GETTY REALTY 2024 Proxy Statement and “Experience and Qualifications Represented on the Board” section on page 16 of this Proxy Statement.) | | | TABLE OF CONTENTS
Other Governance Practices. Additionally, as discussed in greater detail in the section of this Proxy Statement captioned “Corporate Governance and Related Matters,” we hold annual elections for our entire Board of Directors, do not have a classified board of directors, and have restrictions on over-boarding. We maintain anti-hedging & anti-pledging policies and have not adopted a poison pill.
Stockholder Ability to Amend Bylaws. In February 2022, following the recommendation of our Nominating/Corporate Governance Committee, our Board of Directors amended Article XIV of the Bylaws, effective upon adoption, to provide that in addition to the power of our Board of Directors to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws, the Company’s stockholders have the power to alter, repeal, amend or rescind the Bylaws or to make new Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the matter pursuant to a binding proposal timely submitted by a stockholder (or stockholder group) that satisfies the ownership and other eligibility requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended, for the periods and as of the dates specified in Rule 14a-8. In connection with the amendment to the Bylaws, our Board of Directors authorized an analogous amendment to our Charter, which has been submitted for approval by our stockholders pursuant to this Proxy Statement. (See “Proposal No. 4—Approval of the Charter Amendment Proposal (Item No. 4 on the Proxy Card))” for additional information.
Opting out of the Maryland Unsolicited Takeover Act. In connection with the amendment to the Bylaws and based on the recommendation of our Nominating/Corporate Governance Committee, on February 23, 2022, our Board of Directors adopted a resolution prohibiting the Company from electing to be subject to the provisions of Title 3, Subtitle 8 of the MGCL contained in Section 3-803 of the MGCL (relating to classification of the board), unless such election is first approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors and filed Articles Supplementary memorializing the resolution with the SDAT. (For additional information regarding the recent corporate governance actions that our Nominating/Corporate Governance Committee and our Board of Directors have taken, please refer to “Corporate Governance and Related Matters—Committees—Nominating/Corporate Governance Committee—Governance Oversight—Stockholder Ability to Amend the Company’s Bylaws; Opt Out of the Maryland Unsolicited Takeover Act.”)
We believe that sound corporate governance strengthens the accountability of our Board of Directors and management and promotes the long-term interest of stockholders. For a more detailed description of our governance policies and procedures, please see the discussions above in this “Corporate Governance and Related Matters” section at page 17 of this Proxy Statement.TABLE OF CONTENTS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT OF SHARES
The following table sets forth the beneficial ownership of Getty common stock as of March 3, 2022 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 3, 2022 (inclusive of vested Restricted Stock Units (“RSUs”) – see footnote 2 below).
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
| | | 7,173,877(3) | | | 15.80 | The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355
| | | 6,188,844(4) | | | 13.65 | Howard B. Safenowitz, Director
Includes shares attributable to:
Safenowitz Family Corp. - 2,455,747(5) shares (5.26%)
| | | 2,983,744(6) | | | 6.38 | Milton Cooper, Director
c/o Kimco Realty Corporation
500 North Broadway, Ste. 201
Jericho, NY 11753
| | | 1,389,236(7) | | | 2.97 | Philip E. Coviello, Director | | | 119,835(8) | | | * | Evelyn León Infurna, Director | | | 0(9) | | | * | Mary Lou Malanoski, Director | | | 10,800(10) | | | * | Richard E. Montag, Director | | | 116,708(11) | | | * | Christopher J. Constant, Director, Chief Executive Officer and President | | | 94,646(12) | | | * | Mark J. Olear, Executive Vice President and Chief Operating Officer | | | 65,650(13) | | | * | Joshua Dicker, Executive Vice President, General Counsel and Secretary | | | 81,731(14) | | | * | Brian R. Dickman, Executive Vice President, Chief Financial Officer and Treasurer | | | 6,040(15) | | | * | Directors and executive officers as a group (11 persons)(16) | | | 4,889,190 | | | 10.47 |
*
| Total shares beneficially owned constitute less than one percent of the outstanding shares. |
(1)
| Unless otherwise indicated, the address of each of the named individuals is c/o Getty Realty Corp., 292 Madison Avenue, 9th Floor, New York, NY 10017-6376.35
|
(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, 2022 plus shares subject to RSUs granted under our 2004 Plan that are vested as of March 3, 2022. No additional RSUs will vest for any individual stockholder named above within 60 days of March 3, 2022. Pursuant to the terms of the RSU award agreements in effect from and after 2009, settlement of vested RSUs is deferred until the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018) or termination of service. Settlement of RSUs granted prior to 2009 is deferred until termination of service pursuant to the terms of the award agreements in effect prior to 2009. |
(3)
| The information is derived from a Schedule 13G filed by BlackRock, Inc. on January 27, 2022. BlackRock, Inc. has sole power to vote or to direct the vote of 6,891,575 shares and sole power to dispose or to direct the disposition of 7,173,877 shares. |
(4)
| The information is derived from a Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard”) on February 10, 2022. Vanguard has shared power to vote or direct to vote 71,835 shares; sole power to dispose of or to direct the disposition of 6,084,552 shares; shared power to dispose or to direct the disposition of 104,292 shares. |
(5)
| 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. |
(6)
| Includes 2,455,747 shares attributable to Safenowitz Family Corp. (see footnote 5 above). Also includes 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 39,700 vested RSUs. |
TABLE OF CONTENTS (7)
| Includes 77,354 shares held by Mr. Cooper’s wife as to which he disclaims beneficial ownership, 134,052 of the shares held by CLS General Partnership Corp., of which Mr. Cooper is a stockholder and 1,096,053 shares beneficially owned by the Milton Cooper 2013 Revocable Trust u/a/d of which Mr. Cooper is the sole trustee. Also includes 39,700 vested RSUs.Corporate Governance and Related Matters (continued)
Other Governance Practices. Additionally, as discussed in greater detail in the section of this Proxy Statement captioned “Corporate Governance and Related Matters,” we hold annual elections for our entire Board of Directors, do not have a classified board of directors, and have restrictions on over-boarding. Additionally, we have not adopted a poison pill. Stockholder Ability to Amend Bylaws. In addition to the power of our Board of Directors to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws, under both our Charter and Bylaws, the Company’s stockholders have the power to alter, repeal, amend or rescind the Bylaws or to make new Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the matter pursuant to a binding proposal timely submitted by a stockholder (or stockholder group) that satisfies the ownership and other eligibility requirements of Rule 14a-8 of the Exchange Act, for the periods and as of the dates specified in Rule 14a-8. (For additional information regarding the evaluation of our director candidates and their specific experience and qualifications, see “Nominating/Corporate Governance Committee” discussion on page 27 of this Proxy Statement.) Opting out of the Maryland Unsolicited Takeover Act. Our Board of Directors adopted a resolution prohibiting the Company from electing to be subject to the provisions of Title 3, Subtitle 8 of the MGCL contained in Section 3-803 of the MGCL (relating to classification of the board), unless such election is first approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors and filed Articles Supplementary memorializing the resolution with the SDAT. (For additional information regarding the evaluation of our director candidates and their specific experience and qualifications, see “Nominating/ Corporate Governance Committee” discussion on page 27 of this Proxy Statement.) We believe that sound corporate governance strengthens the accountability of our Board of Directors and management and promotes the long-term interest of stockholders. For a more detailed description of our governance policies and procedures, please see the discussions above in this “Corporate Governance and Related Matters” section at page 23 of this Proxy Statement. 36
| | | GETTY REALTY 2024 Proxy Statement |
(8)
| Includes 25,983 shares held by a charitable remainder trust of which Mr. Coviello is the trustee, 39,700 vested RSUs, and 942 shares in a testamentary trust formed under Mr. Coviello’s father’s will for the benefit of Mr. Coviello and his children, of which he is a co-trustee. |
(9)
| Ms. Infurna was appointed to the Board of Director’s on July 19, 2021. |
(10)
| Includes 10,800 vested RSUs. |
(11)
| Includes 20,446 shares held by Mr. Montag’s wife as to which he disclaims beneficial ownership and 37,200 vested RSUs. |
(12)
| Includes 93,750 vested RSUs. |
(13)
| Includes 65,510 vested RSUs. |
(14)
| Includes 81,510 vested RSUs. |
(15)
| Includes 6,000 vested RSUs. |
(16)
| Includes Eugene Shnayderman, who was and is an executive officer and reporting person for purposes of Section 16(a) of the Exchange Act as of March 3, 2022.TABLE OF CONTENTS 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, 2024 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, 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, 2024 (inclusive of vested Restricted Stock Units (“RSUs”) - see footnote 2 below). | BlackRock, Inc.
50 Hudson Yards
New York, NY 10001 | | | 8,975,954(3) | | | 17.00 | | | The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355 | | | 7,516,139(4) | | | 14.26 | | | State Street Corporation
State Street Financial Center
1 Congress Street, Suite 1
Boston, MA 02114-2016 | | | 3,788,451(5) | | | 7.19 | | | Kayne Anderson Rudnick Investment Management LLC
2000 Avenue of the Stars; Suite 1110
Los Angeles, CA 90067 | | | 3,213,516(6) | | | 6.10 | | | Howard B. Safenowitz, Director
Includes shares attributable to:
Safenowitz Family Corp. - 2,455,747(7)shares (4.55%) | | | 2,981,944(8) | | | 5.52 | | | Milton Cooper, Director | | | 1,403,036(9) | | | 2.60 | | | Philip E. Coviello, Director | | | 124,635(10) | | | * | | | Evelyn León Infurna, Director | | | 5,600(11) | | | * | | | Mary Lou Malanoski, Director | | | 24,000(12) | | | * | | | Christopher J. Constant, Director, Chief Executive Officer and President | | | 142,044(13) | | | * | | | Mark J. Olear, Executive Vice President, Chief Investment Officer and Chief Operating Officer | | | 106,750(14) | | | * | | | Joshua Dicker, Executive Vice President, General Counsel and Secretary | | | 104,361(15) | | | * | | | Brian R. Dickman, Executive Vice President, Chief Financial Officer and Treasurer | | | 33,880(16) | | | * | | | Directors and executive officers as a group (10 persons)(17) | | | 4,965,460 | | | 9.20 | |
*
| Total shares beneficially owned constitute less than one percent of the outstanding shares. |
(1)
| Unless otherwise indicated, the address of each of the named individuals is c/o Getty Realty Corp., 292 Madison Avenue, 9th Floor, New York, NY 10017-6376. |
(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 6, 2024, plus shares subject to RSUs granted under our 2004 Plan that are vested as of March 6, 2024. No additional RSUs will vest for any individual stockholder named above within 60 days of March 6, 2024. Pursuant to the terms of the RSU award agreements in effect from and after 2009, settlement of vested RSUs is deferred until the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018) or termination of service. Settlement of RSUs granted prior to 2009 is deferred until termination of service pursuant to the terms of the award agreements in effect prior to 2009. |
(3)
| The information is derived from a Schedule 13G filed by BlackRock, Inc. on January 22, 2024. BlackRock, Inc. has sole power to vote or to direct the vote of 8,796,373 shares and sole power to dispose or to direct the disposition of 8,975,954 shares. |
(4)
| The information is derived from a Schedule 13G filed by The Vanguard Group (“Vanguard”) on February 13, 2024. Vanguard has shared power to vote or direct to vote 71,176 shares; sole power to dispose of or to direct the disposition of 7,397,635 shares; shared power to dispose or to direct the disposition of 118,504 shares. |
(5)
| The information is derived from a Schedule 13G filed by State Street Corporation on January 30, 2024. State Street Corporation has shared power to vote or to direct the vote of 3,205,244 shares and shared power to dispose or to direct the disposition of 3,784,151 shares. |
(6)
| The information is derived from a Schedule 13G filed by Kayne Anderson Rudnick Investment Management LLC on February 13, 2024. Kayne Anderson Rudnick Investment Management LLC has sole power to vote or to direct the vote of 1,794,529 shares; shared power to vote or to direct the vote of 874,625 shares; sole power to dispose or to direct the disposition of 2,338,891 shares and shared power to dispose or to direct the disposition of 874,625 shares. |
(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. |
29 GETTY REALTY 2024 Proxy Statement
| | | 37
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TABLE OF CONTENTS Security Ownership of Certain Beneficial Owners And Management of Shares (continued)
(8)
|
TABLE OF CONTENTS
Compensation DiscussionIncludes 2,455,747 shares attributable to Safenowitz Family Corp. (see footnote 7 above). Also includes 11,586 shares held by Mr. Safenowitz’s wife, as to which Mr. Safenowitz disclaims beneficial ownership, and Analysis324,537 shares beneficially owned by The Compensation CommitteeMarilyn Safenowitz Irrevocable Trust u/a/d 4/13/00, of which Mr. Safenowitz is responsible for settingthe trustee (which Trust shares include 308,097 of the shares held by CLS General Partnership Corp., of which the Trust is a stockholder). Also includes 44,500 vested RSUs. |
(9)
| Includes 77,354 shares held by Mr. Cooper’s wife as to which he disclaims beneficial ownership, 134,052 of the shares held by CLS General Partnership Corp., of which Mr. Cooper is a stockholder, and administering1,096,053 shares beneficially owned by the compensation policiesMilton Cooper 2013 Revocable Trust u/a/d, of which Mr. Cooper is the sole trustee. Also includes 44,500 vested RSUs. |
(10)
| Includes 25,983 shares held by a charitable remainder trust of which Mr. Coviello is the trustee, 44,500 vested RSUs, and practices942 shares in a testamentary trust formed under Mr. Coviello’s father’s will for the benefit of Mr. Coviello and his children, of which he is a co-trustee. |
(11)
| Includes 5,600 vested RSUs. |
(12)
| Includes 24,000 vested RSUs. |
(13)
| Includes 141,000 vested RSUs. |
(14)
| Includes 106,570 vested RSUs. |
(15)
| Includes 104,070 vested RSUs. |
(16)
| Includes 33,800 vested RSUs. |
(17)
| Includes our Chief Accounting Officer who is an executive officersofficer and reporting person for purposes of Section 16(a) of the Company. The Company’s executive compensation program consists primarilyExchange Act as 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.March 6, 2024. |
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, our General Counsel, Joshua Dicker, and our Chief Financial Officer (“CFO”), Brian R. Dickman (each of the foregoing, a “Named Executive Officer” or “NEO”). For additional details about our NEOs for 2021, see “Executive Officers” at page 24 of this38
| | | GETTY REALTY 2024 Proxy Statement and “Summary Compensation Table” at page 37 of this Proxy Statement. 2021 Company Performance HighlightsThe following presents a summary of certain financial and operational highlights achieved by the Company in 2021
|
TABLE OF CONTENTS Executive Compensation
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, our Chief Financial Officer (“CFO”), Brian R. Dickman, and our General Counsel, Joshua Dicker (each of the foregoing, a “Named Executive Officer” or “NEO”). For additional details about our NEOs for 2023, see “Executive Officers” at page 30 of this Proxy Statement and “Summary Compensation Table” at page 46 of this Proxy Statement. 2023 Company Performance Highlights The following presents a summary of certain financial and operational highlights achieved by the Company in 2023 which, among other factors, were considered by the Compensation Committee in reaching its determinations regarding the performance and compensation of our NEOs. (See our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023, for additional details regarding each of these highlights.) ■ | Financial Performance. 2023 was a highly productive year for the Company, as we successfully executed on our growth and diversification strategies. The Company delivered on our key financial objectives and maintained our positive earnings trajectory, as measured by adjusted funds from operations (“AFFO”), which we believe provides the most useful measure of our core operating performance. For the year ended December 31, 2021, for additional details regarding each2023, the Company reported net earnings of these highlights.$60.2 million, or $1.15 per diluted share, as compared to net earnings of $90.0 million, or $1.88 per diluted share, in the prior year1; funds from operations (“FFO”) • | Strong Financial Performance. 2021 was a highly productive year for the Company, as our performance and market position yielded strong returns and the Company delivered on its key financial objectives. For the year ended December 31, 2021, the Company reported net earnings of $62.9 million, or $1.37 per diluted share, as compared to net earnings of $69.4 million, or $1.62 per diluted share, in the prior year1; funds from operations (“FFO”) of $86.1 million, or $1.88 per diluted share, as compared to FFO of $99.3 million, or $2.32 per diluted share, in the prior year1; adjusted funds from operations (“AFFO”) (updated to exclude stock-based compensation and amortization of debt issuance costs) of $95.0 million, or $2.08 per diluted share, as compared to AFFO (updated to exclude stock-based compensation and amortization of debt issuance costs) of $83.3 million, or $1.94 per diluted share, in the prior year.2 The Company also increased its annual dividend rate by 5.1% to an annualized rate of $1.64 per share, making 2021 the seventh consecutive year that the Company’s Board of Directors significantly increased the Company’s recurring cash dividend rate. For the year ended December 31, 2021, the Company declared $73.0 million of dividends, or $1.58 per share, as compared to $64.8 million of dividends, or $1.50 per share, in the prior year, representing an increase of approximately 5.3% of $106.1 million, or $2.06 per diluted share, as compared to FFO of $117.1 million, or $2.44 per diluted share, in the prior year1; and AFFO of $115.8 million, or $2.25 per diluted share, as compared to AFFO of $102.5 million, or $2.14 per diluted share, in the prior year.2 The Company also increased its dividend by 4.7% to an annualized rate of $1.80 per share, making 2023 the ninth consecutive year that the Company’s Board of Directors significantly increased the Company’s recurring cash dividend. For the year ended December 31, 2023, the Company declared $91.3 million of dividends, or $1.74 per share, as compared to $79.4 million of dividends, or $1.66 per share, in the prior year, representing an increase of approximately 4.8% on a per share basis.
|
■ | Expanded Real Estate Portfolio. Investment Activity. During the year ended December 31, 2021,2023, the Company invested approximately $200a record of more than $325 million, across 100including $211.7 million (net of previously funded amounts) for the acquisition of 54 operating properties, $44.8 million for the acquisition of 14 under construction express tunnel car washes, and $70.7 million of incremental development funding advances for the construction of new-to-industry assets. The Company invested in more than 80 assets, including the acquisition of fee simple interests in 97 properties for an aggregate purchase price of $194.3 million52 express tunnel car washes, 15 auto service centers, 12 convenience stores, and $5.7 million of outstanding loans, including accrued interest, for 3 new-to-industry developments at an accretive initial weighted average yield of approximately 6.7%. As a result of these transactions, the Companythree drive-thru quick service restaurants, which added a number of high-qualityten new tenants and propertiestwo new states to our portfolio while expanding our relationships with several existing tenants and diversified its tenant base.our presence in high-growth metropolitan areas.
|
■ | Broadened Redevelopment Program. Program. In 2021,2023, the Company continued to advance and enlarge itsexecute on our redevelopment program, which seeks to unlock embedded value within itsour existing net lease portfolio by
TABLE OF CONTENTS
taking certain of ourundervalued gasoline and repair station properties and redeveloping them into either a new convenience and gasoline use or an alternative single-tenant net-lease retail use with higher returns.use. In 2021,2023, rent commenced on fivethree redevelopment projects. The Company investedprojects, including one new-to-industry convenience store and two new auto parts stores, and rent increased on two existing leases as a totalresult of $0.3 million (netcapital investments for the expansion of write-offs) of construction in progress costs related to our redevelopment activitiesconvenience stores. |
42
| | | GETTY REALTY 2024 Proxy Statement |
TABLE OF CONTENTS Executive Compensation (continued)
The primary elements of compensation for our NEOs are the following: ■ | Incentive compensation (discretionary annual cash incentive awards and equity incentive awards like RSUs with dividend equivalents); |
■ | Retirement and other plans; and |
■ | Perquisites and other benefits. The Compensation Committee examines whether each NEO’s base salary is competitive and appropriate in view of such person’s role, level of responsibility, experience and value to the Company, and relative to achieving the overall goals of the compensation program for all NEOs. The Compensation Committee reviews base salaries annually and in the interim if an executive officer’s position or responsibilities change or if the Compensation Committee believes it is otherwise necessary or appropriate to do so. Salaries are not automatically increased on an annual basis if the Compensation Committee believes that a raise is not warranted by either individual or Company performance, or that other forms of compensation are more appropriate to advance compensation program objectives.
Increases made to 2021
|
The Compensation Committee examines whether each NEO’s base salary is competitive and appropriate in view of such person’s role, level of responsibility, experience and value to the Company, and relative to achieving the overall goals of the compensation program for all NEOs. The Compensation Committee reviews base salaries annually and in the interim if an executive officer’s position or responsibilities change or if the Compensation Committee believes it is otherwise necessary or appropriate to do so. Salaries are not automatically increased on an annual basis if the Compensation Committee believes that a raise is not warranted by either individual or Company performance, or that other forms of compensation are more appropriate to advance compensation program objectives. Increases made to 2023 base salary are reflected in the Summary Compensation Table below. With respect to 2024 base salary, as part of the Compensation Committee’s process and in order to achieve the overall goals of Getty’s executive compensation program, the Compensation Committee determined to increase base salaries in 2024 for each NEO from those in effect in 2023 by 5%. Annual Performance-Based Cash Bonus The Compensation Committee believes that discretionary cash bonuses are useful on a case-by-case basis to motivate and reward executives for their contribution to annual operating results and Company achievements that help create value for our stockholders. Cash bonuses for NEOs are not guaranteed but have been awarded at the discretion of the Compensation Committee. In deciding whether to award discretionary cash bonuses, the Compensation Committee makes its determinations as described above, based upon (i) recommendations from the Company’s CEO, (ii) its review with the CEO of the performance of each NEO (other than the CEO himself), (iii) its evaluation of the CEO’s individual performance, (iv) its informed judgment, in view of the Company’s financial and operational performance, of each NEO’s responsibilities and efforts, such NEO’s contribution to the overall performance and success of the Company, and the complexity or difficulty of the objectives that have been achieved by such NEO, (v) the relative significance of a cash bonus award toward meeting the overall goals of Getty’s compensation program, and (vi) other relevant considerations. These factors are considered subjectively and no one factor is accorded any specific weight. In February 2024, the Compensation Committee approved discretionary cash bonuses. Specifically, Mr. Constant was paid a cash bonus of $516,500, Mr. Dickman was paid a cash bonus of $340,800, and Messrs. Olear and Dicker were each paid a cash bonus of $328,600. Long-Term Equity Incentive Awards The Company maintains the stockholder-approved 2004 Plan for officers and other valued employees of the Company and its subsidiaries, and members of the Board of Directors. The 2004 Plan allows for the grant of various types of stock-based awards to eligible individuals, other than stock options. The 2004 Plan is administered by the Compensation Committee, which has the power to determine eligibility, the types and sizes of awards, the price and timing of awards, terms of vesting, the acceleration or waiver of any vesting restriction and the timing and manner of settling vested awards. Generally, to better align the interests of the Company’s NEOs with the interests of the Company’s stockholders and to promote performance that will have a positive long-term impact on total stockholder return, the Compensation Committee annually grants equity-based awards under the 2004 Plan to the Company’s NEOs, consisting of time-based RSUs (including dividend equivalents paid with respect to such RSUs). These RSU awards vest ratably over a five-year period commencing on the first anniversary of the grant date subject to continued employment through each vesting date and, with respect to all RSU awards granted from and after 2009, are settled in the discretion of the Compensation Committee in cash or in shares of GETTY REALTY 2024 Proxy Statement | | | 43
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TABLE OF CONTENTS Executive Compensation (continued)
the Company’s common stock upon the earlier of ten years after the grant date (or the first vesting date for RSU awards granted in 2016 - 2018) or termination of employment. Settlement of RSUs granted prior to 2009 is deferred until termination of service, pursuant to the terms of the award agreements in effect prior to 2009. All award agreements also provide for vesting of unvested RSUs in the discretion of the Compensation Committee and subject to its approval in the event of the “Retirement” (as defined in the award agreement) of the executive officer or other holder. On a total company basis, when appropriate, the Compensation Committee also analyzes (i) the number of shares used by Getty during the year with respect to new equity awards (i.e., burn rates), (ii) the number of shares subject to outstanding equity awards relative to the total number of shares issued and outstanding (i.e., issued equity overhang), and (iii) the number of shares subject to outstanding equity awards and available for future grants relative to the total number of shares issued and outstanding (i.e., total equity overhang). The Compensation Committee believes that analyzing these additional factors allows it to assess whether granting new awards to the NEOs is prudent based on the pool of shares Getty has available for grants to all of Getty’s employees and to take into consideration the impact on the dilution of stockholder interests and overhang. The Compensation Committee’s determination in February 2024 to grant RSUs under the annual equity grant program to Messrs. Constant, Olear, Dickman and Dicker was in keeping with its annual practice of using RSUs as an important part of the total executive compensation program. The Compensation Committee determines each year the appropriate size of RSU grants to award to the NEOs in furtherance of Getty’s executive compensation philosophy and objectives by reviewing and considering numerous factors, including the following: ■ | each NEO’s experience, skills, knowledge, responsibilities, and position with Getty; |
■ | the number and value of each NEO’s then current unvested equity awards in relation to promoting performance and retention objectives; |
■ | each NEO’s total compensation for the year; |
■ | each NEO’s personal performance in the year; |
■ | each NEO’s contribution to strategic objectives and business goals; and |
■ | each NEO’s contributions to the development of long-term value creation. |
The Compensation Committee also believes the annual equity award program encourages executive retention because of the length of the vesting and settlement terms. In February 2024, the Compensation Committee approved RSU grants to the NEOs in accordance with its annual equity grant program based on each NEO’s role and responsibilities and such NEO’s individual performance during 2023, and in furtherance of the overall goals of Getty’s executive compensation program as well as other factors as described above. Such 2024 grants were made in the following amounts: 52,000 RSUs to Mr. Constant and 30,000 RSUs to each of Messrs. Olear, Dickman and Dicker. RSU grants made to NEOs during 2023 are reflected in the “2023 Grants of Plan- Based Awards” table below. All such RSU grants include related dividend equivalents. Getty sponsors a retirement and profit sharing plan with 401(k) deferred savings plan provisions (the “Retirement Plan”) for employees, including our NEOs, meeting certain service requirements. An annual discretionary profit-sharing contribution to the Retirement Plan is determined by the Compensation Committee. The contribution is calculated as a percentage of the sum of (i) the employee’s compensation (as defined in the Retirement Plan) up to the maximum allowed under Internal Revenue Service regulations, and (ii) the excess of that amount over the social security taxable wage base. For 2023, the Compensation Committee elected to contribute 1% of that sum for each eligible employee. This percentage is consistent with prior years. Under the terms of the Retirement Plan, the Company matches 50% of each participating employee’s elective 44
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TABLE OF CONTENTS Executive Compensation (continued)
contribution to the Retirement Plan, but in no event more than 3% of the employee’s compensation. The Company’s Retirement Plan contributions to the account of any employee, plus earnings thereon, vest in accordance with a six-year vesting schedule from date of hire, and are paid upon retirement, death, disability, or termination of employment, as described more fully in the Retirement Plan. Getty also maintains a Supplemental Retirement Plan for NEOs and other senior management employees, as further described below under the table titled “Nonqualified Deferred Compensation.” Anti-Hedging and Anti-Pledging Policy In February 2019, the Company implemented an Anti-Hedging and Anti-Pledging Policy (the “Policy”) that prohibits employees (including our executive officers) and directors from (i) engaging in any short sales (including short sales “against the box”), transactions in puts, calls or other derivative securities involving the Company’s securities, on an exchange or in any other organized market, or hedging transactions and (ii) holding Company securities in a margin account or pledging Company securities as collateral for a loan. All employees and directors are in full compliance with the Policy. Stock Ownership Guidelines The Board has not at this time adopted stock ownership guidelines with respect to the Company's executives. However, the Board views RSU awards as creating an equity stake in the Company that is equivalent to stock ownership by linking RSUs to long-term stock performance and enabling settlement in Company shares supported by a five-year vesting schedule and 10-year settlement schedule for these equity awards. The longer settlement period reflects an alignment between each NEO’s personal interests with the long-term interests of the Company’s stockholders. The Board believes this approach ensures executives share in the financial outcomes of stockholders, fostering alignment through the accumulation and potential long-term holding of Company equity. In November 2023, the Board of Directors adopted a “clawback” policy. This policy was adopted to comply with Section 10D of the Exchange Act and the NYSE listing standards adopted in 2023 as mandated by the Dodd-Frank Act. Under the policy, which applies to the Company’s current Section 16 officers, the Company must recover erroneously awarded incentive-based compensation. Recovery is triggered by accounting restatements that correct errors that are material to previously issued financial statements (“Big R” restatements), as well as restatements that correct errors that are not material to previously issued financial statements but would result in a material misstatement if (a) the errors were left uncorrected in the current report or (b) the error correction was recognized in the current period (“little r” restatements). The policy does not provide for enforcement discretion by the Compensation Committee or the Board and requires recovery regardless of whether a covered person engaged in any misconduct or is at fault. Compensation Policies and Practices as Related to Risk Management The Compensation Committee and management do not believe that the Company maintains compensation policies or practices that are reasonably likely to have a material adverse effect on the Company. Our employees’ base salaries are fixed in amount and thus we do not believe that they encourage excessive risk-taking. A significant portion of the compensation provided to our employees is in the form of long-term equity-based incentives that we believe are important to help align our employees’ interests with those of our stockholders. We do not believe that these equity-based incentives encourage unnecessary or excessive risk taking because their ultimate value is tied to our stock price. GETTY REALTY 2024 Proxy Statement | | | 45
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TABLE OF CONTENTS Executive Compensation (continued)
Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management as required by Item 402(b) of Regulation S-K, and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Compensation Committee: Milton Cooper (Chairman)
Philip E. Coviello
Evelyn León Infurna Summary Compensation Table The following table sets forth information about the compensation of the CEO and each of the other Named Executive Officers for services in all capacities to Getty and its subsidiaries during the periods indicated. | Christopher J. Constant
President and Chief Executive Officer
| | | 2023 | | | 589,904 | | | 516,500 | | | 1,615,000 | | | 0 | | | 0 | | | 0 | | | 75,072 | | | 2,796,476 | | | 2022 | | | 559,135 | | | 485,000 | | | 1,095,200 | | | 0 | | | 0 | | | 0 | | | 71,322 | | | 2,210,657 | | | 2021 | | | 543,077 | | | 450,000 | | | 854,700 | | | 0 | | | 0 | | | 0 | | | 70,072 | | | 1,917,849 | | | Mark J. Olear
Executive Vice President,
Chief Investment Officer and
Chief Operating Officer | | | 2023 | | | 474,615 | | | 328,600 | | | 952,000 | | | 0 | | | 0 | | | 0 | | | 58,872 | | | 1,814,087 | | | 2022 | | | 457,308 | | | 310,000 | | | 698,190 | | | 0 | | | 0 | | | 0 | | | 56,872 | | | 1,522,370 | | | 2021 | | | 445,846 | | | 300,000 | | | 619,658 | | | 0 | | | 0 | | | 0 | | | 55,872 | | | 1,421,376 | | | Brian R. Dickman
Executive Vice President
Chief Financial Officer and Treasurer
| | | 2023 | | | 439,615 | | | 340,800 | | | 952,000 | | | 0 | | | 0 | | | 0 | | | 54,592 | | | 1,787,007 | | | 2022 | | | 422,308 | | | 320,000 | | | 698,190 | | | 0 | | | 0 | | | 0 | | | 52,592 | | | 1,493,090 | | | 2021 | | | 415,000 | | | 300,000 | | | 427,350 | | | 0 | | | 0 | | | 0 | | | 51,592 | | | 1,193,942 | | | Joshua Dicker
Executive Vice President,
General Counsel and Secretary | | | 2023 | | | 439,615 | | | 328,600 | | | 952,000 | | | 0 | | | 0 | | | 0 | | | 55,372 | | | 1,775,587 | | | 2022 | | | 422,308 | | | 310,000 | | | 698,190 | | | 0 | | | 0 | | | 0 | | | 53,372 | | | 1,483,870 | | | 2021 | | | 408,077 | | | 300,000 | | | 619,658 | | | 0 | | | 0 | | | 0 | | | 52,372 | | | 1,380,107 | |
(1)
| Stock awards are in the form of restricted stock units (RSUs). The amount reflected is the grant date fair value computed in accordance with FASB ASC Topic 718. The value of future dividends is assumed to be reflected in the Summary Compensation Table below. With respect to 2022 base salary, as partclosing per share price of the Compensation Committee’s processcommon stock, and, consequently, in order to achieve the overall goals of Getty’s executive compensation program, the Compensation Committee determined to increase base salaries in 2022 from those in effect in 2021 by the following amounts for the following NEOs: Mr. Constant’s base salary for 2022 was increased by 2.3%, and base salaries for 2022 for each of Messrs. Olear, Dicker and Dickman were increased by 2.2%, 2.4% and 2.4%% respectively.TABLE OF CONTENTS
Cash Bonus
The Compensation Committee believes that discretionary cash bonuses are useful on a case by case basis to motivate and reward executives for their contribution to annual operating results and Company achievements that help createfair value for our stockholders. Cash bonuses for NEOs are not guaranteed but have been awarded at the discretion of the Compensation Committee. In deciding whether to award discretionary cash bonuses, the Compensation Committee makes its determinations as described above, based upon (i) recommendations from the Company’s CEO, (ii) its review with the CEO of the performance of each NEO (other thanaward. Therefore, the CEO himself), (iii) its evaluation of the CEO’s individual performance, (iv) its informed judgment, in view of the Company’s financial and operational performance, of each NEO’s responsibilities and efforts, such NEO’s contribution to the Company’s overall performance and success, and the complexity or difficulty of the objectives that have been achieved by such NEO, (v) the relative significance of a cash bonus award toward meeting the overall goals of Getty’s compensation program, and (vi) other relevant considerations. These factors are considered subjectively and no one factor is accorded any specific weight. In February 2022, the Compensation Committee approved discretionary cash bonuses. Specifically, Mr. Constant was paid a cash bonus of $450,000, Messrs. Olear, Dicker and Dickman were each paid a cash bonus of $300,000.
Equity Incentive Awards
The Company maintains the stockholder-approved 2004 Plan for officers and other valued employees of the Company and its subsidiaries, and members of the Board of Directors. The 2004 Plan allows for the grant of various types of stock-based awards, other than stock options, to eligible individuals. The 2004 Plan is administered by the Compensation Committee, which has the power to determine eligibility, the types and sizes of awards, the price and timing of awards, terms of vesting, the acceleration or waiver of any vesting restriction and the timing and manner of settling vested awards.
Generally, to better align the interests of the Company’s NEOs with the interests of the Company’s stockholders and to promote performance that will have a positive long-term impact on total stockholder return, the Compensation Committee annually grants equity-based awards under the 2004 Plan to the Company’s NEOs, consisting of time-based RSUs (including dividend equivalents paid with respecton RSUs are not shown separately in this table. The Company pays dividend equivalents on RSUs only to such RSUs). These RSU awards vest ratably over a five-year period commencingthe extent dividends are declared on the first anniversary of the grant date subject to continued employment through each vesting date and, for all such RSU awards granted from and after 2009, are settled, in the discretion of the Compensation Committee, in cash or in shares of the Company’sits common stock upon the earlier of ten years after the grant date (or the first vesting date for RSU awards granted in 2016, 2017 and 2018) or termination of employment. Settlement of vested RSUs granted prior to 2009 is deferred until termination of service pursuant to the award agreements in effect prior to 2009. All award agreements also provide for vesting of unvested RSUs in the discretion of, and subject to approval by, the Compensation Committee, in the event of the “Retirement” (as defined in the award agreement) of the executive officer.
The Compensation Committee’s determination in February 2022 to grant RSUs under the annual equity grant program to Messrs. Constant, Olear, Dicker and Dickman was in keeping with its annual practice of using RSUs as part of the compensation program and was based on the Compensation Committee’s determination that an annual grant of RSUs fosters the equivalent of stock ownership by the Company’s executive officers, thereby aligning their personal interests with the long-term interests of the Company’s stockholders, and also encourages executive retention because the awards vest over a five-year period. The size of the annual equity award granted to each NEO is commensurate with the role and responsibilities of such NEO and with historical trends.
In February 2022, the Compensation Committee approved RSU grants to the NEOs in accordance with its annual equity grant program, based on each NEO’s individual performance during 2021 and in furtherance of the overall goals of Getty’s executive compensation program as described above, in the following amounts: 40,000 RSUs to Mr. Constant, 25,500 RSUs to Mr. Olear, 25,500 RSUs to Mr. Dicker, and 25,500 RSUs to Mr. Dickman. RSU grants to NEOs are reflected in the “2021 Grants of Plan-Based Awards” table below. All such RSU grants include related dividend equivalents.
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Getty sponsors a retirement and profit sharing plan with 401(k) deferred savings plan provisions (the “Retirement Plan”) for employees, including our NEOs, meeting certain service requirements. An annual discretionary profit-sharing contribution to the Retirement Plan is determined by the Board of Directors. The contribution is calculated as a percentage of the sum of (i) the employee’s compensation (as defined in the Retirement Plan) up to the maximum allowed under Internal Revenue Service regulations, and (ii) the excess of that amount over the social security taxable wage base. For 2021, the Board of Directors elected to contribute 1% of that sum for each eligible employee. This percentage was consistent with prior years. Under the terms of the Retirement Plan, the Company matches 50% of each participating employee’s elective contribution to the Retirement Plan, but in no event more than 3% of the employee’s compensation. The Company’s contributions to the Retirement Plan vest in accordance with a six-year vesting schedule and are paid upon retirement, death, disability, or termination of employment, as described more fully in the Retirement Plan.
Getty also has the Supplemental Retirement Plan for NEOs and other senior management employees. The Board of Directors has sole discretion to select annually the eligible employees for whom contributions will be made. Under the Supplemental Retirement Plan, which is not qualified for purposes of Section 401(a) of the Internal Revenue Code, a participating employee may receive in his trust account an amount equal to 10% of his compensation (as defined in the Supplemental Retirement Plan), reduced by the amount of any contributions allocated to such employee by the Company under the Retirement Plan. The amounts held in trust under the Supplemental Retirement Plan may be used to satisfy claims of general creditors in the event of bankruptcy of Getty or any of its subsidiaries. An employee’s account vests in the same manner as under the Retirement Plan and is paid upon separation of service from the Company. Under the Supplemental Retirement Plan, during any year, the Board of Directors may elect not to make any payment to the account of any or all eligible employees.
Anti-Hedging and Anti-Pledging PolicyIn February 2019, the Company implemented an Anti-Hedging and Anti-Pledging Policy (the “Policy”) that prohibits employees (including our executive officers) and directors from (i) engaging in any short sales (including short sales “against the box”), transactions in puts, calls or other derivative securities involving the Company’s securities, on an exchange or in any other organized market, or hedging transactions and (ii) holding Company securities in a margin account or pledging Company securities as collateral for a loan. All employees and directors are in full compliance with the Policy.
Compensation Committee ReportThe Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management as required by Item 402(b) of Regulation S-K, and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Compensation Committee:
| | | Milton Cooper (Chairman)
| | | | Philip E. Coviello
| | | | Richard E. Montag stock. |
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Summary Compensation TableThe following table sets forth information about the compensation of the CEO and each of the other Named Executive Officers for services in all capacities to Getty and its subsidiaries during the periods indicated.
Christopher J. Constant
President and Chief
Executive Officer
| | | 2021 | | | 543,077 | | | 450,000 | | | 854,700 | | | 0 | | | 0 | | | 0 | | | 70,072 | | | 1,917,849 | | 2020 | | | 522,692 | | | 400,000 | | | 724,500 | | | 0 | | | 0 | | | 0 | | | 67,572 | | | 1,714,764 | | 2019 | | | 511,538 | | | 355,000 | | | 746,775 | | | 0 | | | 0 | | | 0 | | | 66,572 | | | 1,679,885 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mark J. Olear
Executive Vice
President, Chief
Investment Officer and
Chief Operating Officer
| | | 2021 | | | 445,846 | | | 300,000 | | | 619,658 | | | 0 | | | 0 | | | 0 | | | 55,872 | | | 1,421,376 | | 2020 | | | 433,269 | | | 270,000 | | | 533,232 | | | 0 | | | 0 | | | 0 | | | 54,372 | | | 1,290,873 | | 2019 | | | 424,615 | | | 245,000 | | | 547,635 | | | 0 | | | 0 | | | 0 | | | 53,622 | | | 1,270,872 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Joshua Dicker
Executive Vice
President, General
Counsel and Secretary
| | | 2021 | | | 408,077 | | | 300,000 | | | 619,658 | | | 0 | | | 0 | | | 0 | | | 52,372 | | | 1,380,107 | | 2020 | | | 388,269 | | | 270,000 | | | 533,232 | | | 0 | | | 0 | | | 0 | | | 49,872 | | | 1,241,373 | | 2019 | | | 379,615 | | | 245,000 | | | 547,635 | | | 0 | | | 0 | | | 0 | | | 49,122 | | | 1,221,372 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brian R. Dickman
Executive Vice
President, Chief
Financial Officer and
Treasurer
| | | 2021 | | | 415,000 | | | 300,000 | | | 427,350 | | | 0 | | | 0 | | | 0 | | | 51,592 | | | 1,193,942 | | 2020 | | | 9,577 | | | 250,000 | | | 432,450 | | | 0 | | | 0 | | | 0 | | | 2,104 | | | 694,131 |
(1)
| Stock awards are in the form of restricted stock units (RSUs). The amount reflected is the grant date fair value computed in accordance with FASB ASC Topic 718. The value of future dividends is assumed to be reflected in the closing per share price of the common stock, and, consequently, in the fair value of each award. Therefore, the dividend equivalents paid on RSUs are not shown separately in this table. The Company pays dividend equivalents on RSUs only to the extent dividends are declared on shares of its common stock. |
(2) (2)
| All Other Compensation includes (a) profit sharing and Company matching contributions under the Retirement Plan, (b) contributions under the Supplemental Retirement Plan, (c) life insurance premiums, and (d) perquisites and other personal benefits received by the NEOs that exceeded $10,000 in the aggregate for the year, which consist only of automobile allowances. See “All Other Compensation” table, below. |
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The following table sets forth information about amounts included in the All Other Compensation column of the Summary Compensation Table. | Christopher J. Constant | | | 2023 | | | 4,998 | | | 9,900 | | | 45,102 | | | 1,872 | | | 13,200 | | | 75,072 | | | 2022 | | | 4,630 | | | 9,150 | | | 42,470 | | | 1,872 | | | 13,200 | | | 71,322 | | | 2021 | | | 4,372 | | | 8,700 | | | 41,928 | | | 1,872 | | | 13,200 | | | 70,072 | | | Mark J. Olear | | | 2023 | | | 4,998 | | | 9,900 | | | 33,102 | | | 1,872 | | | 9,000 | | | 58,872 | | | 2022 | | | 4,630 | | | 9,150 | | | 32,220 | | | 1,872 | | | 9,000 | | | 56,872 | | | 2021 | | | 4,372 | | | 8,700 | | | 31,928 | | | 1,872 | | | 9,000 | | | 55,872 | | | Brian R. Dickman | | | 2023 | | | 4,998 | | | 9,900 | | | 29,602 | | | 1,092 | | | 9,000 | | | 54,592 | | | 2022 | | | 4,630 | | | 9,150 | | | 28,720 | | | 1,092 | | | 9,000 | | | 52,592 | | | 2021 | | | 4,372 | | | 8,700 | | | 28,428 | | | 1,092 | | | 9,000 | | | 51,592 | | | Joshua Dicker | | | 2023 | | | 4,998 | | | 9,900 | | | 29,602 | | | 1,872 | | | 9,000 | | | 55,372 | | | 2022 | | | 4,630 | | | 9,150 | | | 28,720 | | | 1,872 | | | 9,000 | | | 53,372 | | | 2021 | | | 4,372 | | | 8,700 | | | 28,428 | | | 1,872 | | | 9,000 | | | 52,372 | |
(1)
| All life insurance policy premiums relate to term life insurance policies. |
(2)
| Perquisites and Other Personal Benefits consist only of an automobile allowance. |
2023 Grants of Plan Based Awards The following table presents information concerning grants of plan-based awards to each of the NEOs during the year ended December 31, 2023. | Christopher J. Constant | | | 3/1/23 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 47,500 | | | 0 | | | 1,615,000 | | | Mark J. Olear | | | 3/1/23 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 28,000 | | | 0 | | | 952,000 | | | Brian R. Dickman | | | 3/1/23 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 28,000 | | | 0 | | | 952,000 | | | Joshua Dicker | | | 3/1/23 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 28,000 | | | 0 | | | 952,000 | |
(1)
| Stock awards are in the form of RSUs that vest ratably over a five-year period commencing on the first anniversary of the grant date, with accelerated vesting in the event of death or termination of service by the Company without cause. |
(2)
| Grant date fair value is computed in accordance with FASB ASC Topic 718. |
The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described above under “Compensation Discussion and Analysis.” GETTY REALTY 2024 Proxy Statement | | | 47
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TABLE OF CONTENTS Executive Compensation (continued)
2023 Outstanding Equity Awards at Year-End The following table provides information as to outstanding RSUs held by each of the NEOs as of December 31, 2023. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table. The aggregate value of all outstanding equity in the table below is based on $29.22 per share, the closing price of Getty common stock on December 29, 2023. | Christopher J.
Constant | | | 3/1/23 | | | 47,500 | | | 1,387,950 | | | | | | | | | 3/1/22 | | | 32,000 | | | 935,040 | | | | | | | | | 3/1/21 | | | 18,000 | | | 525,960 | | | | | | | | | 3/2/20 | | | 10,000 | | | 292,200 | | | | | | | | | 3/1/19 | | | 4,500 | | | 131,490 | | | | | | | | | Mark J. Olear | | | 3/1/23 | | | 28,000 | | | 818,160 | | | | | | | | | 3/1/22 | | | 20,400 | | | 596,088 | | | | | | | | | 3/1/21 | | | 13,050 | | | 381,321 | | | | | | | | | 3/2/20 | | | 7,360 | | | 215,059 | | | | | | | | | 3/1/19 | | | 3,300 | | | 96,426 | | | | | | | | | Brian R. Dickman | | | 3/1/23 | | | 28,000 | | | 818,160 | | | | | | | | | 3/1/22 | | | 20,400 | | | 596,088 | | | | | | | | | 3/1/21 | | | 9,000 | | | 262,980 | | | | | | | | | 12/14/20 | | | 6,000 | | | 175,320 | | | | | | | | | Joshua Dicker | | | 3/1/23 | | | 28,000 | | | 818,160 | | | | | | | | | 3/1/22 | | | 20,400 | | | 596,088 | | | | | | | | | 3/1/21 | | | 13,050 | | | 381,321 | | | | | | | | | 3/2/20 | | | 7,360 | | | 215,059 | | | | | | | | | 3/1/19 | | | 3,300 | | | 96,426 | | | | | | | |
(1)
| Stock awards are in the form of RSUs that vest ratably over a five-year period commencing on the first anniversary of the grant date, with accelerated vesting in the event of death or termination of employment by the Company without cause. |
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2023 Option Exercises and Stock Vested The following Option Exercises and Stock Vested table provides additional information about the stock-based awards that vested during the year ended December 31, 2023. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table. | Christopher J. Constant | | | 27,000 | | | 918,000 | | | Mark J. Olear | | | 19,030 | | | 647,020 | | | Brian R. Dickman | | | 11,100 | | | 362,970 | | | Joshua Dicker | | | 19,030 | | | 647,020 | |
(1)
| Reflects the number of RSUs that vested during 2023. |
(2)
| Reflects an amount equal to the number of RSUs that vested in 2023 multiplied by the closing price of the underlying shares of Getty common stock on the applicable vesting date. Settlement of these vested RSUs is deferred pursuant to the terms of the RSU award agreement until the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date for RSUs granted in 2016-2018), or the NEO’s termination of service. Settlement of vested RSUs granted prior to 2009 is deferred until termination of service pursuant to the award agreements in effect prior to 2009. The Value Realized on Vesting for all NEOs is included as Registrant Contributions in the Nonqualified Deferred Compensation table, below. |
Nonqualified Deferred Compensation | Christopher J. Constant | | | | | | | | | | | | | | | | | | Supplemental Retirement Plan | | | 0 | | | 42,470 | | | 61,075 | | | 0 | | | 486,460 | | | Vested RSUs | | | 0 | | | 918,000 | | | (760,358) | | | 0 | | | 3,331,080 | | | Total | | | 0 | | | 960,470 | | | (699,283) | | | 0 | | | 3,817,540 | | | Mark J. Olear | | | | | | | | | | | | | | | | | | Supplemental Retirement Plan | | | 0 | | | 32,220 | | | 30,021 | | | 0 | | | 392,517 | | | Vested RSUs | | | 0 | | | 647,020 | | | (394,275) | | | 0 | | | 2,470,259 | | | Total | | | 0 | | | 679,240 | | | (364,254) | | | 0 | | | 2,862,776 | | | Brian R. Dickman | | | | | | | | | | | | | | | | | | Supplemental Retirement Plan | | | 0 | | | 28,720 | | | 5,771 | | | 0 | | | 62,682 | | | Vested RSUs | | | 0 | | | 362,970 | | | (80,298) | | | 0 | | | 587,322 | | | Total | | | 0 | | | 391,690 | | | (74,527) | | | 0 | | | 650,004 | | | Joshua Dicker | | | | | | | | | | | | | | | | | | Supplemental Retirement Plan | | | 0 | | | 28,720 | | | 33,255 | | | 0 | | | 460,878 | | | Vested RSUs | | | 0 | | | 647,020 | | | (833,605) | | | 0 | | | 2,572,529 | | | Total | | | 0 | | | 675,740 | | | (800,350) | | | 0 | | | 3,033,407 | |
(1)
| The amount reported for each executive in the column “Registrant Contributions in Last FY” for the Supplemental Retirement Plan represents the respective amount reported for each executive for the prior year, 2022, in the column “Supplemental Retirement Plan” in the All Other Compensation column ofTable above, and the Summary Compensation Table.Christopher J. Constant | | | 2021 | | | 4,372 | | | 8,700 | | | 41,928 | | | 1,872 | | | 13,200 | | | 70,072 | | 2020 | | | 4,323 | | | 8,550 | | | 39,627 | | | 1,872 | | | 13,200 | | | 67,572 | | 2019 | | | 4,271 | | | 8,400 | | | 38,829 | | | 1,872 | | | 13,200 | | | 66,572 | | | | | | | | | | | | | | | | | | | | | | | Mark J. Olear | | | 2021 | | | 4,372 | | | 8,700 | | | 31,928 | | | 1,872 | | | 9.000 | | | 55,872 | | 2020 | | | 4,323 | | | 8,550 | | | 30,627 | | | 1,872 | | | 9,000 | | | 54,372 | | 2019 | | | 4,271 | | | 8,400 | | | 30,079 | | | 1,872 | | | 9,000 | | | 53,622 | | | | | | | | | | | | | | | | | | | | | | | Joshua Dicker | | | 2021 | | | 4,372 | | | 8,700 | | | 28,428 | | | 1,872 | | | 9,000 | | | 52,372 | | 2020 | | | 4,323 | | | 8,550 | | | 26,127 | | | 1,872 | | | 9,000 | | | 49,872 | | 2019 | | | 4,271 | | | 8,400 | | | 25,579 | | | 1,872 | | | 9,000 | | | 49,122 | | | | | | | | | | | | | | | | | | | | | | | Brian R. Dickman | | | 2021 | | | 4,372 | | | 8,700 | | | 28,428 | | | 1,092 | | | 9,000 | | | 51,592 | | 2020 | | | 102 | | | 0 | | | 1,627 | | | 0 | | | 375 | | | 2,104 |
(1)
| All life insurance policy premiums relate to term life insurance policies. |
(2)
| Perquisites and Other Personal Benefits consist only of an automobile allowance. |
2021 Compensation Disclosure Ratio of the Median Annual Total Compensation of All Company Employeesamount reported for Vested RSUs is equal to the Annual Total Compensation of the Company’s Chief Executive OfficerMr. Christopher J. Constant, who serves as the Company’s President and Chief Executive Officer, had fiscal 2021 total compensation of $1,917,849, asValue Realized on Vesting reflected in the 2023 Option Exercises and Stock Vested table above.
|
(2)
| For RSUs, the aggregate earnings (loss) reflect the change in value of the shares of Getty common stock subject to the RSUs calculated based on the change in the closing price from December 31, 2022 to December 31, 2023, for RSUs that vested prior to 2023, and the change in the closing price from the vesting date to December 31, 2023 for RSUs that vested in 2023. Settlement of vested RSUs is deferred pursuant to the terms of the RSU award agreement until the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018), or the NEO’s termination of service. Settlement of vested RSUs granted prior to 2009 is deferred until termination of service pursuant to the award agreements in effect prior to 2009. |
(3)
| The Aggregate Balance includes the balances accumulated under the Supplemental Retirement Plan and the aggregate value of all vested RSUs for which settlement has been deferred based on $29.22 per share, the closing price of Getty common stock on December 29, 2023. |
GETTY REALTY 2024 Proxy Statement | | | 49
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TABLE OF CONTENTS Executive Compensation (continued)
Getty maintains a Supplemental Retirement Plan for NEOs and other senior management employees. Under the Supplemental Retirement Plan, the Compensation Committee has sole discretion to select the eligible employees for whom contributions will be made in any given year; the Committee is not obligated to select any eligible employees for contribution under the Plan in any year based solely on their participation in the prior year. Under the Supplemental Retirement Plan, which is not qualified for purposes of Section 401(a) of the Internal Revenue Code, a participating employee may receive in their trust account an amount equal to 10% of their compensation (as defined in the Supplemental Retirement Plan), reduced by the amount of any contributions allocated to the employee by the Company under the Retirement Plan. Amounts contributed by the Company for 2023 to the Supplemental Retirement Plan for our NEOs were calculated based upon the definition of eligible compensation in the Supplemental Retirement Plan. The amounts held in trust under the Supplemental Retirement Plan may be used to satisfy claims of general creditors in the event of Getty’s or any of its subsidiaries’ bankruptcy. An employee’s account vests in the same manner as under the Retirement Plan and is paid upon separation of service from the Company. Potential Payments upon Termination or Change in Control Each of the award agreements for outstanding RSUs granted to our employees, including our NEOs, contains a provision that causes the unvested RSUs to vest upon the NEO’s death or termination of the NEO’s employment without cause. The award agreements also provide for optional vesting of unvested RSUs in the event of the “Retirement” (as defined in the award agreement) of the subject employee, including our NEOs, if approved by the Compensation Committee in its discretion. In the event of a termination of employment without cause, the value as of December 31, 2023 of RSUs that would vest upon such termination would be as follows: Mr. Constant - $3,272,640; Mr. Olear - $2,107,054; Mr. Dickman - $1,852,548; and Mr. Dicker - $2,107,054. We do not provide any compensation or benefits to any of our NEOs solely on account of the occurrence of a change in control of the Company. The RSU award agreements do not provide for accelerated vesting upon the occurrence of a change in control. 2023 Compensation Disclosure Ratio of the Median Annual Total Compensation of All Company Employees to the Annual Total Compensation of the Company’s Chief Executive Officer Mr. Christopher J. Constant, who serves as the Company’s President and Chief Executive Officer, had fiscal 2023 total compensation of $2,796,476, as reflected in the Summary Compensation Table included in this Proxy Statement. We estimate that the annual compensation for the median employee of the Company, excluding our Chief Executive Officer, was $205,194.08 for 2023. As a result, Mr. Constant’s 2023 annual compensation was approximately 13.63 times that of the median employee. To determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: (1)
| For 2023 we used a determination date of December 31, 2023. For purposes of this disclosure, as permitted by SEC regulations, we used the same median employee as in our 2023 proxy statement because there was no material change in our employee population or employee compensation arrangements during 2023 that we reasonably believed would result in a significant change to our pay ratio disclosure. |
(2)
| For purposes of reporting the Company, excluding our Chief Executive Officer, was $229,236 for 2021. As a result, Mr. Constant’s 2021 annual compensation was approximately eight times thatratio of the median annual compensation for all employees.To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “medianChief Executive Officer to the median employee,” both the methodologyChief Executive Officer and the material assumptions, adjustments, and estimates that we usedmedian employee’s total compensation paid during the fiscal year ended December 31, 2023 were as follows:
(1)
| For purposes of this disclosure, as permitted by SEC regulations, we used the same median employee as in our 2020 proxy statement because there was no change in our employee population or employee compensation arrangements during 2021 that we reasonably believed would result in a significant change to our pay ratio disclosure. |
(2)
| For purposes of reporting the ratio of annual total compensation of the Chief Executive Officer to the median employee, both the Chief Executive Officer and the median employee’s total compensation paid during the fiscal year ended December 31, 2021 were calculated consistent with the disclosure requirements of executive compensation under Item 402(c)(2)(x) of Regulation S-K.calculated consistent with the disclosure requirements of executive compensation under Item 402(c)(2)(x) of Regulation SK. The Company has not made any of the adjustments permissible by the SEC, nor have any material assumptions or estimates been made to identify the median employee or to determine annual total compensation. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce, as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules. |
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| | | GETTY REALTY 2024 Proxy Statement TABLE OF CONTENTS
2021 Grants of Plan Based AwardsChristopher J. Constant | | | 3/1/21 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 30,000 | | | 0 | | | $854,700 | Mark J. Olear | | | 3/1/21 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 21,750 | | | 0 | | | 619,658 | Joshua Dicker | | | 3/1/21 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 21,750 | | | 0 | | | 619,658 | Brian R. Dickman | | | 3/1/21 | | | | | | | | | | | | | | | | | | | | | 15,000 | | | 0 | | | 427,350 |
2021 Outstanding Equity Awards at Year-EndThe following table provides information as to outstanding Stock Options and RSUs held by each of the NEOs at December 31, 2021.
Christopher J
Constant
| | | | | | | | | | | | | | | | | | 3/1/21 | | | 30,000 | | | 962,700 | | | | | | | | | | | | | | | | | | | | | | | | | 3/2/20 | | | 20,000 | | | 641,800 | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/19 | | | 13,500 | | | 433,215 | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/18 | | | 7,000 | | | 224,630 | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/17 | | | 3,000 | | | 96,270 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mark J. Olear | | | | | | | | | | | | | | | | | | 3/1/21 | | | 21,750 | | | 697,958 | | | | | | | | | | | | | | | | | | | | | | | | | 3/2/20 | | | 14,720 | | | 472,365 | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/19 | | | 9,900 | | | 317,691 | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/18 | | | 5,200 | | | 166,868 | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/17 | | | 2,200 | | | 70,598 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Joshua Dicker | | | | | | | | | | | | | | | | | | 3/1/21 | | | 21,750 | | | 697,958 | | | | | | | | | | | | | | | | | | | | | | | | | 3/2/20 | | | 14,720 | | | 472,365 | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/19 | | | 9,900 | | | 317,691 | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/18 | | | 5,200 | | | 166,868 | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/17 | | | 2,200 | | | 70,598 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brian R.
Dickman
| | | | | | | | | | | | | | | | | | 3/1/21 | | | 15,000 | | | 481,350 | | | | | | | | | | | | | | | | | | | | | | | | | 12/14/20 | | | 12,000 | | | 385,080 | | | | | | |
(1)
| The term of the Company’s Stock Option Plan expired in 2008. Stock Options may no longer be granted pursuant to the Stock Option Plan. There are no stock options outstanding under the Stock Option Plan. |
(2)
| Stock awards are in the form of RSUs that vest ratably over a five-year period commencing on the first anniversary of the grant date, with accelerated vesting in the event of death or termination of employment by the Company without cause. |
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2021 Option Exercises and Stock VestedThe following Option Exercises and Stock Vested table provides additional information about the stock awards that vested during the year ended December 31, 2021.
Christopher J. Constant | | | N/A | | | N/A | | | 19,000 | | | 541,310 | Mark J. Olear | | | N/A | | | N/A | | | 13,780 | | | 392,592 | Joshua Dicker | | | N/A | | | N/A | | | 13,780 | | | 392,592 | Brian R. Dickman | | | N/A | | | N/A | | | 3,000 | | | 94,290 |
(1)
| The term of the Company’s Stock Option Plan expired in 2008. Stock options may no longer be granted pursuant to the Stock Option Plan. There are no stock options outstanding under the Stock Option Plan. |
(2)
| Reflects the number of RSUs that vested during 2021. |
(3)
| Reflects an amount equal to the number of RSUs that vested in 2021 multiplied by the closing price of the underlying shares of Getty common stock on the applicable vesting date. Settlement of these vested RSUs is deferred pursuant to the terms of the RSU award agreement until the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date for RSUs granted in 2016-2018), or the NEO’s termination of service. Settlement of vested RSUs granted prior to 2009 is deferred until termination of service pursuant to the award agreements in effect prior to 2009. The Value Realized on Vesting for all NEOs is included as Registrant Contributions in the Nonqualified Deferred Compensation table, below. |
Nonqualified Deferred CompensationChristopher J. Constant
| | | | | | | | | | | | | | | | Supplemental Retirement Plan | | | 0 | | | 39,627 | | | 61,391 | | | 0 | | | 399,764 | Vested RSUs | | | 0 | | | 541,310 | | | 292,248 | | | 0 | | | 2,382,683 | Total | | | 0 | | | 580,937 | | | 353,639 | | | 0 | | | 2,782,447 |
| | | | | | | | | | | | | | | | Mark J. Olear
| | | | | | | | | | | | | | | | Supplemental Retirement Plan | | | 0 | | | 30,627 | | | 60,144 | | | 0 | | | 312,233 | Vested RSUs | | | 0 | | | 392,592 | | | 211,588 | | | 0 | | | 1,584,604 | Total | | | 0 | | | 423,219 | | | 271,732 | | | 0 | | | 1,896,837 |
| | | | | | | | | | | | | | | | Joshua Dicker
| | | | | | | | | | | | | | | | Supplemental Retirement Plan | | | 0 | | | 26,127 | | | 31,826 | | | 0 | | | 408,522 | Vested RSUs | | | 0 | | | 392,592 | | | 196,978 | | | 0 | | | 2,258,494 | Total | | | 0 | | | 418,719 | | | 228,804 | | | 0 | | | 2,667,016 |
| | | | | | | | | | | | | | | | Brian R. Dickman
| | | | | | | | | | | | | | | | Supplemental Retirement Plan | | | 0 | | | 1,627 | | | 0 | | | 0 | | | 1,628 | Vested RSUs | | | 0 | | | 94,290 | | | 1,980 | | | 0 | | | 96,270 | Total | | | 0 | | | 95,917 | | | 1,980 | | | 0 | | | 97,898 |
(1)
| The amount reported for each executive in the column “Registrant Contributions in Last FY” for the Supplemental Retirement Plan represents the respective amount reported for each executive for the prior year, 2020, in the column “Supplemental Retirement Plan” in the All Other Compensation Table above, and the amount reported for Vested RSUs is equal to the Value Realized on Vesting reflected in the 2021 Option Exercises and Stock Vested table above. |
(2)
| For RSUs, the aggregate earnings (loss) reflect the change in value of the shares of Getty common stock subject to the RSUs calculated based on the change in the closing price from December 31, 2020 to December 31, 2021, for RSUs that vested prior to 2021, and the change in the closing price from the vesting date to December 31, 2021 for RSUs that vested in 2021. Settlement of vested RSUs is deferred pursuant to the terms of the RSU award agreement until the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018), or the NEO’s termination of service. Settlement of vested RSUs granted prior to 2009 is deferred until termination of service pursuant to the award agreements in effect prior to 2009. |
(3)
| The Aggregate Balance includes the balances accumulated under the Supplemental Retirement Plan and the aggregate value of all vested RSUs for which settlement has been deferred based on $32.09 per share, the closing price of Getty common stock on December 31, 2021. |
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Getty maintains the Supplemental Retirement Plan for NEOs and other senior management employees. The Board of Directors has sole discretion to select annually the eligible employees for whom contributions will be made. Under the Supplemental Retirement Plan, which is not qualified for purposes of Section 401(a) of the Internal Revenue Code, a participating employee may receive in his or her trust account an amount equal to 10% of such employee’s compensation (as defined in the Supplemental Retirement Plan), reduced by the amount of any contributions allocated to the employee by the Company under the Retirement Plan. Amounts contributed by the Company for 2021 to the Supplemental Retirement Plan for our NEOs were calculated based upon the definition of eligible compensation in the Supplemental Retirement Plan which excludes everything other than base salary as the basis for computation of eligible compensation. The amounts held in trust under the Supplemental Retirement Plan may be used to satisfy claims of general creditors in the event of Getty’s or any of its subsidiaries’ bankruptcy. An employee’s account vests in the same manner as under the Retirement Plan and is paid upon separation of service from the Company. Under the Supplemental Retirement Plan, during any year the Board of Directors may elect not to make any payment to the account of any or all eligible employees.
Potential Payments upon Termination or Change in ControlEach of the award agreements for outstanding RSUs granted to our employees, including our NEOs, contains a provision that causes the unvested RSUs to vest upon the NEO’s death or termination of the NEO’s employment without cause. The award agreements also provide for optional vesting of unvested RSUs in the event of the “Retirement” (as defined in the award agreement) of the subject employee, including our NEOs, if approved by the Compensation Committee in its discretion. In the event of a termination of employment without cause, the value as of December 31, 2021 of RSUs that would vest upon such termination would be as follows: Mr. Constant – $2,358,615; Mr. Olear – $1,725,479; Mr. Dicker – $1,725,479; and Mr. Dickman – $866,430.
We do not provide any compensation or benefits to any of our NEOs solely on account of the occurrence of a change in control of the Company. The RSU award agreements do not provide for accelerated vesting upon the occurrence of a change in control.
Equity Compensation Plans
The following chart presents information regarding Getty’s equity compensation plans as of December 31, 2021:
Equity Compensation Plans approved by stockholders:
| | | | | | | | | | - the 2004 Plan | | | 3,776,246(1) | | | $0.00 | | | 2,854,846 (2) | Equity Compensation Plans not approved by stockholders | | | N/A | | | N/A | | | N/A | Total | | | 3,776,246 | | | | | | 2,854,846 |
(1)
| Represents shares underlying outstanding vested and unvested RSUs that are settleable, in the discretion of the Compensation Committee, in cash or in shares of the Company’s common stock. |
(2)
| The 2004 Plan permits awards of restricted stock, RSUs, cash, stock or other equity-based awards. |
The following text and table discuss the compensation paid to each of our non-employee directors for 2021:
For 2021 (i) all non-employee directors received an annual director fee of $40,000; (ii) Members of our Audit Committee received an annual fee of $12,500, except for the Chairman of the Audit Committee, who received an annual fee of $20,000; (iii) Members of our Compensation Committee received an annual fee of $5,000, except for the Chairman of the Compensation Committee, who received an annual fee of $7,500; and (iv) Members of our
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Nominating/Corporate Governance Committee received an annual fee of $5,000, except for the Chairman of the Nominating/Corporate Governance Committee, who received an annual fee of $7,500. In addition, Mr. Safenowitz received a fee of $12,500 for his first quarter 2021 services as Lead Independent Director, and thereafter received a prorated annual fee for his services as Chairman of the Board in 2021, as described below. All annual fees payable to directors are paid in four equal quarterly installments and prorated for partial years of service.
Non-employee directors are also reimbursed for travel and other expenses related to Company business.
Mr. Liebowitz served as our Chairman of the Board from 1971 until his retirement in February 2021. Mr. Liebowitz had retired as an employee of the Company on June 28, 2013. For 2021, the annual fee for services as Chairman of the Board was $125,000 (paid quarterly). Mr. Liebowitz received a fee of $31,250 for his first quarter services as Chairman of the Board, in addition to the first quarter director fee of ($10,000) paid to all non-employee directors, as noted above. Following his appointment to the position of Chairman of the Board, Mr. Safenowitz received a prorated annual fee of $93,750 (payable in three quarterly installments of $31,250 each) for his services as Chairman of the Board, in addition to the quarterly installments of the annual director fee paid to all non-employee directors, as noted above. Mr. Constant is not separately compensated for his services on the Board of Directors; his compensation for services as an employee is discussed in the “Compensation Discussion and Analysis” section on page 30TABLE OF CONTENTS Executive Compensation (continued)
The following text and table discuss the compensation paid to each of our non-employee directors for 2023: For 2023, (i) all non-employee directors received an annual director fee of $40,000; (ii) Members of our Audit Committee received an annual fee of $12,500, except for the Chairman of the Audit Committee, who received an annual fee of $20,000; (iii) Members of our Compensation Committee received an annual fee of $5,000, except for the Chairman of the Compensation Committee, who received an annual fee of $7,500; and (iv) Members of our Nominating/Corporate Governance Committee received an annual fee of $5,000, except for the Chairman of the Nominating/Corporate Governance Committee, who received an annual fee of $7,500. All annual fees payable to directors are paid in four equal quarterly installments and prorated for partial years of service. Non-employee directors are also reimbursed for travel and other expenses related to Company business. Mr. Safenowitz received an annual fee of $125,000 (paid quarterly) for his services as Chairman of the Board, in addition to the quarterly installments of the annual director fee paid to all non-employee directors, as noted above. Mr. Constant is not separately compensated for his services on the Board of Directors; his compensation for services as an employee is discussed in the “Compensation Discussion and Analysis” section on page 39 of this Proxy Statement. Generally, to better align the interests of our non-employee directors with the interests of the Company’s stockholders, the Compensation Committee grants equity-based awards under the 2004 Plan to the Company’s non-employee directors consisting of RSUs (including dividend equivalents paid with respect to such RSUs). RSU awards vest ratably over a five-year period commencing with the first anniversary of the grant date. RSUs granted before 2009 provide for settlement upon termination of service as a director and RSUs granted in 2009 and thereafter provide for settlement upon the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018), or upon termination of service as a director. The award agreements also provide for optional vesting of a director’s RSUs in the event of the “Retirement” (as defined in the award agreement) of the subject non-employee director, if approved by the Compensation Committee in its discretion. In March 2023, the Compensation Committee approved a grant of 7,000 RSUs to each of the non-employee directors, other than Mr. Montag who retired in February 2023. The Compensation Committee’s determination to award RSUs was in order to further align the interests of directors with the Company’s stockholders and also to provide additional value to directors for their contributions to the Company. | Milton Cooper | | | 47,500 | | | 238,000 | | | — | | | — | | | — | | | — | | | 285,500 | | | Philip E. Coviello | | | 70,000 | | | 238,000 | | | — | | | — | | | — | | | — | | | 308,000 | | | Evelyn León Infurna | | | 59,375 | | | 238,000 | | | — | | | — | | | — | | | — | | | 297,375 | | | Mary Lou Malanoski | | | 60,000 | | | 238,000 | | | — | | | — | | | — | | | — | | | 298,000 | | | Richard E. Montag(2) | | | 13,125 | | | 0 | | | — | | | — | | | — | | | — | | | 13,125 | | | Howard B. Safenowitz | | | 165,000 | | | 238,000 | | | — | | | — | | | — | | | — | | | 403,000 | | | Total | | | $415,000 | | | $1,190,000 | | | — | | | — | | | — | | | — | | | $1,605,000 | |
(1)
| The Company granted 7,000 RSUs to each non-employee director in 2023, which is the same number granted to each non-employee director in 2022. The fair value of these RSUs was determined based on the closing market price of Getty’s stock on the date of grant without consideration of the five-year vesting period for the RSU award. The RSUs granted in 2023 provide for settlement upon the earlier of the tenth anniversary of the date of grant date (oror the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018), or upon termination of service as a director. The award agreements also provide for optional vesting of a director’s RSUs in the event of the “Retirement” (as defined in the award agreement) of the subject non-employee director, if approved by the Compensation Committee in its discretion.In February 2021, the Compensation Committee approved a grant of 7,000 RSUs to each of the non-employee directors, excluding Mr. Liebowitz, who retired as Chairman of the Board effective February 2021. In connection with Ms. Infurna’s appointment tofrom the Board of Directors in July 2021, the Compensation Committee approved a grant of 3,500 RSUs to Ms. Infurna. The Compensation Committee’s determination to award RSUs was in order to further align the interests of directors with the Company’s stockholdersDirectors. At December 31, 2023, Messrs. Cooper, Coviello, and also to provide additional value to directors for their contributions to the Company.
Milton Cooper | | | 50,000 | | | 199,430 | | | — | | | — | | | — | | | — | | | 249,430 | Philip E. Coviello | | | 70,000 | | | 199,430 | | | — | | | — | | | — | | | — | | | 269,430 | Evelyn León Infurna | | | 22,500 | | | 108,535 | | | — | | | — | | | — | | | — | | | 131,035 | Leo Liebowitz(2) | | | 41,250 | | | 0 | | | — | | | — | | | — | | | — | | | 41,250 | Mary Lou Malanoski | | | 56,250 | | | 199,430 | | | — | | | — | | | — | | | — | | | 255,680 | Richard E. Montag | | | 57,500 | | | 199,430 | | | — | | | — | | | — | | | — | | | 256,930 | Howard B. Safenowitz | | | 140,000 | | | 199,430 | | | — | | | — | | | — | | | — | | | 339,430 | | | | $437,500 | | | $1,105,685 | | | $0 | | | $0 | | | $0 | | | $0 | | | $1,543,185 |
(1)
| The Company granted 7,000 RSUs to each non-employee director in 2021 (excluding Mr. Liebowitz, who retired as Chairman of the Board effective February 2021), which is the same number granted to each non-employee director in 2020. Ms. Infurna received a grant of 3,500 RSUs in 2021 in connection with her appointment to the Board of Directors in July 2021. The fair value of these RSUs was determined based on the closing market price of Getty’s stock on the date of grant without consideration of the five-year vesting period of the restricted stock award. These RSUs provide for settlement, to the extent vested, upon the earlier of the tenth anniversary of the date of grant (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018), or the termination of service from the Board of Directors. At December 31, 2021, Messrs. Cooper, Coviello, Liebowitz and Safenowitz each had 37,300 vested and 20,200 unvested RSUs outstanding, of which, in each case, 6,000 RSUs vested during the year ended December 31, 2021. At December 31, 2021, Mr. Montag had 34,800 vested and 20,200 unvested RSUs outstanding, of which 6,000 RSUs vested during the year ended December 31, 2021. At December 31, 2021, |
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Ms. Malanoski had 6,00042,500 vested and 18,00021,000 unvested RSUs outstanding, of which, 3,400in each case, 6,800 RSUs vested during the year ended December 31, 2021.2023. At December 31, 2021,2023, Ms. Malanoski had 17,000 vested and 21,000 unvested RSUs outstanding, of which 6,200 RSUs vested during the year ended December 31, 2023. At December 31, 2023, Ms. Infurna had 02,800 vested and 3,50014,700 unvested RSUs outstanding.
(2)
| Mr. Liebowitz retired from the Board of Directors in February 2021 and received prorated fees for the portion paid in cash for his service as a director through the date of his retirement.outstanding, of which 2,100 RSUs vested during the year ended December 31, 2023. |
(2)
| Mr. Montag retired in February 2023. |
GETTY REALTY 2024 Proxy Statement | | | 51
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TABLE OF CONTENTS Executive Compensation (continued)
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation - Compensation Discussion and Analysis.” Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K. | 2023 | | | $2,796,476 | | | $2,458,666 | | | $1,792,227 | | | $1,579,878 | | | $111.13 | | | $109.81 | | | $60,151 | | | $2.25 | | | 2022 | | | $2,210,657 | | | $2,599,157 | | | $1,499,777 | | | $1,757,274 | | | $121.71 | | | $101.64 | | | $90,043 | | | $2.14 | | | 2021 | | | $1,917,849 | | | $2,352,194 | | | $1,331,808 | | | $1,596,281 | | | $107.74 | | | $118.33 | | | $62,860 | | | $2.08 | | | 2020 | | | $1,714,764 | | | $1,501,844 | | | $971,034 | | | $532,456 | | | $89.04 | | | $88.70 | | | $69,388 | | | $1.94 | |
(1)
| In accordance with the transitional relief under the SEC rules, only four years of information is required as this is the Company’s second year of disclosure under Item 402(v) of Regulation S-K. |
(2)
| For all years in question, our Principal Executive Officer (PEO) was the Company’s President and Chief Executive Officer, Christopher J. Constant. |
(3)The following table sets forth the adjustments made to arrive at compensation “actually paid” to our PEO during 2023, as shown in the Pay Versus Performance Table: | 2023 | | | $(1,615,000) | | | $1,387,950 | | | $0 | | | $(298,635) | | | $4,050 | | | $0 | | | $183,825 | | | $(337,810) | |
(4)
| During 2023, 2022 and 2021, our remaining NEOs consisted of Mark J. Olear (Chief Operating Officer and Chief Investment Officer), Joshua Dicker (General Counsel), and Brian R. Dickman (Chief Financial Officer). During 2020, our remaining NEOs were the same NEOs as 2021-2023 with the addition of Danion Fielding (former Chief Financial Officer) who resigned effective December 11, 2020. Mr. Dickman was appointed Chief Financial Officer effective December 14, 2020. |
(5)
| The following table sets forth the adjustments made to arrive at compensation “actually paid” to our Non-PEO Named Executive Officers during 2023, as shown in the Pay Versus Performance Table: |
| 2023 | | | $(952,000) | | | $818,160 | | | $0 | | | $(190,787) | | | $(1,764) | | | $0 | | | $114,042 | | | $(212,349) | |
(6)
| Total shareholder return is calculated for each year based on a fixed investment of $100 from the beginning of the earliest year in the table (December 31, 2019) through the end of each applicable year in the table, assuming reinvestment of dividends. |
(7)
| Our peer group is the same peer group as reported in our Form 10-K pursuant to Item 201(e) of Regulation S-K: Agree Realty Corporation, EPR Properties, Essential Properties Realty Trust, Four Corners Properties Trust, NETSTREIT Corp (was not publicly traded in 2019), and One Liberty Properties. We have chosen these companies as our Peer Group because a substantial segment of each of their businesses is owning and leasing single tenant net lease retail properties. |
(8)
| Net income is reported as Net Earnings in the Company’s financial statements. |
(9)
| The Company selected Adjusted Funds from Operations (AFFO) as its Company-selected measure for the reasons set forth below. |
52
| | | GETTY REALTY 2024 Proxy Statement |
TABLE OF CONTENTS Executive Compensation (continued)
List of Most Important Financial Performance Measures The following table outlines what we believe to be our NEO’s key performance measures, in no particular order, given our status as a REIT. These key performance measures are further described in “2023 Company Performance Highlights” section on page 39 of this Proxy Statement. | Adjusted Funds from Operations (AFFO) per share | | | Net Debt to EBITDA | | | Annual Base Rent | | | Portfolio Diversification | |
We believe Adjusted Funds from Operations (AFFO) per share to be the most significant measure in determining the compensation of our NEOs because we believe it best reflects the core operating performance of our portfolio. In addition, AFFO per share is generally considered by analysts and investors to be an appropriate supplemental non-GAAP measure of performance for REITs and has utility in comparing our core operating performance between periods and to the core operating performance of comparable real estate companies. Pay Versus Performance Relationship Disclosures The chart below illustrates the correlation between NEO compensation actually paid (CAP) and net income for 2020, 2021, 2022, and 2023. *Net income for the year ended December 31, 2022, included a credit of $22.2 million related to the removal of reserves for unknown environmental remediation obligations at certain properties. GETTY REALTY 2024 Proxy Statement | | | 53
|
TABLE OF CONTENTS Executive Compensation (continued)
The chart below illustrates the correlation between NEO compensation actually paid (CAP) and AFFO per share for 2020, 2021, 2022, and 2023. The chart below provides a comparison between the Company total shareholder return against the total shareholder return of our peer group for 2020, 2021, 2022, and 2023. 54
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TABLE OF CONTENTS Executive Compensation (continued)
Equity Compensation Plans The following chart presents information regarding Getty’s equity compensation plans as of December 31, 2023: | Equity Compensation Committee Interlocks and Insider ParticipationPlans approved by stockholders: | | | | | | | | | | | | The members2004 Plan | | | 1,268,725(1) | | | $0.00 | | | 2,441,581(2) | | | Equity Compensation Plans not approved by stockholders | | | N/A | | | N/A | | | N/A | | | Total | | | | | | | | | | |
(1)
| Represents shares underlying outstanding vested and unvested RSUs that are settleable, in the discretion of the Compensation Committee, for calendar year 2021 were Messrs. Cooper, Coviello, Montag and Safenowitz. There were no Compensation Committee interlocks to report in 2021. TABLE OF CONTENTS
ADVISORY (NON-BINDING) VOTE
ON NAMED EXECUTIVE COMPENSATION (SAY-ON-PAY)
(Item No. 2 on the Proxy Card)
The Dodd-Frank Wall Street Reform and Consumer Protection Act,cash or the Dodd-Frank Act, requires that our stockholders have the opportunity to cast an advisory (non-binding) vote on named executive compensation, commonly referred to as a “Say-on-Pay” vote.
The Dodd-Frank Act also requires that a “say-on-frequency” vote be held at least every six years. At the Company’s 2017 Annual Meeting, we held a vote, on an advisory basis, on whether to hold an advisory vote on named executive compensation every year, every two years, or every three years. Accordingly, the next “say-on-frequency” vote will be held at the Company’s 2023 Annual Meeting. At the 2017 Annual Meeting, the Company’s stockholders voted, on an advisory basis, to recommend that the future advisory votes on named executive compensation be held annually, which was consistent with the recommendation of the Board of Directors. Accordingly, we have held an advisory vote on named executive compensation at each Annual Meeting since the 2017 Annual Meeting.
The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to approve the advisory vote on named executive compensation. For purposes of the advisory vote to approve the named executive officer compensation, abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.
The advisory vote on named executive compensation is a non-binding vote on the compensation of our NEOs as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement. The Compensation Discussion and Analysis section starts on page 30 of this Proxy Statement. Please read the Compensation Discussion and Analysis section which provides a detailed discussion of our executive compensation program and compensation philosophy, including information about 2021 compensation of our NEOs. This advisory vote on executive compensation is not a vote on our general compensation policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management.The vote solicited by this Proposal No. 2 is advisory and therefore is not binding on the Company, our Board of Directors or our Compensation Committee. The outcome of the vote will not require the Company, our Board of Directors or our Compensation Committee to take any action and will not be construed as overruling any decision by the Company, our Board of Directors or our Compensation Committee. Furthermore, because this non-binding, advisory vote primarily relates to the compensation of our NEOs that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board of Directors, including our Compensation Committee, values the opinions of our stockholders, and, to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. Stockholders will be asked at the Annual Meeting to approve the following resolution pursuant to this Proposal No. 2:
RESOLVED, that the stockholders of Getty Realty Corp. approve, on an advisory basis, the Named Executive Officer compensation as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in this proxy statement.
The Board of Directors unanimously recommends a vote “FOR” approval of the foregoing resolution. Proxies will be so voted unless stockholders specify otherwise in their proxies.
TABLE OF CONTENTS
REPORT OF THE AUDIT COMMITTEETo Our Stockholders:
This report addresses our compliance with rules of the Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (the “NYSE”) designed to enhance audit committee effectiveness to improve public disclosure about the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies.
Oversight ResponsibilitiesThe Audit Committee of the Board of Directors of Getty Realty Corp., a Maryland corporation (the “Company”), is responsible for providing objective oversightshares of the Company’s financial accounting and reporting functions, systemcommon stock.
|
(2)
| The 2004 Plan permits awards of internal control and audit process. The Audit Committee also oversees restricted stock, RSUs, cash, stock or other equity-based awards. |
GETTY REALTY 2024 Proxy Statement | | | 55
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TABLE OF CONTENTS Advisory (Non-Binding) Vote On Named Executive Compensation (Say-On-Pay)
(Item No. 2 on the Proxy Card) The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, requires that our stockholders have the opportunity to cast an advisory (non-binding) vote on named executive compensation, commonly referred to as a “Say-on-Pay” vote. The Dodd-Frank Act also requires that a “say-on-frequency” vote be held at least every six years. At the Company’s 2023 Annual Meeting, we held a vote, on an advisory basis, on whether to hold an advisory vote on named executive compensation every year, every two years, or every three years. Accordingly, the next “say-on-frequency” vote will be held at the Company’s 2029 Annual Meeting. At the 2023 Annual Meeting, the Company’s stockholders voted, on an advisory basis, to recommend that the future advisory votes on named executive compensation be held annually, which was consistent with the recommendation of the Board of Directors. Accordingly, we have held an advisory vote on named executive compensation at each Annual Meeting since the 2023 Annual Meeting. The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to approve the advisory vote on named executive compensation. For purposes of the advisory vote to approve the named executive officer compensation, abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal. The advisory vote on named executive compensation is a non-binding vote on the compensation of our NEOs as described in the “Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement. The “Compensation Discussion and Analysis” section starts on page 39 of this Proxy Statement. Please read the “Compensation Discussion and Analysis” section which provides a detailed discussion of our executive compensation program and compensation philosophy, including information about 2023 compensation of our NEOs. This advisory vote on executive compensation is not a vote on our general compensation policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management. The vote solicited by this Proposal No. 2 is advisory and therefore is not binding on the Company, our Board of Directors or our Compensation Committee. The outcome of the vote will not require the Company, our Board of Directors or our Compensation Committee to take any action and will not be construed as overruling any decision by the Company, our Board of Directors or our Compensation Committee. Furthermore, because this non-binding, advisory vote primarily relates to the compensation of our NEOs that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board of Directors, including our Compensation Committee, values the opinions of our stockholders, and, to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. Stockholders will be asked at the Annual Meeting to approve the following resolution pursuant to this Proposal No. 2: RESOLVED, that the stockholders of Getty Realty Corp. approve, on an advisory basis, the Named Executive Officer compensation as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in this proxy statement. The Board of Directors unanimously recommends a vote “FOR” approval of the foregoing resolution. Proxies will be so voted unless stockholders specify otherwise in their proxies. 56
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TABLE OF CONTENTS Report of the Audit Committee
This report addresses our compliance with rules of the Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (the “NYSE”) designed to enhance audit committee effectiveness to improve public disclosure about the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies. Oversight Responsibilities The Audit Committee of the Board of Directors of Getty Realty Corp., a Maryland corporation (the “Company”), is responsible for providing objective oversight of the Company’s financial accounting and reporting functions, system of internal control and audit process. The Audit Committee also oversees: ■ | the Company’s compliance with legal and regulatory requirements, |
■ | the independent auditors’ qualifications and independence, |
■ | the performance of the Company’s internal audit function and the independent auditors, |
■ | the Company’s compliance programs, including the Company’s Business Conduct Guidelines, and Complaint and Investigation Procedures, and the Company’s policies and procedures related to risk assessment and risk management. The Audit Committee operates under a written charter adopted by the Board of Directors that outlines its responsibilities and the procedures that it follows. A copy of the Audit Committee’s Charter is available on the Investor Relations section on the Company’s website located at www.gettyrealty.com and is available in print to any stockholder who requests it. The Audit Committee reviews and assesses the adequacy of its charter at least annually and, when appropriate, recommends to the Board of Directors changes to the charter to reflect the evolving role of the Audit Committee. As part of the foregoing process, in February 2022, the Audit Committee amended the Audit Committee’s Charter to codify the Audit Committee’s long-standing practice of overseeing |
■ | the Company’s policies and procedures related to risk assessment and risk management, including with respect to information security and data protection. |
The Audit Committee operates under a written charter adopted by the Board of Directors that outlines its responsibilities and the procedures that it follows. A copy of the Audit Committee’s Charter is available on the Investor Relations section on the Company’s website located at www.gettyrealty.com and is available in print to any stockholder who requests it. The Audit Committee reviews and assesses the adequacy of its charter at least annually and, when appropriate, recommends to the Board of Directors changes to the charter to reflect the evolving role of the Audit Committee. As part of the foregoing process, in February 2023, the Audit Committee’s Charter was revised to clarify that the Audit Committee’s oversight responsibilities for risk assessment and risk management expressly includes responsibility for climate related risks in the Company’s financial statements as and to the extent required by the applicable rules and regulations promulgated by the SEC or FASB. During 2023, as part of the Audit Committee’s oversight responsibilities, the Audit Committee undertook an extensive review of the Company’s insider trading policies and procedures to address, among other things, the SEC’s amendments to Rule 10b5-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended. As a result of this review by the Audit Committee, the Company’s insider trading policy was amended to, among other things, require pre-clearance of the adoption, amendment or termination of any Rule 10b5-1 trading plan by the Company’s insiders and to formalize the Company’s pre-clearance procedures for transactions in the Company’s securities by persons subject to the insider trading policy. Internal Control and Financial Reporting Process The Company’s management is responsible for the Company’s system of internal control and its financial reporting process. The independent registered public accountants, PricewaterhouseCoopers LLP, are responsible for performing an independent integrated audit of the Company’s consolidated financial statements and its internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon. The Audit Committee is responsible for the monitoring and oversight of these processes. Enterprise Risk Management The Audit Committee assists the Board of Directors in its oversight of the Company’s external and internal enterprise risks, which includes assessing such risks and the effectiveness of the Company’s risk mitigation efforts, as well as the Company’s policies and procedures relating to risk mitigation and risk control for the enterprise as a whole. The Audit Committee’s oversight function includes responsibility for evaluating the impact such risks and risk mitigation efforts have had or may have on the Company’s financial reporting process and financial reports. At each quarterly meeting, the Audit Committee receives a comprehensive enterprise risk management report from the Chief Executive Officer with respect to the Company’s enterprise risk management practices and risk mitigation efforts which includes a review of the developments in such risks or mitigation efforts from previous periods. The Audit Committee Chair reports to the full Board of Directors after each quarterly meeting on any material developments in these risks overseen by the Audit Committee and the full Board of Directors reviews these risks as they may impact the enterprise at large. Information Security and Data ProtectionAs part of the Audit Committee’s risk oversight function, at each quarterly meeting, the Audit Committee receives a report from its senior management, including its Chief Executive Officer, Chief Financial Officer or General Counsel, on the Company’s program, policies and procedures related to information security and data protection, including as they relate to financial reporting and controls and procedures with respect thereto. The Audit Committee Chair reports to the full Board of Directors after each quarterly meeting on any material developments overseen by the Audit Committee, including with respect to information security and data protection, and the full Board of Directors reviews these risks as they may impact the enterprise at large, including with respect to
45 GETTY REALTY 2024 Proxy Statement
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TABLE OF CONTENTS Report of the Audit Committee (continued)
risk management practices and risk mitigation efforts which includes a review of the developments in such risks or mitigation efforts from previous periods. The Audit Committee Chair reports to the full Board of Directors after each quarterly meeting on any material developments in these risks overseen by the Audit Committee and the full Board of Directors reviews these risks as they may impact the enterprise at large. Information Security and Data Protection As part of the Audit Committee’s risk oversight function, at each quarterly meeting, the Audit Committee receives a report from its senior management, including its Chief Executive Officer, Chief Financial Officer or General Counsel, on the Company’s program, policies and procedures related to information security and data protection, including as they relate to financial reporting and controls and procedures with respect thereto. The Audit Committee Chair reports to the full Board of Directors after each quarterly meeting on any material developments overseen by the Audit Committee, including with respect to information security and data protection, and the full Board of Directors reviews these risks as they may impact the enterprise at large, including with respect to information security and data protection. The Company utilizes a commercially available third-party hosted cloud network environment with commercially available systems, software, tools and monitoring to provide security to protect its information and data and alert it to potential information security breaches. The third party engaged by the Company to oversee and host its network was engaged, in part, because of its experience with information security and data protection and products designed to manage against information and data security breaches. The Company conducts mandatory annual cybersecurity training for employees and has information security and data privacy policies and procedures in place applicable to the Company’s directors, officers, and employees. In 2022, the Company engaged an outside consultant to conduct a cybersecurity assessment, the methodology for which assessment was based on information security frameworks and guidelines such as the National Institute of Standards and Technology (NIST), Center for Information Security (CIS), and ISO27001. The Company received the results of the assessment in December 2022, which management reviewed with the Audit Committee during the first quarter of 2023. In connection with its cybersecurity risk management program, the Company implemented a comprehensive cybersecurity incident response plan. The plan was developed with support from the Audit Committee and in consultation with key stakeholders across the Company to ensure it accurately reflects their respective roles and responsibilities. The incident response plan has been selectively disseminated throughout the organization to ensure appropriate coverage and to foster a cohesive and informed response to cybersecurity incidents. For the years ended December 31, 2021, 2020 and 2019 the Company did not incur any expenses for penalties or settlements related to any information security breaches experienced by the Company. Independence/QualificationsThe Audit Committee is composed entirely of non-employee directors. The Board of Directors determined that for the year ended December 31, 2023, 2022 and 2021 the Company did not have any incidents, nor incur any expenses for penalties or settlements, related to any information security breaches experienced by the Company.
Independence/Qualifications The Audit Committee is composed entirely of non-employee directors. The Board of Directors determined that for the year ended December 31, 2023 each member of the Audit Committee, consisting of Mr. Coviello and Mses. Infurna and Malanoski, was “independent”, as such term is defined in the listing standards of the NYSE, as well as under the additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules and that each member who served on the Audit Committee for 2023 is “financially literate”, as such term is defined in the listing standards of the NYSE. The Board of Directors also determined that for the year ended December 31, 2023, each member of the Audit Committee was “independent”, as such term is defined in the listing standards of the NYSE, as well as under the additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules and that each member who served on the Audit Committee for 2021 is “financially literate”, as such term is defined in the listing standards of the NYSE. The Board of Directors also determined that for the year ended December 31, 2021, Ms. Malanoski and Messrs. Coviello and Montag each qualified as an “audit committee financial expert” under the relevant rules of the SEC and each had the requisite accounting/financial management expertise required by the listing standards of the NYSE. Sarbanes-Oxley Act Compliance During the past year, the Audit Committee met regularly with management to assure that the Company’s internal control over financial reporting continued to meet applicable standards under the Sarbanes-Oxley Act and are compliant with the listing standards of the NYSE. The Company’s internal control over financial reporting was reviewed and tested by PricewaterhouseCoopers LLP, our independent auditors. Their report is included in our Annual Report on Form 10-K for the year ended December 31, 2023. At the Audit Committee meeting held on February 13, 2024, the Committee reviewed the Company’s internal control over financial reporting with management and PricewaterhouseCoopers LLP and determined that the Company is in compliance with the requirements applicable to it. During such meeting, neither management nor PricewaterhouseCoopers LLP identified any material weaknesses in the Company’s internal control over financial reporting. 58
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TABLE OF CONTENTS Report of the Audit Committee (continued)
With regard to our audited financial statements, the Audit Committee has: (1)
| reviewed and discussed the audited financial statements with management and with PricewaterhouseCoopers LLP; |
(2)
| discussed with PricewaterhouseCoopers LLP those matters required to be discussed under PCAOB standards, including those required by Auditing Standard No. 1301 (Communications with Audit Committees); |
(3)
| (a) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence, and (b) discussed with PricewaterhouseCoopers LLP their independence; and |
(4)
| based upon the review and discussions set forth in paragraphs (1) through (3) above, recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. At the Audit Committee meeting held on February 23, 2022, the Committee reviewed the Company’s internal control over financial reporting with management and PricewaterhouseCoopers LLP and determined that the Company is in compliance2023 filed with the requirements applicable to it.With regard to our audited financial statements, the Audit Committee has:
(1)
| reviewed and discussed the audited financial statements with management and with PricewaterhouseCoopers LLP;SEC. |
(2)
| discussed with PricewaterhouseCoopers LLP those matters required to be discussed under PCAOB standards, including those required by Auditing Standard No. 1301 (Communications with Audit Committees); |
(3)
| (a) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence, and (b) discussed with PricewaterhouseCoopers LLP their independence; and |
(4)
| based upon the review and discussions set forth in paragraphs (1) through (3) above, it was recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC. |
Prior to the filing with the SEC of each of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2021,Prior to the filing with the SEC of each of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2023, the Audit Committee Chairman or another member of the Audit Committee reviewed with the Company’s management and PricewaterhouseCoopers LLP the Company’s interim financial results to be included in such reports and the matters required to be discussed by Auditing Standard No. 1301. TABLE OF CONTENTS
The report of the Audit Committee should not be deemed incorporated by reference by any general statement incorporating this Proxy Statement by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically incorporates this information by reference, and should not otherwise be deemed filed under the Securities Act or the Exchange Act. Audit Committee: Philip E. Coviello (Chairman)
Evelyn León Infurna
| | | Audit Committee:
| | | | | | | | | | | | | | Philip E. Coviello (Chairman)
| | | | | | | Mary Lou Malanoski | | | | | | | Richard E. Montag
|
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RATIFICATION OF APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Item No. 3 on theGETTY REALTY 2024 Proxy Card)Statement
| | | On February 23, 2021,59
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TABLE OF CONTENTS Ratification of Appointment of Independent Registered Public Accounting Firm
(Item No. 3 on the Proxy Card) On February 13, 2024, the Audit Committee appointed the firm of PricewaterhouseCoopers LLP (“PwC”), subject to ratification by the stockholders at the Annual Meeting, to audit the accounts of Getty with respect to our operations for the year ending December 31, 2024 and to perform such other services as may be required. There are no affiliations between the Company and PwC, its partners, associates or employees, other than pertaining to its engagement as independent registered public accountants for the Company in previous years. Should PwC be unable to perform these services for any reason, the Audit Committee will appoint another independent registered public accounting firm to perform these services. As long as a quorum is present, a majority of votes cast at the Annual Meeting is necessary to ratify the appointment of the independent registered public accounting firm. For purposes of the appointment of PwC, 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 considered a “routine” matter under The New York Stock Exchange (“NYSE”) rules for which brokers, banks, nominees or other record holders have discretionary authority to vote without receiving instructions from the beneficial owner of the shares. See “Broker Non-Votes” at page 8 of this Proxy Statement for further information.) The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of PwC. The Audit Committee’s Pre-Approval Policy requires pre-approval of services to be provided by PwC. The policy authorizes the Audit Committee to delegate to one or more of its members, and the Audit Committee has delegated to each of its members, authority to pre-approve non-audit services. Each member is required to report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All of the non-audit services performed by PwC in 2022 and 2023 were pre-approved by the Audit Committee. The fees paid to PwC, our independent registered public accounting firm, related to services provided for the years ended December 31, 2023 and 2022 were as follows: | (a) Audit Fees(1) | | | $1,249,000 | | | $1,406,000 | | | (b) Audit Related Fees (assurance and related services reasonably related to audit or
review of financial statements not reported under (a)) | | | $— | | | $— | | | (c) Tax Fees (professional services for tax compliance, advice and planning)(2) | | | $427,000 | | | $384,000 | | | (d) All Other Fees | | | $— | | | $— | |
(1)
| Includes the aggregate fees and expenses paid for professional services rendered by PwC for the integrated audit of the Company’s annual consolidated financial statements for the year ending December 31, 2021 and to perform such other services as may be required. There are no affiliations between the Company and PwC, its partners, associates or employees, other than pertaining to its engagement as independent registered public accountants for the Company in previous years. Should PwC be unable to perform these services for any reason, the Audit Committee will appoint another independent registered public accounting firm to perform these services. As long as a quorum is present, a majority of votes cast at the Annual Meeting is necessary to ratify the appointment of the independent registered public accounting firm. For purposes of the appointment of PwC, 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 considered a “routine” matter under The New York Stock Exchange (“NYSE”) rules for which brokers, banks, nominees or other record holders have discretionary authority to vote without receiving instructions from the beneficial owner of the shares. See “Broker Non-Votes” at page 2 of this Proxy Statement for further information.) The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of PwC. The Audit Committee’s Pre-Approval Policy requires pre-approval of services to be provided by PwC. The policy authorizes the Audit Committee to delegate to one or more of its members, and the Audit Committee has delegated to each of its members, authority to pre-approve non-audit services. Each member is required to report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All of the non-audit services performed by PwC in 2020 and 2021 were pre-approved by the Audit Committee.
The fees payable to PwC, our independent registered public accounting firm, related to services provided for the years ended December 31, 2021 and 2020 were as follows:
(a) | | | Audit Fees(1) | | | $801,510 | | | $1,294,000 | (b) | | | Audit Related Fees (assurance and related services reasonably related to audit
or review of financial statements not reported under (a))(2) | | | $100,000 | | | $216,000 | (c) | | | Tax Fees (professional services for tax compliance, advice and planning)(3) | | | $341,000 | | | $307,000 | (d) | | | All Other Fees | | | $— | | | $— |
(1)
| Includes the aggregate fees and expenses paid for professional services rendered by PwC for the integrated audit of the Company’s annual consolidated financial statements for the year and of its internal control over financial reporting as of year-end and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for the year. |
(2)
| Represents fees for professional services rendered by PwC related to the comfort letters and other audit related services. |
(3)
| Represents fees for federal and state tax compliance, planning and tax research. |
Representatives of the firm of PwC are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from stockholders.
The Board of Directors recommends that you vote “FOR” the proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.and fees related to the comfort letters and registration statement procedures. 2022 comfort letter fees have been reclassified to conform to the current year presentation.
|
(2)
| Represents fees for federal and state tax compliance, planning and tax research. |
Representatives of the firm of PwC are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from stockholders. The Board of Directors recommends that you vote “FOR” the proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. 48 60
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APPROVAL OF THE CHARTER AMENDMENT PROPOSAL
(Item No. 4 on theGETTY REALTY 2024 Proxy Card)Statement
Our Board of Directors, based upon the recommendation of our Nominating/Corporate Governance Committee, has declared advisable and recommends that our stockholders approve an amendment to the Company’s Charter (the “Proposed Charter Amendment”) to provide the Company’s stockholders the power to alter, repeal, amend or rescind the Bylaws or to make new Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the matter pursuant to a binding proposal timely submitted by a stockholder (or stockholder group) that satisfies the ownership and other eligibility requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended, for the periods and as of the dates specified in Rule 14a-8. Additionally, the Proposed Charter Amendment will continue to reserve to our Board of Directors the power to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws. We refer in this Proxy Statement to this proposal for our stockholders to approve the Proposed Charter Amendment to provide both our Board of Directors and our stockholders the concurrent power to alter, repeal, amend or rescind the Bylaws or to make new Bylaws on the terms set forth in the form of Articles of Amendment annexed to this Proxy Statement on the attached Appendix A, as the “Charter Amendment Proposal.”
Background
On February 23, 2022, our Board of Directors, based upon the recommendation of our Nominating/Corporate Governance Committee, amended Article XIV of the Bylaws to provide that in addition to the power of our Board of Directors to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws, the Company’s stockholders have the power to alter, repeal, amend or rescind the Bylaws or to make new Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the matter pursuant to a binding proposal timely submitted by a stockholder (or stockholder group) that satisfies the ownership and other eligibility requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended, for the periods and as of the dates specified in Rule 14a-8. Previously, Article XIV of the Bylaws provided that our Board of Directors had the exclusive power to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws. The amendment to Article XIV of the Bylaws was effectively immediately upon approval our Board of Directors.
As of the date of this Proxy Statement, our Charter is silent as to the rights of the stockholders and our Board of Directors to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws. Accordingly, Article XIV of the Bylaws is subject to subsequent amendment by either (a) our Board of Directors, or (b) by the Company’s stockholders by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the matter pursuant to a binding proposal timely submitted by a stockholder (or stockholder group) that satisfies the ownership and other eligibility requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended, for the periods and as of the dates specified in Rule 14a-8.
Our Board of Directors and our Nominating/Corporate Governance Committee are committed to good corporate governance and each carefully considered the advantages and disadvantages of adopting a change to both our Charter and Bylaws to allow for both our stockholders, as well as our Board of Directors, to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws on the terms set forth in the Proposed Charter Amendment and Article XIV of the Bylaws, respectively. (For additional information regarding the recent corporate governance actions that our Nominating/Corporate Governance Committee and our Board of Directors have taken, please refer to “Corporate Governance and Related Matters—Committees—Nominating/Corporate Governance Committee— Governance Oversight—Stockholder Ability to Amend the Company’s Bylaws; Opt Out of the Maryland Unsolicited Takeover Act.”) The Company’s Bylaws establish a number of fundamental corporate governance operating principles, including rules for meetings of directors and stockholders and the election and duties and responsibilities of directors and officers, among other provisions. In the past, our Board of Directors believed that the position under the Maryland General Corporation Law provided an effective means for our Board of Directors to ensure that any amendments to our Bylaws were prudent and designed to protect and maximize long-term value for all stockholders. More recently, the Nominating/Corporate Governance Committee considered the various positions for and against allowing stockholders to amend the Bylaws. After weighing these considerations, and upon the recommendation of the Nominating/Corporate Governance Committee, our Board of Directors has determined that it is advisable, subject
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to approval of the Charter Amendment Proposal by the stockholders, to amend the Charter to ensure our Board of Directors and the stockholders will have the power to alter, repeal, amend or rescind the Bylaws or to make new Bylaws as contemplated in the Proposed Charter Amendment. If the Charter Amendment Proposal is approved, any subsequent amendments to repeal the new Section 6.10 of Article VI set forth in the proposed Articles of Amendment reserving to both our Board of Directors and the Company’s stockholders the power to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws on the terms therein set forth would require approval by the affirmative vote of the holders of a majority of the shares entitled to be cast on the matter. Our Board of Directors believes that this is an appropriate protection of our stockholders’ power to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws.
The general description of the Proposed Charter Amendment set forth above is qualified in its entirety by reference to the text of the Proposed Charter Amendment, which is contained in a proposed new Section 6.10 of Article VI set forth in the proposed Articles of Amendment attached as Appendix A to this Proxy Statement and is incorporated by reference herein. The Proposed Charter Amendment is analogous to the amendment to Article XIV of the Bylaws that was previously approved by the Board of Directors. Article XIV of the Bylaws, as amended on February 23, 2022, is set forth in Appendix B attached to this Proxy Statement.
Effects of the Charter Amendment Proposal
If the Charter Amendment Proposal is approved by the requisite vote of our stockholders described below under the caption “Vote Required,” the Proposed Charter Amendment will become effective upon the filing of Articles of Amendment with the State Department of Assessments and Taxation in Maryland (the “SDAT”) and reflect the adoption of a new Section 6.10 of Article VI of the Charter. If the Charter Amendment Proposal is not approved by the requisite vote of our stockholders, then the Articles of Amendment will not be filed with the SDAT and our Charter will not reserve to both our Board of Directors and our stockholders the power to alter, repeal, amend or rescind the Bylaws or to make new Bylaws on the terms set forth in the Articles of Amendment. Article XIV of our Bylaws, however, will continue to provide that, in addition to the power of our Board of Directors to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws, the Company’s stockholders have the power to alter, repeal, amend or rescind the Bylaws or to make new Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the matter pursuant to a binding proposal timely submitted by a stockholder (or stockholder group) that satisfies the ownership and other eligibility requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended, for the periods and as of the dates specified in Rule 14a-8.
Vote Required
Pursuant to Getty’s Charter, the Charter Amendment Proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the proposal at the Annual Meeting. For purposes of the Charter Amendment Proposal, abstentions will have the same effect as a vote against the proposal. Broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.
The Board of Directors unanimously recommends that you vote “FOR” the Charter Amendment Proposal.
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DEADLINES FOR SUBMITTING STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETINGStockholder proposals to be considered for inclusion in next year’s Proxy Statement pursuant to Rule 14a-8 under the Exchange Act must be received by November 17, 2022. Any stockholder proposal or director nomination to be presented at the 2023 annual meeting that is not intended to be included in next year’s Proxy Statement will be considered untimely if we receive it before January 26, 2023 or after February 25, 2023. Such proposals and nominations also must be made in accordance with our Bylaws. An untimely proposal may be excluded from consideration at the 2023 annual meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEPursuant to Section 16(a) of the Exchange Act and the rules issued thereunder, Getty’s officers and directors are required to file reports of ownership and changes in ownership of Getty equity securities with the SEC and the NYSE. As a matter of practice, our administrative staff assists our executive officers and directors in preparing initial ownership reports and reporting ownership changes, and typically files those reports on their behalf. Based solely on a review of the Forms 3, 4 and 5 filed with the SEC during 2021 and written representations provided by our directors and officers, Getty believes that during 2021 all of our officers and directors complied with the Section 16(a) requirements.
Management does not know of any matters, other than those referred to above, to be presented at the meeting for action by the stockholders. However, if any other matters are properly brought before the meeting, or any adjournment or adjournments or postponements thereof, we intend to cast votes pursuant to the proxies with respect to such matters in accordance with the best judgment of the persons acting under the proxies.
We are furnishing proxy materials to our stockholders through the internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many stockholders will receive the Notice of Internet Availability instead of a paper copy of the Notice of Annual Meeting of Stockholders and Proxy Statement, our proxy card, and our Annual Report to Stockholders. Stockholders who do not receive a Notice of Internet Availability will receive a paper copy of the proxy materials by mail. The Notice of Internet Availability instructs you how you may submit your proxy over the internet. If your shares are held in “street name”, which means they are held for your benefit in the name of a broker, bank, nominee or other record holder, you will receive instructions from your broker, bank, nominee or other record holder on how you can indicate the votes you wish to cast with respect to your shares. Please be aware that beneficial owners of shares held in “street name” must enter the control number found on their proxy card, voting instruction form or Notice of Internet Availability in order to vote during the virtual Annual Meeting. You may revoke your proxy at any time prior to it being exercised. Record holders may revoke their proxy by voting via the website during the meeting or by submitting a new proxy, dated after the date of the proxy to be revoked, to the Secretary of the Company at the Company’s address shown on the cover
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TABLE OF CONTENTS Deadlines for Submitting Stockholder Nominees for Director and Other Stockholder Proposals for the 2025 Annual Meeting Stockholder proposals to be considered for inclusion in next year’s Proxy Statement pursuant to Rule 14a-8 under the Exchange Act must be received by November 16, 2024. Any stockholder proposal or director nomination to be presented at the 2025 annual meeting that is not intended to be included in next year’s Proxy Statement will be considered untimely if we receive it before January 25, 2025 or after February 24, 2025. Such proposals and nominations also must be made in accordance with our Bylaws. An untimely proposal may be excluded from consideration at the 2025 annual meeting. A stockholder who wishes to nominate a director at the 2025 annual meeting must notify us in writing no earlier than January 25, 2025 and no later than February 24, 2025. The notice must be given in the manner and must include the information and representations required by our Bylaws and Rule 14a-19 under the Exchange Act. In order to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act (as well as the information required by our Bylaws) no later than February 25, 2025. Management does not know of any matters, other than those referred to above, to be presented at the meeting for action by the stockholders. However, if any other matters are properly brought before the meeting, or any adjournment or adjournments or postponements thereof, we intend to cast votes pursuant to the proxies with respect to such matters in accordance with the best judgment of the persons acting under the proxies. We are furnishing proxy materials to our stockholders through the internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many stockholders will receive the Notice of Internet Availability instead of a paper copy of the Notice of Annual Meeting of Stockholders and Proxy Statement, our proxy card, and our Annual Report to Stockholders. Stockholders who do not receive a Notice of Internet Availability will receive a paper copy of the proxy materials by mail. The Notice of Internet Availability instructs you how you may submit your proxy over the internet. If your shares are held in “street name”, which means they are held for your benefit in the name of a broker, bank, nominee or other record holder, you will receive instructions from your broker, bank, nominee or other record holder on how you can indicate the votes you wish to cast with respect to your shares. Please be aware that beneficial owners of shares held in “street name” must enter the control number found on their proxy card, voting instruction form or Notice of Internet Availability in order to vote during the virtual Annual Meeting. You may revoke your proxy at any time prior to it being exercised. Record holders may revoke their proxy by voting via the website during the meeting or by submitting a new proxy, dated after the date of the proxy to be revoked, to the Secretary of the Company at the Company’s address shown on the first page of this Proxy Statement, prior to the Annual Meeting. If your shares are held in “street name”, you must contact your broker, bank, nominee or other record holder for instructions on revoking your proxy. Brokerage houses and other custodians will be requested to forward solicitation material to beneficial owners of stock that they hold of record. We will reimburse brokerage houses, banks and custodians for their out of pocket expenses in forwarding proxy material to the beneficial owners. The cost of this solicitation, which will be effected by mail, will be borne by us. March , 2022
| | | | | | | By Order of the Board of Directors,
| | | | | | | | /s/ JOSHUA DICKER
| | | | Joshua DickerMarch 13, 2024 | | | By Order of the Board of Directors, | | | | | | | | /s/ Joshua Dicker
Executive Vice President, Secretary and General Counsel |
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GETTY REALTY CORP. 2024 Proxy Statement | | |
ARTICLES OF AMENDMENT
GETTY REALTY CORP., a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland in Baltimore County, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended to add a new Section 6.10 to Article VI of the Charter as follows:
“Section 6.10. Bylaw Amendments.
Section 6.10.1 By Directors. The Board of Directors of the Corporation is authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation.
Section 6.10.2 By Stockholders. Pursuant to a binding proposal submitted for approval by the stockholders at a duly called annual meeting or special meeting of stockholders by a stockholder (or group of stockholders) that (a) provides to the secretary of the Corporation a timely notice of such proposal that satisfies the applicable notice procedures and all other relevant provisions of Section 3 and Section 12 of Article II of the Bylaws of the Corporation (or any successor provisions thereof), and applicable law, and (b) satisfies the ownership and other eligibility requirements of Rule 14a-8 under the U.S. Exchange Act of 1934, as amended, for the periods and as of the dates specified therein, the stockholders shall have the power to make, repeal, alter, amend and rescind the Bylaws if approved by the affirmative vote of a majority of all votes entitled to be cast on the matter.”
SECOND: The foregoing amendment does not increase the authorized stock of the Corporation.
THIRD: The foregoing amendment to the Charter of the Corporation has been advised by the Board of Directors and approved by the stockholders of the Corporation.
FOURTH: The foregoing amendment to the Charter of the Corporation shall become effective upon acceptance for record by the Maryland State Department of Assessments and Taxation.
FIFTH: The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the act and deed of the Corporation, and further, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer of the Corporation acknowledges that to the best of his knowledge, information and belief, these matters and facts relating to the Corporation are true in all material respects and that this statement is made under the penalties for perjury.
[Signature page follows]
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Executive Vice President, General Counsel and Secretary on this day of , 2022.
ATTEST:
| | | GETTY REALTY CORP.61
| | | | | | | | | | | | | | | | | By:
| | | | Name:
| | | Joshua Dicker
| | | | | | Name:
| | | Christopher J. Constant
| Title:
| | | Executive Vice President, General Counsel and Secretary
| | | | | | Title:
| | | President and Chief Executive Officer
|
Signature Page to Articles of Amendment for Getty Realty Corp.
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ARTICLE XIV
AMENDMENT OF BYLAWS
Section 1. By Directors. The Board of Directors shall have the power to adopt, alter, amend, or repeal any provision of these Bylaws and to make new Bylaws.
Section 2. By Stockholders. Pursuant to a binding proposal submitted for approval by the stockholders at a duly called annual meeting or special meeting of stockholders by a stockholder (or group of stockholders) that (a) provides to the secretary of the Corporation a timely notice of such proposal that satisfies the applicable notice procedures and all other relevant provisions of Section 3 and Section 12 of Article II of the Bylaws of the Corporation (or any successor provisions thereof), and applicable law, and (b) satisfies the ownership and other eligibility requirements of Rule 14a-8 under the U.S. Exchange Act of 1934, as amended, for the periods and as of the dates specified therein, the stockholders shall have the power to make, repeal, alter, amend and rescind the Bylaws if approved by the affirmative vote of a majority of all votes entitled to be cast on the matter.
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