/10/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,040 | | | | | 650,000 | | | |||||||||||||||||||||
| PSU Grant | | | | 2/28/2022 | | | | | | | | | | | | | | | | | | | | 13,408 | | | | | 26,815 | | | | | 53,630 | | | | | | | | | | 600,000 | | | Lori Wittman | | | | Annual RSU Grant | | | | 2/28/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,458 | | | | | 90,000 | | | ||||||||||||||||||||||
| Annual RSU Grant | | | | 2/28/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,067 | | | | | 400,000 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 Additional RSU Grant(5) | | | | 2/28/202 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,112 | | | | | 68,906 | | |
| 33 | 2024 PROXY STATEMENT | | | |
| 34 | 2024 PROXY STATEMENT | | | |
| | | | | Stock Awards | | |||||||||||||||||||||
| Name | | | | Number of Shares or Units of Stock That Have Not | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(h)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(i) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(j) | | ||||||||||||
| Mark Manheimer | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | |||||||||||||||
| | | | | | | |||||||||||||||||||||
| | | 6,559(12) | | | | | | | | | | | | | | | | | | | ||||||
| | | 1,640(13) | | | | | | 29,274 | | | | | | | | | | | | | | | ||||
| | | 12,222(14) | | | | | | 218,163 | | | | | | | | | | | | | | | ||||
| | | 30,379(15) | | | | | | 542,625 | | | | | | | | | | | | | | | ||||
| Daniel Donlan | | | | | | 35,040(16) | | | | | | 625,464 | | | | | | | | | | | | | | |
| Lori Wittman | | | | | | | | | | | | | | | | | | | | | | |||||
| |
| 35 | 2024 PROXY STATEMENT | | | |
| | | | | Stock Awards | | | | | | Stock Awards | | ||||||||||||||||||
| Name | | | | Number of Shares Acquired on Vesting(#)(1) | | Value Realized on Vesting($)(2) | | Name | | | | Number of Shares Acquired on Vesting (#)(1) | | Value Realized on Vesting ($)(2) | | ||||||||||||||
| Mark Manheimer | | | | | | 62,242 | | | | | 1,259,979 | | | Mark Manheimer | | | | | | 84,394 | | | | | 1,595,886 | | | ||
| Lori Wittman | | | | | | 5,558 | | | | | 115,509 | | | Daniel Donlan | | | | | | — | | | | | — | | | ||
| Andrew Blocher | | | | | | 116,357 | | | | | 2,288,308 | | | Lori Wittman | | | | | | 4,065 | | | | | 82,072 | | |
| Name | | | | Number of Shares Acquired on Vesting of RSUs under Alignment of Interest Program (#) | | | Value Realized on Vesting ($) | | | Number of Shares Acquired on Vesting of Time-Based RSUs (#) | | | Value Realized on Vesting ($) | | ||||||||||||
| Andrew Blocher | | | | | | 25,997 | | | | | | 485,884 | | | | | | 56,211 | | | | | | 1,050,584 | | |
| | | | | Potential Amounts Payable on Termination Without Cause and/or Resignation for Good Reason | | | | | | | | | | | Potential Amounts Payable on Termination Without Cause and/or Resignation for Good Reason | | | | | | | ||||||||||||||||||||
| Name | | | | Without a Change in Control | | With a Change in Control | | Potential Amount Payable on Death or Disability | | Name | | | | Without a Change in Control | | With a Change in Control | | Potential Amount Payable on Death or Disability | | ||||||||||||||||||||||
| Mark Manheimer | | | | | | | | | | | | | | | | | | | Mark Manheimer | | | | | | | | | | | | | | | | | | | ||||
| Cash severance(1) | | | | | | 2,400,000 | | | | | 3,600,000 | | | | | 100,000 | | | Cash severance(1) | | | | | | 2,800,000 | | | | | 4,200,000 | | | | | 116,667 | | | ||||
| Accelerated vesting of RSUs(2) | | | | | | 3,611,945 | | | | | 3,611,945 | �� | | | | 3,611,945 | | | Accelerated vesting of RSUs(2) | | | | | | 3,204,093 | | | | | 3,204,093 | | | | | 3,204,093 | | | ||||
| Accelerated vesting of PSUs(3) | | | | | | 2,553,956 | | | | | 2,553,956 | | | | | 2,553,956 | | | Accelerated vesting of PSUs(3) | | | | | | 3,628,905 | | | | | 3,628,905 | | | | | 3,628,905 | | | ||||
| COBRA premiums(4) | | | | | | 31,752 | | | | | 31,752 | | | | | 31,752 | | | COBRA premiums(4) | | | | | | 31,766 | | | | | 31,766 | | | | | 31,766 | | | ||||
| 2022 short-term incentives(5) | | | | | | 687,334 | | | | | 687,334 | | | | | 687,334 | | | 2023 short-term incentives(5) | | | | | | 978,425 | | | | | 978,425 | | | | | 978,425 | | | ||||
| Total payments | | | | | | 9,284,987 | | | | | 10,484,987 | | | | | 6,984,987 | | | Total payments | | | | | | 10,643,189 | | | | | 12,043,189 | | | | | 7,959,856 | | | ||||
| Lori Wittman(6) | | | | | | — | | | | | — | | | | | — | | |
| 36 | 2024 PROXY STATEMENT | | | |
| | | | | Potential Amounts Payable on Termination Without Cause and/or Resignation for Good Reason | | | | | | | | |||||||||
| Name | | | | Without a Change in Control | | | With a Change in Control | | | Potential Amount Payable on Death or Disability | | |||||||||
| Daniel Donlan | | | | | | | | | | | | | | | | | | | | |
| Cash severance(1) | | | | | | 700,000 | | | | | | 1,400,000 | | | | | | 58,333 | | |
| Accelerated vesting of RSUs(2) | | | | | | 625,464 | | | | | | 625,464 | | | | | | 625,464 | | |
| COBRA premiums(4) | | | | | | 49,714 | | | | | | 49,714 | | | | | | 49,714 | | |
| 2023 short-term incentives(5) | | | | | | 489,213 | | | | | | 489,213 | | | | | | 489,213 | | |
| Total payments | | | | | | 1,864,391 | | | | | | 2,564,391 | | | | | | 1,222,724 | | |
| 37 | 2024 PROXY STATEMENT | | | |
| 38 | | | | |
| 39 | | | | |
| 40 | | | | |
| 41 | | | | |
| Year | | | | Summary Compen- sation Table Total for PEO(1) | | Compen- sation Actually Paid to PEO(2) ($) | | Average Summary Compen- sation Table Total for Non-PEO NEOs(3) ($) | | Average Compen- sation Actually Paid to Non-PEO NEOs(4) ($) | | | Value of Initial Fixed td00 Investment Based on: | | | Net Income (thousands)(7) ($) | | Company Selected Measure — AFFO / Diluted Share(8) ($) | | Year | | | | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) ($) | | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | | Average Compen sation Actually Paid to Non-PEO NEOs(4) ($) | | | Value of Initial Fixed td00 Investment Based on: | | | Net Income (thousands)(7) ($) | | Company Selected Measure — AFFO / Diluted Share(8) ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Share- holder Return(5) ($) | | Peer Group Total Share- holder Return(5)(6) ($) | | | Total Shareholder Return(5) ($) | | Peer Group Total Shareholder Return(5)(6) ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | | 3,709,844 | | | | | 1,865,221 | | | | | 1,286,794 | | | | | 768,210 | | | | | 113.24 | | | | | 112.46 | | | | | 8,117 | | | | | 1.16 | | | 2023 | | | | | | 4,078,215 | | | | | 3,121,888 | | | | | 947,945 | | | | | 934,652 | | | | | 115.61 | | | | | 125.23 | | | | | 6,890 | | | | | 1.22 | | | ||||||||||||||
| 2021 | | | | | | 3,879,550 | | | | | 6,002,432 | | | | | 1,992,528 | | | | | 3,092,593 | | | | | 136.05 | | | | | 149.84 | | | | | 3,046 | | | | | 0.94 | | | 2022 | | | | | | 3,709,844 | | | | | 1,865,221 | | | | | 1,286,794 | | | | | 768,210 | | | | | 113.24 | | | | | 112.46 | | | | | 8,117 | | | | | 1.16 | | | ||||||||||||||
| 2020 | | | | | | 1,798,890 | | | | | 2,049,176 | | | | | 2,843,423 | | | | | 2,869,203 | | | | | 111.58 | | | | | 106.04 | | | | | 688 | | | | | 0.69 | | | 2021 | | | | | | 3,879,550 | | | | | 6,002,432 | | | | | 1,992,528 | | | | | 3,092,593 | | | | | 136.05 | | | | | 149.84 | | | | | 3,046 | | | | | 0.94 | | | ||||||||||||||
| 2020 | | | | | | 1,798,890 | | | | | 2,049,176 | | | | | 2,843,423 | | | | | 2,869,203 | | | | | 111.58 | | | | | 106.04 | | | | | 688 | | | | | 0.69 | | |
| Year | | | | Reported Summary Compensation Table Total for PEO ($) | | Reported Value of Equity Awards(a) ($) | | Equity Award Adjustments(b) ($) | | Compensation Actually Paid to PEO ($) | | Year | | | | Reported Summary Compensation Table Total for PEO ($) | | Less: Reported Value of Equity Awards(a) ($) | | Add: Equity Award Adjustments(b) ($) | | Compensation Actually Paid to PEO ($) | | ||||||||||||||||||||||||||||||
| 2022 | | | | | | 3,709,844 | | | | | (2,410,250) | | | | | 565,627 | | | | | 1,865,221 | | | 2023 | | | | | | 4,078,215 | | | | | (2,385,917) | | | | | 1,429,590 | | | | | 3,121,888 | | | ||||||
| 2021 | | | | | | 3,879,550 | | | | | (2,385,950) | | | | | 4,508,832 | | | | | 6,002,432 | | | ||||||||||||||||||||||||||||||
| 2020 | | | | | | 1,798,890 | | | | | (549,990) | | | | | 800,276 | | | | | 2,049,176 | | |
| 42 | | | | |
| Year | | | | Year End Fair Value of Equity Awards ($) | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | Total Equity Award Adjustments ($) | | Year | | | | Year End Fair Value of Equity Awards Granted in the Year ($) | | Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | Total Equity Award Adjustments ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | | 1,989,403 | | | | | (1,345,902) | | | | | — | | | | | (165,363) | | | | | — | | | | | 87,489 | | | | | 565,627 | | | 2023 | | | | | | 2,156,389 | | | | | (792,622) | | | | | — | | | | | 65,823 | | | | | — | | | | | — | | | | | 1,429,590 | | | ||||||||||||
| 2021 | | | | | | 3,974,472 | | | | | 394,138 | | | | | — | | | | | 102,526 | | | | | — | | | | | 37,696 | | | | | 4,508,832 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | | | | | | 595,517 | | | | | 181,063 | | | | | — | | | | | 14,582 | | | | | — | | | | | 9,114 | | | | | 800,276 | | |
| Year | | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | | Average Reported Value of Equity Awards ($) | | Average Equity Award Adjustments(a) ($) | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | Year | | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | | Less: Average Reported Value of Equity Awards ($) | | Add: Average Equity Award Adjustments(a) ($) | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | ||||||||||||||||||||||||||||||
| 2022 | | | | | | 1,286,794 | | | | | (534,453) | | | | | 15,869 | | | | | 768,210 | | | 2023 | | | | | | 947,945 | | | | | (370,000) | | | | | 356,707 | | | | | 934,652 | | | ||||||
| 2021 | | | | | | 1,992,528 | | | | | (1,054,678) | | | | | 2,154,743 | | | | | 3,092,593 | | | ||||||||||||||||||||||||||||||
| 2020 | | | | | | 2,843,423 | | | | | (2,049,983) | | | | | 2,075,763 | | | | | 2,869,203 | | |
| Year | | | | Average Year End Fair Value of Equity Awards ($) | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | Total Average Equity Award Adjustments ($) | | Year | | | | Average Year End Fair Value of Equity Awards Granted in the Year ($) | | Average Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | Average Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | Total Average Equity Award Adjustments ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | | 37,256 | | | | | — | | | | | 146,293 | | | | | (188,674) | | | | | — | | | | | 20,996 | | | | | 15,869 | | | 2023 | | | | | | 352,520 | | | | | — | | | | | — | | | | | 4,187 | | | | | — | | | | | — | | | | | 356,707 | | | ||||||||||||
| 2021 | | | | | | 1,841,550 | | | | | 290,542 | | | | | — | | | | | 13,816 | | | | | — | | | | | 8,835 | | | | | 2,154,743 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | | | | | | 2,075,763 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,075,763 | | |
| 43 | 2024 PROXY STATEMENT | | | |
| 44 | 2024 PROXY STATEMENT | | | |
| | | |
| (in thousands) | | | | 2022 | | 2021 | | (in thousands) | | | | 2023 | | 2022 | | ||||||||||||||
| Audit Fees(1) | | | | | $ | 965 | | | | $ | 1,192 | | | Audit Fees(1) | | | | | $ | 868 | | | | $ | 965 | | | ||
| Audit-Related Fees | | | | | | — | | | | | — | | | Audit-Related Fees | | | | | | — | | | | | — | | | ||
| Tax Fees(2) | | | | | | 293 | | | | | 233 | | | Tax Fees(2) | | | | | | 359 | | | | | 293 | | | ||
| All Other Fees | | | | | | — | | | | | — | | | All Other Fees | | | | | | — | | | | | — | | | ||
| Total | | | | | $ | 1,257 | | | | $ | 1,425 | | | Total | | | | | $ | 1,227 | | | | $ | 1,257 | | |
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| | | Internet www.proxyvote.com | | | | | Calling 1-800-690-6903 Toll-free from the U.S. or Canada | | | | | Mail Return the signed proxy card | |
| | | |
| Proposal | | | | Voting Options | | | | Vote Required to Adopt the Proposal | | | | Effect of Abstentions | | | | Effect of “Broker Non-Votes” | |
| Election of directors | | | | FOR, AGAINST or ABSTAIN with respect to each director nominee. | | | | Majority of total votes cast for and against a nominee; each director nominee must receive more votes FOR than AGAINST.* Stockholders may not cumulate votes for directors. | | | | No effect. An abstention does not count as a vote cast. | | | | No effect; no broker discretion to vote. | |
| Ratification of retention of KPMG LLP | | | | FOR, AGAINST or ABSTAIN. | | | | Majority of the votes cast; shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal. | | | | No effect. An abstention does not count as a vote cast. | | | | No broker non-votes; brokers have discretion to vote. | |
| Advisory vote to approve executive compensation | | | | FOR, AGAINST or ABSTAIN. | | | | Majority of the votes cast; shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal.** | | | | No effect. An abstention does not count as a vote cast. | | | | No effect; no broker discretion to vote. | |
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| | | | By Order of the Board of Directors, | |
| | | | | |
| | | | Mark Manheimer | |
| | | | President, Chief Executive Officer and Secretary | |
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| A-1 | | | | |
| | | | | Year Ended December 31, 2022 (unaudited) | | | | | | Year Ended December 31, 2023 (unaudited) | | ||||||
| Net income | | | | | $ | 8,205 | | | Net income | | | | | $ | 6,890 | | |
| Depreciation and amortization of real estate | | | | | | 49,498 | | | Depreciation and amortization of real estate | | | | | | 63,379 | | |
| Provisions for impairment | | | | | | 1,114 | | | Provisions for impairment | | | | | | 7,083 | | |
| Gain on sales of real estate, net | | | | | | (4,148) | | | Gain on sales of real estate, net | | | | | | (1,175) | | |
| FFO | | | | | | 54,669 | | | FFO | | | | | | 76,177 | | |
| Adjustments: | | | | | | | | | Adjustments: | | | | | | | | |
| Non-recurring severance and related charges | | | | | | 848 | | | Non-recurring severance and related charges | | | | | | 362 | | |
| Gain on insurance proceeds | | | | | | (126) | | | Loss on debt extinguishment and other related costs | | | | | | 223 | | |
| Core FFO | | | | | | 55,391 | | | Gain on insurance proceeds | | | | | | (78) | | |
| Adjustments: | | | | | | | | | Core FFO | | | | | | 76,684 | | |
| Straight-line rental revenue | | | | | | (1,286) | | | Adjustments: | | | | | | | | |
| Amortization of deferred financing costs | | | | | | 891 | | | Straight-line rent adjustments | | | | | | (1,163) | | |
| Amortization of loan orgination costs | | | | | | 88 | | | Amortization of deferred financing costs | | | | | | 1,730 | | |
| Amortization of above/below market lease intangibles | | | | | | (1,430) | | | Amortization of above/below market lease intangibles | | | | | | 114 | | |
| Amortization of lease incentives | | | | | | 541 | | | Amortization of loan origination costs | | | | | | 163 | | |
| Capitalized interest expense | | | | | | (452) | | | Amortization of lease-related intangibles | | | | | | (611) | | |
| Non-cash compensation expense | | | | | | 4,774 | | | Earned development interest | | | | | | 515 | | |
| AFFO | | | | | $ | 58,517 | | | Capitalized interest expense | | | | | | (1,060) | | |
| Weighted average common shares outstanding, diluted | | | | | | 50,431,822 | | | Non-cash interest expense | | | | | | (2,124) | | |
| FFO per common share, diluted | | | | | $ | 1.08 | | | Non-cash compensation expense | | | | | | 4,822 | | |
| Core FFO per common share, diluted | | | | | $ | 1.10 | | | AFFO | | | | | $ | 79,070 | | |
| AFFO per common share, diluted | | | | | $ | 1.16 | | | Weighted average common shares outstanding, diluted | | | | | | 64,665,439 | | |
| FFO per common share, diluted | | | | | $ | 1.18 | | | |||||||||
| Core FFO per common share, diluted | | | | | $ | 1.19 | | | |||||||||
| AFFO per common share, diluted | | | | | $ | 1.22 | | |
| A-2 | | | | |
| | | | | Year Ended December 31, 2022 (unaudited) | | |||
| Net income | | | | | $ | 8,205 | | |
| Depreciation and amortization of real estate | | | | | | 49,498 | | |
| Amortization of above/below market lease intangibles | | | | | | (1,430) | | |
| Amortization of lease incentives | | | | | | 541 | | |
| Non-real estate depreciation and amortization | | | | | | 577 | | |
| Interest expense, net | | | | | | 9,181 | | |
| Income tax expense | | | | | | 396 | | |
| Amortization of loan orgination costs | | | | | | 88 | | |
| EBITDA | | | | | | 67,056 | | |
| Adjustments: | | | | | | | | |
| Provisions for impairment | | | | | | 1,114 | | |
| Gain on sales of real estate, net | | | | | | (4,148) | | |
| EBITDAre | | | | | | 64,022 | | |
| Adjustments: | | | | | | | | |
| Straight-line rental revenue | | | | | | (1,286) | | |
| Non-recurring severance and related charges | | | | | | 848 | | |
| Gain on insurance proceeds | | | | | | (126) | | |
| Non-cash compensation expense | | | | | | 4,774 | | |
| Adjusted EBITDAre | | | | | $ | 68,232 | | |