| 2. | Advisory vote to approve named executive officer compensation. The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present will be necessary to approve the advisory vote on executive compensation. |
For purposes of the advisory vote to approve the named executive officer compensation, abstentions and brokernon-votes are not considered votes cast and will have no effect on the outcome of this proposal.
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| 3. | Ratify the appointment of PricewaterhouseCoopers LLP. The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present will be necessary to ratify the appointment of the independent registered public accounting firm. |
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For purposes of the appointment of PricewaterhouseCoopers LLP, abstentions are not considered votes cast and will have no effect on the outcome of this proposal. (The ratification of the appointment of auditors is a “routine” matter under The New York Stock Exchange (“NYSE”) rules for which brokers, banks or other nominees have the discretion to vote without receiving instructions from the beneficial owner of the shares. See “BrokerNon-Votes” below for further information.)
Brokernon-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed“non-routine.”non-routine” under NYSE rules. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered to be “routine,”“routine” under NYSE rules, but cannot vote the shares with respect to“non-routine” matters. With respect to the three proposals set forth in this Proxy Statement, only Proposal 3 – Ratification of the Appointment of PricewaterhouseCoopers LLP – is considered to be “routine” and brokers, banks or other nominees generallywill have discretionary voting power with respect to such proposal. We encourage you to provide instructions to your broker, bank or other nominee regarding the voting of your shares. See “Vote Required” section above for the treatment of brokernon-votes with respect to each of the three proposals.
If you vote by proxy, the individuals named on the proxy card (your “proxies” or “proxy holders”) will vote your shares in the manner you indicate.
We will bear the cost of soliciting proxies. In addition to soliciting stockholders by mail through our employees, we will request banks, brokers and other custodians, nominees and fiduciaries to solicit customers for whom they hold our stock and we will reimburse them for their reasonable,out-of-pocket costs.costs in connection with the solicitation of proxies. We may also use the services of our officers, directors and others to solicit proxies personally or by telephone, without additional compensation.
Notice Regarding the Availability of Proxy Materials
From the date of mailing of the Notice of Internet Availability through the conclusion of the Annual Meeting, stockholders will be able to access all of the proxy materials on the internet at www.proxyvote.com. The proxy materials will be available free of charge. The Notice of Internet Availability will instruct you as to how you may access and review all of the important information contained in the proxy materials (including our Annual Report to stockholders) over the internet or through other methods specified at the website designated in the Notice of Internet Availability. The designated website contains instructions as to how to vote your shares over the internet or by telephone. The Notice of Internet Availability also instructs you as to how you may request a paper or email copy of the proxy card. If you received a Notice of Internet Availability and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.
The rules and regulations adopted by the Securities and Exchange Commission (the “SEC”) permit us to deliver a single Notice of Internet Availability or set of Annual Meeting materials to one address shared by two or more of our stockholders. We have delivered only one copy of the Notice of Internet Availability or set of Annual Meeting materials to multiple stockholders who share the same address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We will promptly deliver, upon written or oral request, a separate copy of the Notice of Internet Availability or set of Annual Meeting materials to any stockholder at the shared address
to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice of Internet Availability or sets of Annual Meeting materials, contact Broadridge Financial Solutions, Inc. at1-800-542-1061, or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices of Internet Availability or set of Annual Meeting materials for your household, please contact Broadridge at the above phone number or address.
The Notice of Internet Availability or Annual Meeting materials will be sent to stockholders on, and will be available on the internet on or about, March 15, 2019.18, 2020.
ELECTION OF DIRECTORS
(Item No. 1 on the Proxy Card)
Nominees for Election at the Annual Meeting
Getty’s directors are elected at each annual meeting of stockholders and hold office for a term of one year and until their respective successors are elected and qualified. The Board of Directors has nominated seven candidates for election as directors for aone-year term ending at the 20202021 annual meeting of the Company’s stockholders or when their successors are duly elected and qualified.
The affirmative vote of a plurality of all votes cast at the Annual Meeting is required for the election of each nominee to our Board of Directors. With respect to each director nominee, you may vote “for” such nominee or “withhold” your vote as to such nominee. Director nominees with the most votes cast “for” such nominee’s election will be elected to our Board of Directors. For purposes of the election of directors, abstentions and brokernon-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote.
You may use the proxy card furnished to you to cast your votes for the election of the director nominees named in the table below. In the event that any of the nominees should become unable or unwilling to serve as a director prior to the 20192020 Annual Meeting, we intend to vote your proxy “for” the election of the substitute nominee, if any, who is designated by the Board of Directors. For additional information about how we identify and evaluate nominees for director, see “Committees – Nominating/Corporate Governance Committee” at page 1110 of this Proxy Statement.
Set forth below is information regarding the directors nominated for election at the Annual Meeting, including background information and information regarding the specific experience, qualifications, attributes and skills that support the conclusion that these nominees should serve as directors of Getty.
Name and Age | Information Regarding Nominees | |
| Leo Liebowitz – | Mr. Liebowitz has served as Chairman of the Board of Getty since 1971 and served as the Chief Executive Officer of Getty from 1985 until 2010. Mr. Liebowitz served as President of Getty from 1971 until 2004. In 1955, Mr. Liebowitzco-founded the predecessor business that became our Company, and he is our largest individual stockholder. | |
Mr. Liebowitz also served as Chairman, Chief Executive Officer and a director of Getty Petroleum Marketing Inc. from 1996 until 2000, and as a director of the Regional Banking Advisory Board of JPMorgan Chase & Co. from 1975 to 2013. | ||
As ourco-founder and one of our largest stockholders since the Company’s inception, Mr. Liebowitz possesses a deep understanding and appreciation of all aspects of Getty, its history and its business. He is highly qualified to serve on and lead our Board. | ||
| Milton Cooper – | Mr. Cooper has served as a director of Getty since 1971 and as Chairman of the Compensation Committee since 2006. He also has served as a member of the Nominating/Corporate Governance Committee since before 1993. | |
Mr. Cooper is the Executive Chairman of the Board of Directors for Kimco Realty Corporation (“Kimco”), a | ||
Name and Age | Information Regarding Nominees | |
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Mr. Cooper is a nationally recognized leader of the modern REIT industry. He has received the National Association of Real Estate Investment Trusts Industry Leadership Award for his significant and lasting contribution to the REIT industry. From 1983 through April 2012, he was also a director of Blue Ridge Real Estate/Big Boulder Corporation, a real estate management and land development firm. Mr. Cooper has also served as a member of the Executive Committee of the Board of Governors of the National Association of Real Estate Investment Trusts. | ||
Along with Mr. Liebowitz, Mr. Cooper is the longest-serving member of our Board, and also one of our largest individual stockholders. Mr. Cooper is a trusted advisor and highly qualified for our Board. | ||
| Philip E. Coviello – | Mr. Coviello has served as a director of Getty since 1996 and as Chairman of the Audit Committee since 2000. Mr. Coviello also has served on the Compensation Committee since 2007 and on the Nominating/Corporate Governance Committee since 1999. | |
Mr. Coviello has served as a director of Kimco since 2008, serves as Chairman of Kimco’s Audit Committee, and also serves on Kimco’s Executive Compensation Committee and Nominating/Corporate Governance Committee. Mr. Coviello was a partner in Latham & Watkins LLP, an international law firm, until his retirement from the firm as of December 31, 2003. | ||
Mr. Coviello’s qualifications to serve on our Board include his many years of legal experience counseling Boards of Directors and senior management of public and private companies on a wide range of corporate and securities law issues, including mergers and acquisitions, securities offerings and corporate governance, regulatory compliance and other matters. | ||
| Christopher J. Constant – | Mr. Constant has served as a director of Getty since January 1, 2016, concurrent with his appointment as President and Chief Executive Officer of the Company effective at that time. Mr. Constant joined the Company in November 2010 as Director of Planning and Corporate Development and advanced within the Company to Treasurer in May 2012, Vice President in May 2013, Chief Financial Officer in December 2013, and President and Chief Executive Officer as of January 1, 2016. | |
Prior to joining Getty, Mr. Constant was a Vice President in the corporate finance department of Morgan Joseph & Co. Inc. and began his career in the corporate finance department at ING Barings. | ||
Mr. Constant’s qualifications to serve on our Board include his past experience in investment banking, totaling over ten years, including his past leadership role as Vice President in the investment banking firm | ||
Morgan Joseph & Co. Inc., and his diverse knowledge of financial and |
Name and Age | Information Regarding Nominees | |
| capital markets and corporate development strategies, specifically as they relate to the real estate industry and REITs. In addition, Mr. Constant has gained extensive knowledge of the Company’s business strategies, finances and operations in various executive capacities with the Company since 2010, and has been a driving force behind the execution of numerous specialized and strategic projects during his tenure. His knowledge of our business, finances, operations and compliance requirements, and his demonstrated effective leadership within the Company, qualify Mr. Constant as a valuable member of our Board of Directors. | ||
| Mary Lou Malanoski – | Ms. Malanoski | |
Ms. Malanoski is currently Chief Financial Officer of | ||
Ms. Malanoski’s qualifications to serve on our Board include her over 30 years of experience on Wall Street in various roles. Ms. Malanoski is an accomplished leader and an experienced board member who brings a unique and independent perspective to our Board. | ||
| Richard E. Montag – | Mr. Montag has served as a director of Getty since 2010. He also has served as a member of the Compensation Committee since 2010 and as a member of the Audit Committee since 2010. | |
Mr. Montag was a director of FNC Realty Corporation (f/k/a Frank’s Nursery & Crafts, Inc.) from 2004 until 2005; Enterprise Asset Management, Inc. from 2003 until 2004; Hills Stores Company from 1997 to 1998, and Getty Petroleum Marketing Inc. from 1996 until 2000. From 1982 until 1998, Mr. Montag was the Vice President of Real Estate Development for The Richard E. Jacobs Group, Inc. | ||
Mr. Montag’s qualifications to serve on our Board include his demonstrated leadership and management experience and strong understanding of public company governance and operations through his prior service on three public company boards. Mr. Montag also possesses experience as a director of Getty Petroleum Marketing Inc. from October 1996 until December 2000 and as a senior executive in the real estate industry, including his prior position as Vice President with The Richard E. Jacob Group, Inc., one of the nation’s most | ||
established and respected owners, developers, and managers of commercial real estate. |
Name and Age | Information Regarding Nominees | |
| Howard B. Safenowitz – | Mr. Safenowitz has served as a director of Getty since December 1998 and as Lead Independent Director of Getty since February 2010. He also has served as Chairman of the Nominating/Corporate Governance Committee since 2005. In addition, Mr. Safenowitz has served on the Compensation Committee since 1999 and on the Audit Committee since 2005. | |
Together with attributed family interests, Mr. Safenowitz is also one of the Company’s largest stockholders. Mr. Safenowitz is the President of Safenowitz Family Corp., an investment firm, since 1997. From 1990 to 2003, he was employed by The Walt Disney Company where he served as Senior Vice President, Business Affairs of Buena Vista Motion Pictures from March 2001 until April 2003 and prior thereto as Vice President, Business Affairs of Walt Disney Pictures and Television from 1996 until 2001. Mr. Safenowitz practiced corporate and transactional law in New York and California from 1983 until joining The Walt Disney Company in 1990. He also served as a director of Getty Petroleum Marketing Inc. from December 1998 until December 2000. | ||
Mr. Safenowitz’s qualifications to serve on our Board include his significant experience with and knowledge of Getty, along with his prior service as a director of Getty Petroleum Marketing Inc. until December 2000, which together provide him with a valuable perspective on core business matters that face our Company. In addition, his experience as a corporate lawyer, as well as his position as the president of Safenowitz Family Corp. and his past leadership experience at The Walt Disney Company, have provided Mr. Safenowitz demonstrated leadership and management skills contributing to his value as an advisor to our Company. | ||
Recommendation
The Board of Directors unanimously recommends that you vote “for” the election of each nominee for director.
CORPORATE GOVERNANCE AND RELATED MATTERS
Board of Directors and Board Leadership Structure
Our Board of Directors is currently comprised of Christopher J. Constant, Milton Cooper, Philip E. Coviello, Leo Liebowitz, Mary Lou Malanoski, Richard E. Montag, and Howard B. Safenowitz. Our Board is elected by the stockholders to oversee the performance of the Company’s business affairs and to set broad strategy for the Company’s growth. The Board of Directors acts as an advisor to senior management and monitors its performance. It also oversees the Company’s compliance efforts. To help discharge its responsibilities, the Board of Directors has adopted Corporate Governance Guidelines on significant corporate governance issues. The Corporate Governance Guidelines address, among other things, the size and composition of the Board of Directors, director independence, committee membership and structure, meetings and executive sessions, and director selection and training.
The Charters for each of the committees of the Board of Directors, the Corporate Governance Guidelines, and Getty’s Business Conduct Guidelines (which serve as our code of ethics under the Sarbanes-Oxley Act of 2002 and our code of business conduct and ethics under the New York Stock Exchange (“NYSE”)NYSE rules, and covers officers, employees and directors), may all be accessed through the Getty website at www.gettyrealty.com by clicking on “Investors/Corporate Governance”.
The Board of Directors and the Nominating/Corporate Governance Committee are committed to the needs of the Board and in evaluating possible director candidates have historically considered the knowledge and judgment, and breadth of skills, experience and attributes, of a candidate with a goal of identifying the most suitable person based on merit, without regardwill, pursuant to gender, race, color, religion or national origin. From time to time, the Board of Directors and the Nominating/Corporate Governance Committee havere-evaluated their policies regarding diversity among the Board of Directors, specifically including gender and racial diversity. In February 2018, the Board of Directors determined to revise the Director Qualification Standards section of the Company’s Corporate Governance Guidelines, to reaffirmconsider multiple factors including the potential benefitsknowledge and judgment, breadth of skills, experience, perspective, and other attributes of a candidate, as well as diversity among the Board of Directors, by specifically stating that (i) diversity (based on factors commonly associated with diversitycriteria such as race, gender, national origin, religion, or sexual orientation or identity, as well as on broader principles such as diversity of perspective and experience) would be oneidentity. As a direct result of the elementsNominating/Corporate Governance Committee’s commitment to be considered in evaluating any particular director candidate, and (ii) in carrying out its duties,a diverse Board of Directors, the Nominating/Corporate Governance Committee shall be responsibleagain nominated for assessingelection at the appropriate balance of skills and characteristics required of members of the Board of Directors and would actively seek to broaden the diversity composition of the Board of Directors. In furtherance thereof, in the summer of 2018, the Nominating/Corporate Governance Committee sought input from, and solicited recommendations from, management and other members of the Board of Directors regarding possibleAnnual Meeting Ms. Malanoski as a director nominee candidates. In connection therewith, Mr. Constant reached out to his direct contacts, other REIT executives, senior investment bankers, PricewaterhouseCoopers LLP and the Company’s investor relations firm for suggestions for diverse candidates whose expertise and personal characteristics would align with the Company’s long-term business strategy. After personally interviewing approximately ten recommended candidates, Mr. Constant recommended three candidates from this group to the Nominating/Corporate Governance Committee, each of whom was personally interviewed and evaluated by the Nominating/Corporate Governance Committee. In October 2018, after the Nominating/Corporate Governance Committee considered, among other criteria, Ms. Malanoski’scandidate based upon her (i) personal and professional integrity, ethics and values, (ii) educational and professional background, (iii) experience in corporate management, (iv) experience as a board member, (v) “independence,” as defined by the New York Stock ExchangeNYSE listing standards, (vi) financial literacy, and (vii) ability to foster a diversity of backgrounds and views and to compliment the Board’s existing strengths, the Nominating/Corporate Governance Committee recommended to the Board of Directors that it increase the number of authorized directors constituting the Board from six to seven and appoint Ms. Malanoski to fill the vacancy created thereby. In October 2018, in furtherance of the implementation of its revised Corporate Governance Guidelines and its desire to broaden the diversity of its membership, the Board of Directors so acted.strengths. (For additional information on this issue, see “Nominating/Corporate Governance Committee” discussion on page 11pages10-12 of this Proxy Statement.)
In addition to our website availability, copies of any of the Charters for each of the committees of the Board of Directors, the Corporate Governance Guidelines, and/or Getty’s Business Conduct Guidelines may also be obtained by submitting a written request to Mr. Joshua Dicker, Executive Vice President, General Counsel and Secretary, at the address for Getty’s executive offices provided in this Proxy Statement. The Business Conduct Guidelines apply to all employees, officers and directors of the Company and waivers of the Business Conduct Guidelines for directors or
executive officers, if any, will be disclosed as required by the rules and regulations of the SEC. There were no such waivers in 2018.2019.
For the year ended December 31, 2018,2019, our Board of Directors had seven members. The Board of Directors has nominated seven candidates for election as directors for aone-year term ending at the 20202021 annual meeting of the Company’s stockholders and when their successors are duly elected and qualified.
The Board does not have a policy regarding the separation of the roles of Chief Executive Officer (“CEO”) and Chairman of the Board, as the Board believes it is in the best interests of the Company for the Board to have the flexibility to make the determination whether the same person should serve as both the CEO and Chairman of the Board at any given point in time, or whether the roles should be separate, depending on, among other factors, the position and direction of the Company and the membership of the Board. The Board believes that its current leadership structure, with separate Chairman and CEO positions, is appropriate for the Company because it separates the leadership of the Board from the day to day leadership of the Company. The Board believes that, in addition to the Lead Independent Director, separating the position of Chairman from the CEO better positions the Board to evaluate the performance of management and enables the Chairman to provide guidance to the CEO.
In his role as Chairman of the Board, Mr. Liebowitz is responsible for enhancing Board effectiveness, in particular by ensuring that the Board works as a cohesive team; ensuring that the Board has adequate resources and that there is a process in place to assure that the Board is presented with full, timely and relevant information; ensuring
that there is a process in place to monitor best practices that relate to the responsibilities of the Board; and assessing the effectiveness of the overall Board and individual directors on a regular basis. He is also responsible for Board management, in particular by providing oversight on the agendas for Board meetings; consulting with the CEO regarding the membership and the chairs for Board committees; ensuring that the independent directors meet regularly without management present to discuss the effectiveness of the CEO and the Board; and by chairing Board meetings.
In his role as the CEO, Mr. Constant is responsible for setting a strategic vision for the Company and seeking to align the Company, internally and externally, with that strategic vision. In addition, Mr. Constant, as CEO, is responsible for day to day leadership of the Company, promoting Company performance through his leadership, and leading the Company in the execution of its business plan. Our CEO also serves on our Board, which we believe helps the CEO to serve as a bridge between management and the Board of Directors, ensuring that both groups act with a common purpose. We believe that the CEO’s presence on the Board enhances his ability to provide insight and direction on important strategic initiatives to both management and the independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all decisions by the Board.
Role of Board of Directors in Risk Oversight
It is management’s responsibility to assess and manage the various risks the Company faces and the Board’s responsibility to oversee management in this effort. In exercising its oversight, the Board has delegated primary responsibility for risk assessment and risk management oversight to the Audit Committee. Under its Charter, the Audit Committee’s responsibilities include discussing with management the Company’s policies with respect to risk assessment and risk management and the Company’s material financial risk exposures and the actions management has taken to limit, monitor or control such exposures. The Audit Committee receives quarterly reports from management on the Company’s enterprise risk management practices and risk mitigation efforts. The Audit Committee also oversees the Company’s legal and regulatory compliance programs and internal audit function. Our full Board regularly reviews the Company’s strategic plans and objectives, including the risks that may affect the achievement of these strategic plans and objectives.
The Board of Directors has determined that Ms. Malanoski and Messrs. Cooper, Coviello, Montag and Safenowitz are “independent” as defined in the listing standards of the NYSE. In making these determinations, the Board of Directors considered all relevant facts and circumstances, including the independence standards set forth in Section 303A.02 of the rules of the NYSE. The Board of Directors affirmatively determined that none of the directors, or any of their respective family members, other than Mr. Liebowitz and Mr. Constant, has had any relationship with Getty (either directly or as a partner, stockholder or officer of an organization that has a relationship with Getty), other
than as a stockholder and director of Getty. Accordingly, the Board of Directors has affirmatively determined that each of the directors, other than Mr. Liebowitz and Mr. Constant, is “independent.”
It has been and will continue to be the practice of the Board of Directors to meet at least quarterly each year and have Mr. Liebowitz, as Chairman, chair such meetings. Additionally, it has been the practice of the independent directors to meet in executive session at least quarterly each year, and to have Mr. Safenowitz, who has served since February 25, 2010 as the Company’s Lead Independent Director since February 25, 2010, chair such sessions.
During the year ended December 31, 2018,2019, the Board of Directors held five (5)four (4) meetings. Each of the directors nominated for election at the Annual Meeting attended all of the 20182019 meetings of the Board of Directors during the period in which he or she was eligible to attend, and all of the 20182019 meetings of Committees of the Board on which such director served in 2018.2019, except that Mr. Coviello did not attend the October 23, 2019 Compensation Committee Meeting due to illness,. Each of the directors nominated for election at the Annual Meeting also attended the annual meeting of stockholders in May 2018, except for Ms. Malanoski, who was not appointed as a director until October 2018.2019.
The Board of Directors has an Audit Committee, a Nominating/Corporate Governance Committee and a Compensation Committee, the membership and functions of which are described below.
Audit Committee
The Audit Committee met four (4) times in 2018.2019. The Audit Committee consisted of Messrs. Coviello (Chairman), Montag and Safenowitz and effective as of her appointment in October 2018, Ms. Malanoski. The Audit Committee selects the independent registered public accounting firm that audits the consolidated financial statements of Getty and its subsidiaries, discusses the scope and the results of the audit with our independent registered public accounting firm, and monitors Getty’s financial accounting and reporting practices. The Audit Committee also examines and discusses the adequacy of Getty’s internal control over financial reporting with the independent registered public accounting firm, our internal auditors, and with management. The Board has designated the Audit Committee to take the lead in overseeing our risk assessment and risk management, along with overseeing compliance with our Business Conduct Guidelines. In addition to regular meetings, at least one Audit Committee member meets telephonically with management and Getty’s independent auditors to review the Company’s quarterly reports and other reports, as appropriate, prior to their full presentation to the Audit Committee and subsequent filing with the SEC. The Audit Committee met with management and Getty’s independent auditors to review the Company’s audited financial statements for the year ended December 31, 20182019 and recommended to the Board of Directors that the financial statements be included in the Company’s Annual Report on Form10-K for such year. See “Role of Board of Directors in Risk Oversight” on page 9 of this Proxy Statement for a discussion of the Audit Committee’s role in risk assessment and risk management oversight. Additionally, the Audit Committee reviews and discusses with management management’s specific disclosures contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form10-K and Quarterly Reports on Form10-Q. Please also see the Audit Committee Report included at page 3334 in this Proxy Statement.
The Board of Directors determined that for the year ended December 31, 2018,2019, each member of the Audit Committee (a) was (1) “independent” and (2) “financially literate” as such terms are defined in the listing standards of the NYSE and (b) met the independence tests set forth in Section 301 of the Sarbanes-Oxley Act of 2002 and regulations promulgated thereunder by the SEC. The Board of Directors also determined that for the year ended December 31, 2018,2019, Ms. Malanoski, Mr. Coviello and Mr. Montag each qualified as an “audit committee financial expert” under the relevant rules of the SEC, and that each of Ms. Malanoski, Mr. Coviello and Mr. Montag have the requisite accounting/financial management expertise required by the listing standards of the NYSE.
The Charter of the Audit Committee provides that members of the Audit Committee may not be members of the audit committee of more than two other public companies unless such other memberships have been disclosed to the Board and the Board has determined that such simultaneous service does not impair the ability of such member to
serve effectively on the Audit Committee. None of the Audit Committee members served on the audit committee of more than two other public companies during 2018.2019.
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee met three (3)two (2) times in 2018.2019. The Nominating/Corporate Governance Committee consisted of Messrs. Safenowitz (Chairman), Cooper and Coviello. The Nominating/Corporate Governance Committee recommends nominees for election to the Board and reviews the role, composition and structure of the Board and its committees. As part of this review, the Committee evaluates (i) whether to have a Lead Independent Director, (ii) the responsibilities of the positions of Chairman of the Board and Lead Independent Director, and (iii) the qualifications for those positions, including whether the position of Chairman of the Board of Directors should be held by the Chief Executive Officer, an independent director, or anon-independent director other than the Chief Executive Officer. The Nominating/Corporate Governance Committee also recommends candidates to the Board for election as officers.
For a discussion of the specific experience, qualifications, attributes or skills of the nominees for election to the Board, see the “Nominees for Election at the Annual Meeting” section on page 4 of this Proxy Statement.
Historically, consistent with its Charter, the Nominating/Corporate Governance Committee considered general principles of diversity in the broadest sense (including diversity of skills and perspectives) when identifying director nominees for the Board, however, the Committee did not have a formal policy with regard to the consideration of diversity specifically based on factors such as race, gender, national origin, religion, or sexual orientation or identity, in identifying director nominees. As noted above, in February 2018, the Board of Directors determined to revise the
The Director Qualification Standards section of the Company’s Corporate Governance Guidelines to reaffirmaffirms the potential benefits of diversity among the Board of Directors by specifically stating that (i) diversity (based on factors commonly associated with diversity such as race, gender, national origin, religion, or sexual orientation or identity, as well as on broader principles such as diversity of perspective and experience) would beis one of the elements to be considered in evaluating anya particular director candidate, and (ii) in carrying out its duties, the Nominating/Corporate Governance Committee shall beis responsible for assessing the appropriate balance of skills and characteristics required of members of the Board of Directors and will actively seek to broaden the diversity composition of the Board of Directors. In addition,As a direct result of the Nominating/Corporate Governance Committee’s commitment to a diverse Board of Directors, the Nominating/Corporate Governance Committee again nominated for election at its regular meeting held in February 2018,the Annual Meeting Ms. Malanoski as a director candidate. The Nominating/Corporate Governance Committee reserves the right to recommend and nominate additional members to the Board of Directors unanimously confirmed its intentionfrom time to expand the Board of Directors by at least one new member after the 2018 annual meeting and prior to the 2019 Annual Meeting, and to seek to appoint a qualified candidate to the newly-created position who can meet the needs of the Board of Directors, including by broadening the diversity composition of the Board of Directors. Throughout the summer and early fall of 2018, the Nominating/Corporate Governance Committee supported the objective of the Board of Directors by conducting a search for qualified candidates consistent with the Company’s Corporate Governance Guidelines for the proposed vacancy. In October 2018, the Nominating/Corporate Governance Committee recommended to the Board that it increase the number of authorized directors constituting the Board from six to seven and nominated Ms. Malanoski for appointment to fill the vacancy created thereby. After due consideration of Ms. Malanoski’s education and experience, the Board of Directors voted to increase the size of the Board from six directors to seven directors and, effective immediately thereafter, appointed Ms. Malanoski to the Board to fill the newly-created directorship.time.
The Company’s Corporate Governance Guidelines do not include mandatory retirement ages or term limits applicable to directors. The Nominating/Corporate Governance Committee annually reviews the performance and qualifications of each current director and considers the results of such evaluation when determining whether or not to recommend the nomination of such director for an additional term. In addition, although the Nominating/Corporate Governance Committee considers length of service when recommending candidates forre-election, the Board does not believe that adopting a set term limit for directors serves the interests of the Company. Such limits may result in the loss of contributions from directors who have been able to develop, over a period of time, increasing insight into the Company, its operations and its strategic direction. The Nominating/Corporate Governance Committee reviews these policies as part of its annual governance review and will consider modifications to these policies as deemed necessary and in the best interests of the Company and its stockholders.
The Board of Directors has determined that each member of the Nominating/Corporate Governance Committee is “independent” as such term is defined in the listing standards of the NYSE. The Nominating/Corporate
Governance Committee Charter includes policies with regard to stockholder recommendations of nominees to the Board of Directors.
Stockholders wishing to recommend candidates for election to the Board must supply information in writing regarding the candidate to Mr. Joshua Dicker, Executive Vice President, General Counsel and Secretary of the Company, at the Company’s executive offices. This information should include the candidate’s name, biographical data and an analysis of the candidate based on the director candidate criteria described below. The recommendation must also include all information relating to the proposed director nominee that would be required to be disclosed in a solicitation of proxies for election of directors in an election contest under applicable securities law. Stockholders wishing to nominate a candidate must comply with the advance notice requirements in our Bylaws. Please refer to our Bylaws for more specific information. Our Bylaws were publicly filed with the Securities and Exchange Commission (“SEC”)SEC on November 14, 2011, as amended February 26, 2019, and publicly filed with the SEC on February 27, 2019. Additional information regarding any proposed nominees may be requested by the Nominating/Corporate Governance Committee.
EachPursuant to the Nominating/Corporate Governance Committee Charter and/or the Company’s Corporate Governance Guidelines, each nominee must possess fundamental qualities of intelligence, honesty, good judgment, and high standards of ethics, integrity, fairness and responsibility. The Nominating/Corporate Governance Committee also will consider the following criteria in addition to other criteria the Committee deems appropriate, including the specific needs of the Board at the time:
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personal and professional integrity, ethics, and values;
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experience in corporate management, such as serving as an officer or former officer of a publicly held 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;
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the director’s past attendance at meetings and participation in and contributions to the activities of the Board (if applicable);
ability to make independent analytical inquiries, general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment;
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experience in our industry and with relevant social policy concerns;
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understanding of our business on a technical level;
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educational and professional background and/or academic experience in an area of our operations;
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experience as a board member of another publicly held company;
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practical and mature business judgment, including ability to make independent analytical inquiries;
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“independence,” as defined by the NYSE listing standards;
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financial literacy;
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standing in the community;
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diversity based on factors commonly associated with diversity such as race, gender, national origin, religion, or sexual orientation or identity, as well as on broader principles such as diversity of perspective and experience; and
ability to complement the Board’s existing strengths.
In reviewing prospective nominees, the Nominating/Corporate Governance Committee also reviews the number of public company boards on which a director nominee serves to determine if the nominee will have the ability to devote adequate time to the work of the Board of Directors and its committees. The Company’s Corporate Governance Guidelines and the Company’s Audit Committee Charter provide that members of the Audit Committee may not be members of the audit committee of more than two other public companies unless such other memberships
have been disclosed to the Board of Directors and the Board of Directors has determined that such simultaneous service does not impair the ability of such member to effectively serve on the Company’s Audit Committee. In addition, the Company’s Corporate Governance Guidelines provide thatnon-management directors may not serve on more than four other boards of public companies (excluding the Company’s Board) and, effective February 26, 2019,25, 2020, the Board of Directors revised the Company’s Corporate Governance Guidelines to provide that management directors may not serve on more than four othertwo boards of public companies.companies (including the Company’s Board).
On the basis of the information gathered in this process, the Nominating/Corporate Governance Committee will determine which nominees to recommend to the Board. Recommendations and related information received prior to any Nominating/Corporate Governance Committee meeting where director nominees are to be considered will be considered at that meeting. The Nominating/Corporate Governance Committee uses the same process for evaluating all nominees, regardless of the source of the recommendation. This process includes, among other things, personal interviews, discussions with professional references, background checks, credit checks and resume verification.
The Nominating/Corporate Governance Committee has not received any recommendation for a director nominee for the Annual Meeting from any stockholder or group of stockholders.
Compensation Committee
The Compensation Committee met two (2) times in 2018.2019. The Compensation Committee consisted of Messrs. Cooper (Chairman), Coviello, Montag and Safenowitz. The Compensation Committee is responsible for developing and, with the approval of the Board, implementing the compensation plans, policies and programs of the Company and producing an annual report on executive compensation for inclusion in the Company’s proxy materials in accordance with applicable rules and regulations. It is the Compensation Committee’s responsibility to ensure that compensation programs are designed to encourage high performance and promote accountability and assure that employee interests are aligned with the interests of the Company’s stockholders. The Board has determined that each member of the Compensation Committee is “independent” as such term is defined in the listing standards of the NYSE.
The Compensation Committee also administers the Supplemental Retirement Plan for Executives of Getty Realty Corp. and Participating Subsidiaries (the “Supplemental Retirement Plan”) and the Getty Realty Corp. Second Amended and Restated 2004 Omnibus Incentive Compensation Plan (the “2004 Plan”) and reviews, and recommends to the Board for its approval, the compensation of the directors and each of the named executive officers of Getty.
The Compensation Committee’s Charter provides that the Committee may delegate any or all of its responsibilities, except that the Committee may not delegate its responsibilities with respect to:
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its annual review and approval of compensation for officers, directors and certain highly compensated employees;
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its recommendation to the Chairman of the Board of any changes innon-management director compensation;
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its management and annual review of, and responsibilities with respect to, all bonuses, incentive compensation, equity-based compensation, and employee pension and welfare benefit plans; or
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any other matters that involve executive compensation.
The compensation of Getty’s named executive officers is recommended by the CEO to the Compensation Committee. The CEO reviews the performance of each executive officer (other than his own) with the Compensation Committee. The Compensation Committee considers the CEO’s recommendations, evaluates the CEO’s individual performance and establishes the compensation for each named executive officer, including the CEO. The CEO does not play any role in the Compensation Committee’s deliberation of matters impacting his own compensation. No executive officer other than the CEO plays a role in determining or recommending the amount or form of executive compensation.
Contacting the Board of Directors
Stockholders and other interested parties who wish to communicate with the Board of Directors may do so by sending written communications to the Board of Directors at the following address: Board of Directors, Getty Realty Corp., Two Jericho Plaza, Wing C, Suite 110, Jericho, New York 11753. Stockholders and other interested parties who wish to direct communications to only the independent(non-management) directors of Getty may do so by sending written communications to the following address: Independent Directors, c/o Getty Realty Corp., Two Jericho Plaza, Wing C, Suite 110, Jericho, New York 11753. Concerns relating to accounting, internal controls or auditing matters are handled in accordance with procedures established by the Audit Committee with respect to such matters.
The Company’s executive officers are as follows:
Mr. Christopher J. Constant, age 41, President and Chief Executive Officer since January 1, 2016. Mr. Constant is also a Director of the Company. Mr. Constant joined the Company in November 2010 as Director of Planning and Corporate Development and was later promoted to Treasurer in May 2012 and Vice President in May 2013. In December 2013, he was promoted to Chief Financial Officer of the Company. Prior to joining Getty, Mr. Constant was a Vice President in the corporate finance department of Morgan Joseph & Co. Inc. and began his career in the corporate finance department at ING Barings. Mr. Constant earned an A.B. from Princeton University.
Mr. Mark J. Olear, age 55, Executive Vice President and Chief Investment Officer of Getty since May 2014 and Chief Operating Officer of Getty since May 2015. Prior to joining Getty, Mr. Olear held various positions in real estate with TD Bank, Home Depot, Toys “R” Us and A&P. Mr. Olear is also a member of the Board of Trustees for Springpoint Senior Living. Mr. Olear earned a B.A. from Upsala College.
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Mr. Joshua Dicker, age |
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Mr. Danion Fielding, age 48, Vice President, Chief Financial Officer and Treasurer. Mr. Fielding joined the Company in February 2016. Prior to joining the Company, Mr. Fielding held various positions in commercial real estate and finance with Wilbraham Capital, Inc., The Moinian Group, Nationwide Health Properties, Inc., and J.P. Morgan Securities Inc. Mr. Fielding earned an MBA from The University of North Carolina, Kenan-Flagler Business School, a M.Sc. from University College London and a M.Eng. from the University of Manchester.
There are no family relationships between any of the Company’s directors or executive officers.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT OF SHARES
The following table sets forth the beneficial ownership of Getty common stock as of March 6, 20193, 2020 of (i) each person who is a beneficial owner of more than 5% of the outstanding shares of Getty common stock, (ii) each director, (iii) the Named Executive Officers (as defined below), and (iv) all directors and executive officers as a group. The number of shares column includes shares as to which voting power and/or investment power may be acquired within 60 days of March 6, 20193, 2020 (inclusive of vested Restricted Stock Units (“RSUs”) – see footnote 2 below).below.
| Name and Address of Beneficial Owner(1) | Shares of Common Stock Beneficially Owned | Approximate | ||||||
BlackRock, Inc. 55 East 52ndStreet New York, NY 10055 | 5,835,318 | (3) | 14.40 | |||||
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 | 5,188,510 | (4) | 12.80 | |||||
Renaissance Technologies LLC Renaissance Technologies Holdings Corporation 800 Third Avenue New York, NY 10022 | 2,541,886 | (5) | 6.27 | |||||
Leo Liebowitz,Chairman of the Board | 3,182,677 | (6) | 7.78 | |||||
Howard B. Safenowitz,Director Includes shares attributable to: Safenowitz Family Corp. - 2,455,747(7)shares (6.01%) | 3,026,853 | (8) | 7.40 | |||||
Milton Cooper,Director c/o Kimco Realty Corporation 3333 New Hyde Park Road New York, NY 11042 | 1,357,680 | (9) | 3.32 | |||||
Philip E. Coviello,Director | 95,335 | (10) | * | |||||
Mary Lou Malanoski,Director | 0 | (11) | * | |||||
Richard E. Montag,Director | 98,708 | (12) | * | |||||
Christopher J. Constant,Director, CEO and President | 41,449 | (13) | * | |||||
Mark J. Olear,Executive Vice President and Chief OperatingOfficer | 23,070 | (14) | * | |||||
Joshua Dicker,Executive Vice President, General Counseland Secretary | 52,661 | (15) | * | |||||
Danion Fielding,Vice President, Chief Financial Officer andTreasurer | 7,052 | (16) | * | |||||
Directors and executive officers as a group (10 persons) | 7,885,485 | 19.30 | ||||||
* Total shares beneficially owned constitute less than one percent of the outstanding shares. |
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| Name and Address of Beneficial Owner(1) | Shares of Common Stock Beneficially Owned | Approximate Percent of Class (2) | ||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 5,996,148 | (3) | 14.60 | |||||
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 | 5,290,699 | (4) | 12.84 | |||||
Renaissance Technologies LLC Renaissance Technologies Holdings Corporation 800 Third Avenue New York, NY 10022 | 2,501,412 | (5) | 6.07 | |||||
Leo Liebowitz, Chairman of the Board | 3,147,693 | (6) | 7.60 | |||||
Howard B. Safenowitz, Director Includes shares attributable to: Safenowitz Family Corp.- 2,455,747 (7) shares (6.01%) | 3,026,193 | (8) | 7.31 | |||||
Milton Cooper, Director c/o Kimco Realty Corporation 3333 New Hyde Park Road New York, NY 11042 | 1,408,196 | (9) | 3.40 | |||||
Philip E. Coviello, Director | 100,935 | (10) | * | |||||
Mary Lou Malanoski,Director | 2,600 | (11) | * | |||||
Richard E. Montag, Director | 104,308 | (12) | * | |||||
Christopher J. Constant, Director, CEO and President | 56,999 | (13) | * | |||||
Mark J. Olear,Executive Vice President and Chief Operating Officer | 35,690 | (14) | * | |||||
Joshua Dicker,Executive Vice President, General Counsel and Secretary | 60,781 | (15) | * | |||||
Danion Fielding,Vice President, Chief Financial Officer and Treasurer | 13,075 | (16) | * | |||||
Directors and executive officers as a group (10 persons) | 7,956,470 | 19.22 | ||||||
* Total shares beneficially owned constitute less than one percent of the outstanding shares. |
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| (1) | Unless otherwise indicated, the address of each of the named individuals is c/o Getty Realty Corp., Two Jericho Plaza, Wing C, Suite 110, Jericho, NY 11753. |
| (2) | The percentage is determined for each stockholder listed by dividing (A) the number of shares shown for such stockholder, by (B) the aggregate number of shares outstanding as of March |
| (3) | The information is derived from a Schedule 13G filed by BlackRock, Inc. on |
| (4) | The information is derived from a Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard”) on February |
| (5) | The information is derived from a Schedule 13G filed jointly by Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation (together, “Renaissance”) on February |
| (6) | Includes 463,632 shares held by Mr. Liebowitz’s wife as to which he disclaims beneficial ownership, 56,434 shares held by a charitable foundation of which Mr. Liebowitz is aco-trustee, |
| (7) | Includes 1,848,092 shares held by Safenowitz Partners, LP, 517,857 shares held by Safenowitz Family Partnership, LP, and 89,798 shares held by Safenowitz Investment Partners. Safenowitz Family Corp. is the general partner of each of Safenowitz Partners, LP, Safenowitz Family Partnership, LP and Safenowitz Investment Partners. Mr. Safenowitz is the president of Safenowitz Family Corp. |
| (8) | Includes 2,455,747 shares attributable to Safenowitz Family Corp. (see footnote 7 above). Also includes 40,249 shares which are held as custodian for his three adult children, as to which Mr. Safenowitz disclaims beneficial ownership, 11,586 shares held by Mr. Safenowitz’s wife, as to which Mr. Safenowitz disclaims beneficial ownership, and 324,537 shares beneficially owned by The Marilyn Safenowitz Irrevocable Trust u/a/d 4/13/00, of which Mr. Safenowitz is the trustee (which Trust shares include 308,097 shares held by CLS General Partnership Corp., of which the Trust is a stockholder). Also includes |
| (9) | Includes 77,354 shares held by Mr. Cooper’s wife as to which he disclaims beneficial ownership, 31,360 shares held by a charitable foundation of which Mr. Cooper is the president, 134,052 of the shares held by CLS General Partnership Corp., of which Mr. Cooper is a stockholder and |
| (10) | Includes 25,983 shares held by a charitable remainder trust of which Mr. Coviello is the trustee, |
| (11) |
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| (12) | Includes 20,446 shares held by Mr. Montag’s wife as to which he disclaims beneficial ownership and |
| (13) | Includes |
| (14) | Includes |
| (15) | Includes |
| (16) | Includes |
Compensation Discussion and Analysis
The Compensation Committee is responsible for setting and administering the compensation policies and practices for the executive officers of the Company. The Company’s executive compensation program consists primarily of the following elements: base salary, cash incentive compensation, equity compensation and retirement plans. We do not utilize compensation policies or practices that create risks which are reasonably likely to have a material adverse effect on the Company.
This “Compensation Discussion and Analysis” section describes generally the compensation policies and practices that the Company applies to our Chief Executive Officer (“CEO”), Christopher J. Constant, Chief Operating Officer and Chief Investment Officer, Mark J. Olear, General Counsel, Joshua Dicker, and Chief Financial Officer (“CFO”), Danion Fielding (each of the foregoing, a “Named Executive Officer” or “NEO”). For additional details about our NEOs for 2018,2019, see “Executive Officers” at page 1913 of this Proxy Statement and “Summary Compensation Table” at page 24 of this Proxy Statement.
20182019 Company Performance Highlights
The following presents a summary of certain financial and operational highlights achieved by the Company in 20182019 which, among other factors, were considered by the Compensation Committee in reaching its determinations regarding the performance and compensation of our Named Executive Officers. (See our filings with the SEC, including our Annual Report on Form10-K for the year ended December 31, 2018,2019, for additional details regarding each of these highlights.)
Strong Financial Performance. |
