DEF 14A of Epr Properties, Mar 27, 2025

DEF 14A of Epr Properties

Filed Mar 27, 2025 · FY20240001045450-25-000068

Open on EDGAR

  1. (Serving and Nominated for a Term Expiring at the 2025 Annual Meeting)

    | Peter C. Brown | Trustee since: 2010 and Nominee | Age: 66 | Independent | | | Mr. Brown is Chairman of Grassmere Partners, LLC, a private investment firm. Prior to founding Grassmere Partners, Mr. Brown served as Chairman of the Board, Chief Executive Officer and President of AMC Entertainment Inc., one of the world’s leading theatrical exhibition and entertainment companies, from July 1999 until his retirement in February 2009. He joined AMC in 1990 and served as AMC’s President from January 1997 to July 1999, and Senior Vice President and Chief Financial Officer from 1991 to 1997. Mr. Brown served as the non-executive Chairman of the Board of Trustees of the Company from 1997 to 2003. Mr. Brown currently serves on the board of directors and audit and finance committees of Lumen Technologies, Inc., a NYSE-listed global communications and technology company that delivers a platform for applications and data to consumers, businesses, governments and communities. He also serves on the board of directors and audit, compensation and nominating committees of Cinedigm Corp., a NASDAQ-listed provider of premium content, streaming channels and technology services to the world’s largest media, technology and retail companies. Mr. Brown has also previously served on the boards of National CineMedia, Inc., Midway Games, Inc., LabOne, Inc., Protection One, Inc. and CEC Entertainment, Inc. Mr. Brown is a graduate of the University of Kansas. | | | | William P. Brown | Trustee since: 2024 and Nominee | Age: 65 | Independent | | | William P. (Liam) Brown has served as Group President, United States and Canada of Marriott International, Inc. ("Marriott") since January 2021, and in that role is responsible for developing and managing Marriott's portfolio in the region. Prior to this role, Mr. Brown served as the President and Managing Director of Europe of Marriott from 2018 to 2019, followed by Group President of Europe, Middle East & Africa of Marriott in 2020. Mr. Brown joined Marriott in 1989 and served as President for Franchising, Owner Services and Managed by Marriott Select Brands, North America from 2012 to 2018. Other key positions previously held by Mr. Brown with Marriott include Chief Operations Officer for the Americas for Select Service & Extended Stay Lodging and Owner & Franchise Services, as well as Senior Vice President and Executive Vice President of Development for Marriott’s Select Service & Extended Stay lodging products. Mr. Brown also serves on the Executive Committee of the American Hotel and Lodging Association. He holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College and earned his Master of Business Administration from the Robert H. Smith School of Management at the University of Maryland. | | |

  2. (Serving and Nominated for a Term Expiring at the 2025 Annual Meeting)

    | John P. Case III | Trustee since: 2023 and Nominee | Age: 61 | Independent | | | Mr. Case was a Partner and Senior Advisor for Ares Net Lease on a part time basis from 2021 to 2023. Prior to joining Ares in 2021, Mr. Case served as the Chief Executive Officer, President and Director of Realty Income Corporation (an S&P 500 company), beginning in 2013. He served as Executive Vice President, Chief Investment Officer of Realty Income Corporation from 2010 to 2013. Additionally, Mr. Case served on the Board of Directors of Duke Realty Corporation from 2018 to 2022 before it was acquired by Prologis, Inc. He has served on the Executive Board of the National Association of Real Estate Investment Trusts as well as on The Real Estate Roundtable. Prior to joining Realty Income, Mr. Case served for 19 years as a New York-based real estate investment banker. He began his investment banking career at Merrill Lynch, where he worked for 14 years, and was named a Managing Director in 2000. Following his tenure at Merrill Lynch, Mr. Case was co-head of Americas Real Estate Investment Banking at UBS and later the co-head of Real Estate Investment Banking for RBC Capital Markets, where he also served on the firm’s Global Investment Banking Management Committee. During Mr. Case’s investment banking career, he was responsible for more than $100 billion in real estate capital markets and advisory transactions. Mr. Case currently serves on the Board of Trustees of Washington and Lee University. Mr. Case holds a B.A. from Washington and Lee University in Economics and an M.B.A. from the University of Virginia Darden School of Business. | | | | James B. Connor | Trustee since: 2019 and Nominee | Age: 66 | Independent | | | Mr. Connor was the Chairman, Chief Executive Officer and a member of the Board of Directors of Duke Realty Corporation before it was acquired by Prologis, Inc. in 2022. Prior to being named Chairman and Chief Executive Officer, Mr. Connor held various senior management positions with Duke Realty Corporation, including President and Chief Executive Officer from January 1, 2016 through April 25, 2017, Senior Executive Vice President and Chief Operating Officer from 2013 to 2015, Senior Regional Executive Vice President from 2011 to 2013, and Executive Vice President Midwest region from 2003 to 2010. Prior to joining Duke Realty Corporation in 1998, Mr. Connor held numerous executive and brokerage positions with Cushman & Wakefield, most recently serving as Senior Managing Director for the Midwest area. Mr. Connor currently serves on the boards of Prologis, Inc., a NYSE listed real estate investment trust that owns, operates and develops logistics real estate around the world, and Healthpeak Properties, Inc., a NYSE listed real estate investment trust that owns, operates and develops high quality healthcare real estate. Mr. Connor also serves as a Trustee for Roosevelt University in Chicago. Mr. Connor has a Bachelor’s Degree in Business Administration and Real Estate Finance from Western Illinois University. | | |

  3. (Serving and Nominated for a Term Expiring at the 2025 Annual Meeting)

    | Virginia E. Shanks | Trustee since: 2019 and Nominee | Age: 64 | Lead Independent Trustee | | | Ms. Shanks served as a Strategic Advisor for Penn National Gaming, Inc., a NASDAQ-listed casino entertainment company (“Penn National”), from October 2018 until January 2020. She previously served as Executive Vice President and Chief Administrative Officer of Pinnacle Entertainment, Inc. (“Pinnacle”), a casino entertainment company, from July 2013 until October 15, 2018 when Pinnacle merged with Penn National. From October 2010 to June 2013, Ms. Shanks served as Executive Vice President and Chief Marketing Officer of Pinnacle. Prior to joining Pinnacle, she was Chief Marketing Officer for Multimedia Games Inc. from 2008 to 2010. Prior to 2008, Ms. Shanks held senior executive positions for more than 25 years at the property, division and corporate levels of Caesars Entertainment Corp., including Senior Vice President of Brand Management. Ms. Shanks serves on the board of directors, serves as the Chair of the finance committee and is a member of the compensation and innovation committees of Altria Group, Inc., a NYSE-listed producer and marketer of tobacco, cigarettes and related products. Ms. Shanks also serves on the board of directors, the audit committee, and the compensation and compliance committees of Light & Wonder, Inc., a NASDAQ-listed global leader in cross-platform games and entertainment. Ms. Shanks received a B.S. from the University of Nevada. | | | | Gregory K. Silvers | Trustee since: 2015 and Nominee | Age: 61 | | | | Mr. Silvers was appointed as our Chairman in May 2022 and as our Chief Executive Officer and President in February 2015. Prior to being appointed as our Chief Executive Officer and President, Mr. Silvers served as our Executive Vice President since February 2012, Chief Operating Officer since 2006 and Chief Development Officer since 2001. Mr. Silvers previously served as our Vice President from 1998 until February 2012 and as our Secretary and General Counsel from 1998 until October 2012. From 1994 to 1998, he practiced with the law firm of Stinson LLP specializing in real estate law. Mr. Silvers received his J.D. in 1994 from the University of Kansas. | | |

  4. (Serving and Nominated for a Term Expiring at the 2025 Annual Meeting)

    | Robin P. Sterneck | Trustee since: 2013 and Nominee | Age: 67 | Independent | | | Ms. Sterneck runs her own company, Highland Birch Group, a private business consulting firm, and splits her time as co-owner with Sterneck Capital Management, LLC. Prior to founding Highland Birch Group, Ms. Sterneck served in various capacities at Swiss Reinsurance (“Swiss Re”), a leading wholesale provider of reinsurance, insurance and other insurance-based forms of risk transfer, including serving as Managing Director, Head of Global Talent from January 2009 until her retirement in September 2009, and as Managing Director, Head of Commercial Insurance from 2006 until 2009. Ms. Sterneck joined Swiss Re upon its acquisition of GE Insurance Solutions in 2006. Prior to the acquisition, Ms. Sterneck served in a number of positions at GE Insurance Solutions beginning in 1999, including Head of the Commercial Insurance Division, a member of the Executive Leadership Team and a Global Marketing Leader. She also served as Senior Vice President of GE Capital from 1996 until 2006, and she previously held a number of positions with various subsidiaries of General Electric Co. (“GE”). Prior to joining GE in 1996, Ms. Sterneck spent 15 years in investment banking and public finance, including serving as Managing Director of Public Finance for Clayton Brown & Associates and as Senior Vice President for Shearson Lehman Brothers. Ms. Sterneck currently serves as Co-Chair of the Kansas City Chapter of the Women Corporate Directors Foundation and has served on numerous non-profit and private company boards. She has been a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. NACD Fellowship is a comprehensive and continuous program of study that empowers directors with the latest insights, intelligence and leading boardroom practices. Ms. Sterneck received a B.S. in Science from Trinity College of Vermont and an M.B.A. from Tulane University. | | | | John Peter Suarez | Trustee since: 2025 and Nominee | Age: 61 | Independent | | | John Peter “JP” Suarez served as the Executive Vice President, Regional Chief Executive Officer and Chief Administration Officer, Interim CEO Walmart Canada and as a member of the Executive Committee of Walmart International, leading a team of more than 2,000 employees, from 2018 until his retirement in 2023. From 2015 to 2018, he served as Executive Vice President and President of the Realty Division at Walmart Inc. and held a variety of other executive positions since joining Walmart Inc. in 2004, including Senior Vice President, Realty, Construction, and Strategy; Senior Vice President, Business Development, Walmart International; Senior Vice President and General Counsel, Walmart International; Senior Vice President, Chief Compliance Officer; Senior Vice President, Asset Protection and Vice President and General Counsel, SAM'S Club. Earlier in his career, he was nominated by President Bush and confirmed by the U.S. Senate to serve as the U.S. Environmental Protection Agency Assistant Administrator, Office of Enforcement and Compliance Assurance. Mr. Suarez also served as the Director of the Division of Gaming Enforcement in New Jersey, and was also an Assistant U.S. Attorney for the District of New Jersey. Mr. Suarez currently serves as a member of the ICSC Board of Trustees and sits on the Executive Board and was recently selected as Vice Chair. He is a member of the Board of Directors and Audit Committee of Brixmor Property Group, an NYSE-listed real estate investment trust that owns and operates a national portfolio of open-air shopping centers. He previously served on the Board of Directors and Audit Committee and was the Chair of the Social and Ethics Committee of Massmart, Inc., a South African retail and wholesale group and formerly JSE-listed subsidiary of Walmart. Mr. Suarez received a B.A. from Tufts University and a J.D. from the University of Pennsylvania Law School. | | |

  5. (Serving and Nominated for a Term Expiring at the 2025 Annual Meeting)

    | Lisa G. Trimberger | Trustee since: 2022 and Nominee | Age: 64 | Independent | | | Ms. Trimberger is a principal and co-owner of a private investment company, Mack Capital Investments LLC. Ms. Trimberger retired as an audit partner of Deloitte & Touche LLP in 2014 after 31 years with the firm. As a lead client service and audit partner, Ms. Trimberger audited and consulted with the management and boards of publicly traded companies, including real estate investment trusts, and worked on significant corporate transactions and control and risk-assessment matters. During her tenure at Deloitte & Touche LLP, Ms. Trimberger served as co-chair of the Nominating Committee of the Board of Directors and as a leader of the firm’s National Women’s Initiative for the development and retention of women professionals. She currently serves on the board, as chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee of COPT Defense Properties (NYSE: CDP) that owns, manages, leases, develops and acquires office and data center shell properties. She also serves on the board, as chair of the Audit Committee and a member of the Remuneration Committee of Luxfer Holdings PLC (NYSE: LXFR), a global industrial company in highly-engineered advanced materials. Ms. Trimberger is a member of the NACD and the National Association of Real Estate Investment Trusts. She is an NACD Board Leadership Fellow and earned the CERT Certificate in Cybersecurity Oversight as developed by NACD, Ridge Global and Carnegie Mellon University’s CERT division. Ms. Trimberger has also completed the Women’s Director Development Executive Program at J.L. Kellogg School of Management of Northwestern University. Ms. Trimberger holds a B.S. degree in Accounting from St. Cloud State University and is a certified public accountant. | | | | Caixia Y. Ziegler | Trustee since: 2022 and Nominee | Age: 52 | Independent | | | Ms. Ziegler has been the Managing Director of Real Assets and Sustainable Investments at The John D. and Catherine T. MacArthur Foundation (the “MacArthur Foundation”) since 2022 and prior to 2022 as Managing Director of Real Assets since 2017. Prior to joining the MacArthur Foundation, she was Head of Real Estate at the Ford Foundation between 2014 and 2017. Between 2004 and 2014, she held investment management positions at the National Railroad Retirement Investment Trust (“NRRIT”), including Director of Global Real Assets. Prior to joining NRRIT, she spent six years with United Technologies Corporation in various treasury, finance and investment positions. During her career, she committed over $3 billion of capital in private equity real estate partnerships across geography and property sectors. She has served on numerous Limited Partner Advisory Committees and worked with General Partners on governance, conflicts of interest and succession planning issues. She is a past Board member of the Pension Real Estate Association, a current member of the Limited Partner Advisory Council of SEO, and serves on the Limited Partner Advisory Committee of various private equity real estate funds. Ms. Ziegler holds a Bachelor’s degree in International Business from Xiamen University and an MBA from Wake Forest University. | | |

  6. ADDITIONAL INFORMATION CONCERNING THE BOARD OF TRUSTEES

    ADDITIONAL INFORMATION CONCERNING THE BOARD OF TRUSTEES Our Board of Trustees is committed to effective company governance. We have adopted Company Governance Guidelines, Independence Standards for Trustees and a Code of Business Conduct and Ethics for all officers, employees and trustees. Those documents and the charters of our Audit Committee, Nominating/Company Governance Committee and Compensation Committee may be found on the Company Governance page within the Corporate Responsibility section of our website at www.eprkc.com and are available in print to any shareholder or interested party who requests them. Requests for printed copies of our Company Governance Guidelines, Independence Standards for Trustees, Code of Business Conduct and Ethics or any charters of our Board committees should be submitted in writing to the Secretary of the Company at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106.

  7. Trustee Compensation for Fiscal 2024

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2)(3) | Option Awards (4) | Non-Equity Incentive Plan Compensa- tion | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Peter C. Brown | $88,750 | $147,855 | — | — | — | — | $236,605 | | William P. Brown(5) | 57,413 | 121,517 | — | — | — | — | 178,930 | | John P. Case III | 95,000 | 159,955 | — | — | — | — | 254,955 | | James B. Connor | 120,000 | 172,055 | — | — | — | — | 292,055 | | Virginia E. Shanks | 125,000 | 174,508 | — | — | — | — | 299,508 | | Robin P. Sterneck | 120,000 | 159,955 | — | — | — | — | 279,955 | | Lisa G. Trimberger | 113,750 | 172,055 | — | — | — | — | 285,805 | | Caixia Y. Ziegler | 101,250 | 159,955 | — | — | — | — | 261,205 |

  8. Compensation Philosophy

    The AIP evaluates performance over a short-term based on the achievement of financial, operational and strategic performance metrics, which drive shareholder value. For 2024, these metrics were: •Funds from operations ("FFO"), as adjusted, per Share •Investment spending •Personal performance Performance bonuses awarded under the AIP are payable in cash, nonvested restricted common shares, or a combination of cash and nonvested restricted common shares, at the election of the executive. We incent executives to elect to receive AIP awards in nonvested restricted common shares by valuing the equity award at an amount equal to 150% of the cash amount the executive otherwise would have received, further aligning their interests with our shareholders. For 2024, our NEOs, other than Tonya Mater, elected to receive 100% of their bonuses in nonvested restricted common shares, and Ms. Mater elected to receive 25% of her bonus in cash. A significant portion of the LTI awards are awarded based on the Company’s total shareholder return relative to comparable REITs over multiple years and growth in adjusted funds from operations per diluted share (“AFFO per Share”). In addition, a portion of the LTI awards are made in the form of nonvested restricted common shares to enhance our ability to recruit and retain executives. Both AIP and LTI equity awards vest annually over time (three years for AIP awards and four years for LTI restricted stock awards), which is intended to incent retention and stability among the Company’s executives. Beginning in 2024, the LTI was adjusted to increase the threshold required for the awards to be paid at target from the 50th percentile to the 55th percentile for the metrics based on the Company’s total shareholder return (“TSR”) compared to the TSR of the Company’s peer group and compared to the TSR of the MSCI US REIT Index. The compensation of our NEOs in 2024 reflects our philosophy of aligning the interests of our executives and our shareholders. For our CEO, the specific components of total direct compensation (excluding perquisites and other personal benefits) for 2024 are illustrated by the chart below on the left. This chart shows that performance-based LTI awards comprised approximately 37% of his total direct compensation and performance-based AIP awards comprised approximately 35% of his total direct compensation, all of which was at-risk. The chart below on the right illustrates the specific components of our other NEOs’ average total direct compensation for 2024 (excluding perquisites and other personal benefits). The chart shows that performance-based LTI awards comprised approximately 28% of their total direct compensation and performance-based AIP equity awards comprised approximately 35% of their total direct compensation, all of which was at-risk. The components depicted below are more fully described beginning on page 40.

  9. Key Features of our Executive Compensation Program

    | What We Do | What We Don’t Do | | ✓The majority of total compensation is at-risk and tied to performance (i.e., not guaranteed); fixed salaries comprise a modest portion of each NEO’s overall compensation opportunity ✓We enhance executive officer retention with time-based, multi-year vesting schedules for certain equity incentive awards ✓To set variable pay, we establish performance goals for management, assess performance against these goals and compare our performance on key metrics against other comparable triple-net lease REITs ✓Multi-year, long-term incentive equity awards use relative TSR as principal metrics ✓We have market leading share ownership guidelines relative to our peers for our executives and trustees ✓We engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent trustees ✓We incentivize executives to elect to receive AIP awards in the form of unvested, restricted common shares instead of cash by valuing the equity award at a premium, further aligning their interests with our shareholders ✓We maintain a compensation recovery policy (“clawback policy”) applicable to executive officer incentive compensation that complies with applicable NYSE listing standards | ✗We do not provide our executives and will not provide any new executives with tax gross-ups with respect to payments made in connection with a change of control ✗We do not allow hedging or pledging of Company securities ✗We do not encourage unnecessary or excessive risk taking as a result of our compensation policies; annual incentive compensation is not based on a single performance metric and we do not have guaranteed minimum payouts ✗We do not allow for repricing of common share options ✗We do not provide excessive perquisites; our perquisites are market competitive to incent executive retention |

  10. Executive Compensation Program Summary

    •Performance bonuses awarded under the AIP are payable in cash, unvested restricted common shares, or a combination of cash and unvested restricted common shares, at the election of the executive. We incent executives to elect to receive AIP awards in unvested restricted common shares by valuing the equity award at an amount equal to 150% of the cash amount the executive otherwise would have received, further aligning their interests with our shareholders. With four exceptions, for the ten years prior to 2024, each of the NEOs elected to receive 100% of their AIP payments in unvested restricted common shares, demonstrating strong alignment between our executives’ interests and our shareholders’ interests. •LTI awards are based primarily on measures of long-term shareholder return and earnings growth, which the Compensation Committee believes is the best method to align management’s incentives with the long-term interests of the Company’s shareholders. LTI awards are also made to incent executive retention. •LTI awards are granted 2/3 in the form of PSUs which are earned based on the achievement of performance metrics tied to TSR and AFFO per Share over a three-year period, and 1/3 in the form of restricted shares which vest ratably over four years. •This combination of performance-based grants and time-based equity awards was designed to establish a proper balance of short-term and long-term performance incentives with strong retention incentives. •Time-based vesting of both AIP and a portion of the LTI equity awards (three years for AIP awards and four years for LTI restricted stock awards) is intended to incent retention and stability among the Company’s executives. The following charts illustrate the alignment between the compensation paid to our NEOs and our shareholders’ interests. By design, a majority of each NEO’s compensation is payable in equity and at risk. Base salaries are paid in cash, while AIP awards are paid in cash, unvested restricted common shares, or a combination of both, at the executive’s election, and 100% of the LTI opportunities are payable in common shares. The charts on the left depict the allocation if the executives had elected to receive AIP award in cash, and the charts on the right show the actual allocation based on each executive’s election to receive his or her AIP payments in unvested restricted common shares in 2024.

  11. 2024 Results and Accomplishments

    | 2024 - Performance Measures(1) | Minimum | Target | Maximum | Actual | Performance Against Target | | FFO, as adjusted, per Share | $4.76 | $4.86 | $4.96 | $4.87 | Between target and maximum | | Investment spending | $200 million | $250 million | $300 million | $263.9 million | Between target and maximum |

  12. Compensation Program Design and 2024 Compensation Decisions

    Annual Incentive Program. At the beginning of each year, our Compensation Committee determines AIP opportunities based upon the Company’s overall objectives and the individual objectives of the executive as evaluated in terms of a variety of goals and metrics. In establishing performance metrics, our Compensation Committee strives to ensure that: •Incentives are aligned with the strategic goals set by our Board, •Targets are sufficiently ambitious so as to provide a meaningful incentive, and •Bonus opportunities are consistent with the overall compensation program established by our Compensation Committee.

  13. Compensation Program Design and 2024 Compensation Decisions

    (1)Number of unvested restricted shares determined based upon a $44.45 share price, which was the volume weighted average closing price on the five trading days ending on, and the five trading days after, December 31, 2024. Performance bonuses awarded under the AIP are payable in cash, unvested restricted common shares or a combination of cash and unvested restricted common shares, at the election of the executive. Executives electing to receive unvested restricted common shares as payment of their annual incentive receive an award having a value equal to 150% of the cash amount they otherwise would have received. Our Compensation Committee believes that allowing executives to receive all, or a portion of their annual incentive, in the form of unvested restricted common shares provides an additional opportunity to increase their ownership levels in the Company and aligns executives’ long-term interests with our shareholders’ interests in value creation. At the beginning of 2024, each of the NEOs, other than Ms. Mater, elected to receive 100% of any performance bonus in the form of unvested restricted common shares that vest at the rate of 331/3% per year during a three-year period. Ms. Mater elected to receive 25% of her performance bonus in the form of cash. For purposes of determining the total number of unvested restricted common shares awarded under the AIP, unvested restricted common shares were valued on the date the award was granted in the first quarter of 2025, using the volume weighted average of the closing price on ten trading days, consisting of the five trading days ending on, and the five trading days after, December 31, 2024, which was $44.45.

  14. Long-Term Incentive Program

    Long-Term Incentive Program Our LTI is designed to align our executives’ and our shareholders’ interests of creating long-term value and to motivate our executives to achieve superior performance by taking into account multiple performance metrics on a forward-looking basis. The restricted common shares and PSUs granted under the LTI are issued under the Company’s 2016 Equity Incentive Plan. The objectives of the LTI are to: •Reward achievement over a three-year period, •Align the interests of our NEOs and shareholders by focusing on metrics that drive shareholder value, and •Incent retention through multi-year vesting and award opportunities. Under the LTI, awards are made in the form of: •Time-vested restricted shares, and •PSUs.

  15. Long-Term Incentive Program

    | | | | | | 2025 Proxy Statement | Page 45 |

  16. Long-Term Incentive Program

    The following table describes the design features and purposes of the time-vested restricted share grants and the PSU awards:

  17. Long-Term Incentive Program

    | Award | Design Feature | Purpose | | Restricted Shares | Vest annually over a four-year period, subject to the NEO’s continued employment.(1) | Talent retention and align the interests of our executives with the interests of our shareholders. | | PSUs | Earned based on the achievement of multi-year performance targets established by the Compensation Committee. NEOs are issued actual common shares at the end of the three-year performance period, subject to the NEO’s continued employment.(1) | Incentivize our NEOs based on long-term performance and shareholder value creation, talent retention, and align the interests of our executives with the interests of our shareholders. |

  18. Long-Term Incentive Program

    (1)Subject to our Employee Severance Plan, discussed below.

  19. Grant of Share Awards in 2024

    Grant of Share Awards in 2024 Our Compensation Committee sets opportunities under our LTI using target equity award values which are based on a percentage of each executive’s base salary. Target equity award values are set the beginning of each year at the same time as the AIP bonuses are determined. One-third of the target equity award value is granted in the form of time-vested restricted shares and two-thirds of the target equity award value is granted in the form of PSUs. The number of restricted shares and PSUs granted is determined using the volume-weighted average price of our common shares based on the last 30 trading days prior to the date of the award ($43.82 for 2024 LTI incentive awards). For the three-year period beginning on January 1, 2024, our Compensation Committee established the following target LTI award values and number of restricted shares and PSUs for our NEOs:

  20. Grant of Share Awards in 2024

    | | LTI Award Value - Time-Based Restricted Shares (as a % of Salary) | Number of Restricted Shares (1/3 of the Target LTI Award Value) | LTI Award - Performance Share Units Award Value (as a % of Salary) | Target Number of PSUs (2/3 of the Target LTI Award Value) | | Gregory K. Silvers | 133.2% | 27,544 | 306.8% | 63,443 | | Mark A. Peterson | 76.6% | 9,504 | 176.4% | 21,887 | | Gregory E. Zimmerman | 74.9% | 8,474 | 172.6% | 19,527 | | Paul R. Turvey | 21.6% | 1,775 | 49.9% | 4,099 | | Tonya L. Mater | 26.6% | 2,045 | 61.4% | 4,721 |

  21. Restricted Shares

    Restricted Shares The restricted shares granted under the LTI vest ratably over a four-year period, subject to the NEO’s continued employment with the Company. The Compensation Committee believes that this longer vesting period supports retention and share ownership, further aligning the NEO's interests with those of our shareholders. Prior to vesting, the NEOs are entitled to receive all dividends on the restricted shares and to vote the shares. All restrictions will lapse and the shares will become fully vested upon the NEO’s death or disability and in accordance with our Employee Severance Plan.

  22. Performance Share Units

    Performance Share Units PSUs represent the right to earn, on a one-for-one basis, actual common shares of the Company at the end of the three-year performance period established by the LTI. At the beginning of each three-year performance period, the Compensation Committee grants each NEO a target number of PSUs. The actual number of common shares issued with respect to a PSU award is based upon the target number of PSUs established at the beginning of the performance period multiplied by a “payout percentage” described below. PSUs earn dividend equivalent rights payable in additional common shares only to the extent actual common shares of the Company are earned at the end of the three-year performance period.

  23. Performance Share Units

    | | | | | | 2025 Proxy Statement | Page 46 |

  24. Performance Share Units

    At the beginning of 2024, our Compensation Committee identified three performance factors that would determine the PSU opportunities: •Our TSR vs. TSR of Triple Net Peer Group; •Our TSR vs. TSR of the MSCI US REIT Index; and •Our Compound Annual Growth Rate of AFFO per Share for the three-year performance period. Our Compensation Committee put a 52.2% weighting on our TSR vs. the TSR of the triple net peer group, a 26.1% weighting on our TSR vs. the TSR of the MSCI US REIT Index and a 21.7% weighting on our compound annual growth rate of AFFO per share for the three-year performance period. The financial performance components are measured over a three-year period beginning on January 1, 2024. To the extent performance goals are achieved, actual common shares of the Company will be issued, on a one-for-one basis with each PSU, at the end of the 2024-2026 performance period. The Compensation Committee believes using forward-looking, multi-year performance periods will measure the success of our strategic initiatives designed to enhance shareholder value. Beginning with the 2024-2026 performance period, the Compensation Committee determined to set the target payout for the metrics based on our TSR vs. the TSR of the triple net peer group and our TSR vs. the TSR of the MSCI US REIT Index at the 55th percentile rather than the 50th percentile to only reward executives at target when the Company outperformed the median of its peers. The first performance metric measures our annualized TSR (annualized return assuming annual compounding and reinvestment of dividends) relative to a triple-net peer group. The following table shows the payout percentage for the 2024 PSU awards at various levels of relative and absolute shareholder return. The number of actual common shares issued at the end of the performance period will equal the target number of PSUs (set forth above) multiplied by 52.2% multiplied by the payout percentage set forth below.

  25. Performance Share Units

    | 2024-2026 Relative Total Shareholder Return vs. Triple-Net Peer Group | | | | Performance Level | | Payout Percentage | | Outperformance | At least 75th percentile and at least 10% Absolute Annualized TSR | 217.0% | | Maximum | At least 75th percentile | 167.0% | | Target | At least 55th percentile | 100.0% | | Minimum | At least 30th percentile | 50.0% |

  26. Performance Share Units

    The second performance factor measures our annualized TSR (annualized return assuming annual compounding and reinvestment of dividends) relative to the MSCI US REIT Index. The following table shows the payout percentage for the 2024 PSU awards at various levels of relative and absolute shareholder return. The number of actual common shares issued at the end of the performance period will equal the target number of PSUs (set forth above) multiplied by 26.1% multiplied by the payout percentage set forth below.

  27. Performance Share Units

    | 2024-2026 Relative Total Shareholder Return vs. MSCI US REIT Index | | | | Performance Level | | Payout Percentage | | Outperformance | At least 75th percentile and at least 10% Absolute Annualized TSR | 217.0% | | Maximum | At least 75th percentile | 167.0% | | Target | At least 55th percentile | 100.0% | | Minimum | At least 30th percentile | 50.0% |

  28. Performance Share Units

    For purposes of the two relative TSR comparisons, the Compensation Committee selected to compare our TSR against a group of triple-net lease REITs with which we most directly compete for business and/or capital (see

  29. Performance Share Units

    | | | | | | 2025 Proxy Statement | Page 47 |

  30. Performance Share Units

    the table below) and to compare our TSR against the index that management believes is most relevant to measure our performance (the MSCI US REIT Index).

  31. Performance Share Units

    | 2024-2026 Triple-Net Peer Group | | | Agree Realty Corporation | NNN REIT, Inc. | | Broadstone Net Lease, Inc. | Realty Income Corporation | | Four Corners Property Trust, Inc. | Safehold Inc. | | Gaming & Leisure Properties, Inc. | VICI Properties Inc. | | Getty Realty Corp. | W.P. Carey Inc. | | LXP Industrial Trust | |

  32. Performance Share Units

    The final financial metric measures the average annual growth in our AFFO per Share. The number of actual common shares issued at the end of the performance period will equal the target number of PSUs (set forth above) multiplied by 21.7% multiplied by the payout percentage set forth below. The Compensation Committee included AFFO per Share growth because it impacts our ability to pay dividends, which is a key driver of our stock price and TSR.

  33. Performance Share Units

    | 2024-2026 AFFO per Share Growth | | | | Performance Level | Compound Annual Growth Rate of AFFO per Share for the Performance Period | Payout Percentage | | Maximum | 6.0% | 200.0% | | Target | 4.0% | 100.0% | | Minimum | 2.0% | 50.0% |

  34. Performance Share Units

    If results for a performance metric exceed the minimum, but are less than target, or exceed target, but are less than maximum, the applicable Payout Percentage will be determined on a sliding scale based upon the percentage such excess represents of the difference between minimum and target, or target and maximum, as the case may be. The applicable Payout Percentage will be 0% if the applicable performance metric is below the minimum. PSUs were first awarded to our NEOs in February 2020, covering a three-year performance period that ended on December 31, 2022. The PSUs awarded in 2020 used the same three performance factors that were used for the 2021-2023 awards and the 2022-2024 awards. Shortly after the 2020 awards were granted, the COVID-19 pandemic reached North America and severely impacted experiential real estate properties, given that such properties involve congregate social activity and discretionary consumer spending. During the pandemic, our share price significantly declined and we were required to pause our dividend payments, causing our TSR to decline more than most of the members of the Triple Net Peer Group and the MSCI US REIT Index. In addition, our AFFO per Share Growth was negative during the performance period. As a result, the PSUs for the three-year performance period ended on December 31, 2022 did not achieve the minimum performance level of any of the three performance metrics resulting in no payout under this portion of the LTI. This contrasts with the PSUs that were awarded to our NEOs in February 2021 and February 2022, covering a three-year performance period that ended on December 31, 2023 and December 31, 2024, respectively. The PSUs awarded in 2021 and 2022 used the same three performance factors that were used for the 2020 awards. As social activity and discretionary consumer spending normalized after the initial impacts of the COVID-19 pandemic, our share price substantially improved and we resumed our dividend payments, causing our TSR to increase more than most of the members of the Triple Net Peer Group and the MSCI US REIT Index. In addition, our AFFO per Share growth saw significant improvement during the performance period as our customers were able to reopen and capitalize on strong demand for experience-based services. As a result, the PSUs for the three-year performance period ended on December 31, 2023 achieved the maximum or outperformance level for each of the three performance metrics. Similarly, the PSUs for the three-year performance period ended on December 31, 2024 achieved the maximum level because the Company's performance exceeded the maximum thresholds in all metrics.

  35. Performance Share Units

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  36. Performance Share Units

    We believe our NEOs failure to receive any share awards for the 2020-2022 performance period when the Company underperformed relative to its peers and applicable benchmark and failed to achieve the AFFO per Share growth metric, and their receipt of a maximum or outperformance number of shares for the 2021-2023 performance period when the Company outperformed relative to its peers and applicable benchmark and achieved significant AFFO per Share growth, and their receipt of a maximum number of shares for the 2022-2024 performance period when the PSUs for the 2022-2024 performance period achieved the maximum level because the Company's performance exceeded the maximum thresholds in all metrics, demonstrates that our LTI aligns NEO compensation with total shareholder returns. See “Summary Compensation Table” on page 54. Payout on PSUs for 2020-2022, 2021-2023 and 2022-2024 Performance Period

  37. Performance Share Units

    | | PSUs Granted for 2020 – 2022 Performance Period | Actual Shares of Common Stock Received for 2020 – 2022 Performance Period | PSUs Granted for 2021 – 2023 Performance Period | Actual Shares of Common Stock Received for 2021 – 2023 Performance Period | PSUs Granted for 2022 – 2024 Performance Period | Actual Shares of Common Stock Received for 2022 – 2024 Performance Period | | CEO | 28,391 | — | 51,623 | 147,586 | 50,026 | 126,235 | | Other NEOs (average) | 7,795 | — | 12,704 | 36,319 | 12,124 | 30,594 |

  38. Performance Share Units

    Beginning in 2024, the LTI was adjusted to increase the threshold required for the awards to be paid at target from the 50th percentile to the 55th percentile for the metrics based on the Company’s TSR compared to the TSR of the Company’s peer group and the TSR of the MSCI US REIT Index. Health and Welfare Benefits. We provide certain health and welfare benefits to the NEOs, including employer matching contributions to our 401(k) plan, health and welfare benefit programs and life insurance, which are generally the same as such benefits provided to all other full-time employees, except the Company provides NEOs with a term life insurance benefit in connection with their severance upon death and executive physicals, as discussed below.

  39. Performance Share Units

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  40. Performance Share Units

    Perquisites and Other Personal Benefits. We offer the following reasonable personal benefits and perquisites to the currently employed NEOs: •Vehicles. We have acquired vehicles that the NEOs are entitled to use. Each of those NEOs is taxed for personal use of the vehicles. •Term Life Insurance. Under our Company’s insurance benefit plan, our Company pays the premium for term life insurance for the benefit of each NEO payable upon the NEO’s severance upon death. •Executive Health Program. The Compensation Committee requires that each NEO obtain an annual physical from their personal physician or pursuant to an executive health program and NEOs are reimbursed for travel (within the United States) to obtain the physical and any uninsured expenses for medically necessary tests. Chief Executive Compensation. In early 2025, the Compensation Committee conducted a formal evaluation of Mr. Silvers, including reviewing Mr. Silvers’ self-evaluation, and surveying the current members of the Board. Our Compensation Committee took into account our overall performance and Mr. Silvers’ achievements during 2024, as well as the compensation of CEOs at our peer group companies. Mr. Silvers’ compensation also reflects his role as an inspirational and principled leader who has built a culture of empowering team members to drive strong financial results and his accomplishments in furthering the Company's strategic plan and shareholder engagement. In 2024, the Compensation Committee increased his base salary by 3.5% recognizing guidance from our compensation consultant regarding salary increases within the REIT industry. Based on his individual performance evaluation and the performance of the Company in 2024, the Compensation Committee established a bonus under the AIP at 189.5% of his base salary. Mr. Silvers elected to take payment of the AIP bonus in the form of unvested restricted common shares valued at 150% of the bonus. Based on the LTI, the Compensation Committee awarded Mr. Silvers’ restricted common shares and PSUs valued at his target level. The PSUs granted in 2024 are subject to performance metrics calculated over a period of three years ending December 31, 2026. Based upon its review of the various factors described above, the Compensation Committee believes Mr. Silvers’ compensation is reasonable and not excessive.

  41. Benchmarking to Peer Group

    Benchmarking to Peer Group As part of its process of evaluating our executive compensation program, our Compensation Committee reviews peer comparison data to ensure that our executive compensation is competitive within the marketplace. FPC compares our executive’s compensation to that of our peers based both on the executive’s role (e.g., CEO, CFO, etc.) and rank in terms of aggregate compensation (e.g., highest compensated, second highest, etc.) The Compensation Committee reviews data based on the executive’s role and rank because it believes these comparisons provide it with the information it needs to ensure that the Company’s compensation program is fair and competitive. Management assisted FPC and the Compensation Committee in the process, providing additional REIT industry insight. The Compensation Committee reviews the peer group used on an annual basis. The following table provides the names and key information for each company in the peer group:

  42. Peer Group

    Peer Group

  43. Peer Group

    | Name | Property Focus | Headquarters | Number of Employees(1) | Implied Market Capitalization As of December 31, 2024 (in millions)(1) | Total Capitalization As of December 31, 2024 (in millions)(1) | | Agree Realty Corporation | Other Retail | Royal Oak, MI | 75 | $7,580.2 | $10,561.6 | | Broadstone Net Lease, Inc. | Diversified | Victor, NY | 73 | 3,128.7 | 5,052.0 | | CareTrust REIT, Inc. | Health Care | San Clemente, CA | 21 | 5,058.2 | 5,476.1 | | Essential Properties Realty Trust | Other Retail | Princeton, NJ | 48 | 5,883.5 | 8,010.5 | | Four Corners Property Trust, Inc. | Other Retail | Mill Valley, CA | 536 | 2,712.4 | 3,854.4 | | Gaming and Leisure Properties, Inc. | Casino | Wyomissing, PA | 19 | 13,612.3 | 21,653.9 | | LXP Industrial Trust | Industrial | New York, NY | 59 | 2,391.3 | 4,097.7 | | NNN REIT, Inc. | Other Retail | Orlando, FL | 83 | 7,661.0 | 12,034.8 | | Omega Healthcare Investors, Inc. | Health Care | Hunt Valley, MD | 60 | 10,864.0 | 15,733.2 | | Sabra Health Care REIT, Inc. | Health Care | Irvine, CA | 50 | 4,115.0 | 6,540.9 | | STAG Industrial, Inc. | Industrial | Boston, MA | 91 | 6,435.6 | 9,501.6 | | W.P. Carey Inc. | Diversified | New York, NY | 203 | 11,922.9 | 20,109.6 | | Median | | | 67 | $6,159.6 | $8,756.1 | | Average | | | 110 | 6,780.4 | 10,218.9 | | EPR Properties | Specialty | Kansas City, MO | 55 | 3,353.6 | 6,797.4 | | Relative Percentile Rank | | | 38%-ile | 31%-ile | 46%-ile |

  44. Peer Group

    (1)Source: S&P Global Market Intelligence. FPC’s benchmarking review was based on information disclosed in the peer companies’ 2023 proxy statements, which reported data with respect to fiscal 2022 (the latest year for which comprehensive data was publicly available at the time of the benchmarking analysis), as well as other publicly available information. FPC also reviewed the 2023 NAREIT Compensation Survey (which FPC conducts) and additional proprietary real estate compensation surveys conducted throughout the year by FPC for additional context. FPC’s review compared our executive pay practices to compensation practices for executives in comparable positions at peer companies and advised the Compensation Committee on several aspects of compensation including base salaries, target incentive pay, and pay mix. All of these aspects of FPC’s analyses informed the Committee’s decisions regarding executive pay going into 2024.

  45. Peer Group

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  46. Assessment of Compensation-Related Risks

    Assessment of Compensation-Related Risks The Compensation Committee does not believe that any of the Company’s compensation programs expose the Company to excessive risk and instead believes that all of the programs encourage behavior that supports sustainable value creation for stakeholders by appropriately balancing risk and reward. During the compensation setting process each year, the Compensation Committee considers the Company’s compensation policies and practices to determine whether, in its judgment, the compensation programs encourage risk-taking behavior likely to have a material adverse effect on the Company. The Company’s compensation programs have three common elements: base salary, potential AIP awards, and potential LTI awards. For our executives, AIP awards are determined based upon the achievement of both individual and Company performance metrics. For all other employees (other than individuals who originate investments for the Company (“producers”)), AIP awards are determined based upon personal performance ratings and achievement of personal performance goals and are then adjusted, in the discretion of management, based on the Company’s overall performance. For producers, AIP awards are determined solely on the Company’s investment spending and the LTI awards are determined using the same methodology as non-executive employees. Based on its review, the Compensation Committee believes the investment spending metric, which is utilized in determining both the executives’ and the producers’ compensation, could encourage excessive risk-taking behavior because individual employee actions could directly impact this metric. This risk, however, is mitigated by several factors, as discussed below. The Compensation Committee believes that the following factors decrease the likelihood of an individual engaging in excessive risk-taking behavior to increase their compensation: •The 2024 executive compensation program uses a balanced mix of performance metrics, including FFO, as adjusted, per Share, AFFO per Share, investment spending, relative TSR, and personal performance metrics for each executive, to avoid excessive weight on any single performance metric. •The compensation programs provide a balanced mix of cash and equity and both annual and long-term incentives.

  47. Assessment of Compensation-Related Risks

    •The Company has a multi-level approval process for investments (including acquisition and disposition opportunities) that mitigates the risk of using investment spending as a performance metric in its compensation programs. First, the Company’s underwriting team analyzes all investment opportunities. The underwriting team is not compensated based on investment spending and does not report to the production team. Once approved by underwriting, the Company’s senior management reviews investment opportunities, and if approved by management, such opportunities are presented to and approved by the Investment Committee, which consists of each of the NEOs, with transactions in excess of $85 million requiring the additional approval of the Board of Trustees. •All shares awarded under the AIP and time-based equity awards under the LTI are payable in the form of unvested restricted shares that continue to be at-risk for three years (for AIP awards) and four years (for LTI awards) after they are earned. Specifically, the Company incents individuals to elect to receive AIP awards in unvested restricted common shares by valuing the equity award at an amount equal to 150% of the cash amount the individuals otherwise would have received. •Our insider trading policy prohibits all employees (including officers) and trustees and certain of their respective family members and controlled entities from engaging in transactions in our securities that are speculative in nature, including, but not limited to prohibiting “short selling,” purchasing options, taking out margin loans against stock options, hedging or engaging in any other type of speculative arrangement that has a similar economic effect without the full risk or benefit of ownership, and transacting in the securities of any entity with which the Company is discussing significant business matters. •Maximum payout levels for awards under the AIP and LTI are capped. •Executive officers are subject to share ownership and retention guidelines. •FPC, the Compensation Committee’s independent compensation consultant, assists with the review of the executive compensation policies and practices.

  48. Grant Practices Regarding Equity

    Grant Practices Regarding Equity The Compensation Committee approves and grants annual equity awards at approximately the same time every year. In certain circumstances, including the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards granted at the start of the new fiscal year to incentivize delivering on the Company's strategic objectives for the new fiscal year. The Company has not timed the disclosure of material nonpublic information to affect the value of compensation. Any coordination between a grant and the release of information that could be expected to affect such grant's value is precluded by the predetermined schedule. We do not currently grant stock options as part of our equity compensation programs. If stock options were to be granted in the future to employees, including executive officers, or non-employee trustees, the Company would not grant such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common shares. In addition, we generally do not grant stock options (i) during trading blackout periods established under our insider trading policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to other types of equity awards that do not include an exercise price related to the market price of our common shares on the date of grant. During fiscal year 2024, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  49. Summary Compensation Table

    Summary Compensation Table The following table contains information on the compensation earned by our named executive officers in 2024, which we collectively refer to in this Proxy Statement as our “NEOs.” For additional information regarding this compensation, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  50. Summary Compensation Table

    | Name & Principal Position | Year | Salary | Bonus (1) | Share Awards (2)(3) | Option Awards | Non- Equity Incentive Plan Compen- sation | Change in Pension Value & Nonqualified Deferred Compen- sation Earnings | All Other Compen- sation(4) | Total | | Gregory K. Silvers | 2024 | $906,150 | $1,717,245 | $5,188,161 | $— | $— | $— | $113,535 | $7,925,091 | | Chairman, President and Chief Executive Officer | 2023 | 875,500 | 2,234,823 | 5,451,878 | — | — | — | 110,058 | 8,672,259 | | | 2022 | 850,000 | 1,791,534 | 6,051,051 | — | — | — | 82,406 | 8,774,991 | | Mark A. Peterson | 2024 | 543,700 | 703,222 | 1,866,860 | — | — | — | 80,272 | 3,194,054 | | Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 525,300 | 888,676 | 1,916,975 | — | — | — | 76,268 | 3,407,219 | | | 2022 | 510,000 | 796,238 | 2,212,081 | — | — | — | 55,264 | 3,573,583 | | Gregory E. Zimmerman | 2024 | 495,750 | 673,263 | 1,697,193 | — | — | — | 82,346 | 2,948,552 | | Executive Vice President, and Chief Investment Officer | 2023 | 478,950 | 855,806 | 1,729,086 | — | — | — | 67,637 | 3,131,479 | | | 2022 | 465,000 | 580,785 | 1,738,279 | — | — | — | 58,098 | 2,842,162 | | Paul R. Turvey | 2024 | 360,000 | 260,053 | 609,210 | — | — | — | 49,986 | 1,279,249 | | Senior Vice President, General Counsel and Secretary | | | | | | | | | | | Tonya L. Mater | 2024 | 336,900 | 239,661 | 421,967 | — | — | — | 46,912 | 1,045,440 | | Senior Vice President and Chief Accounting Officer | 2023 | 325,480 | 302,847 | 354,552 | — | — | — | 49,059 | 1,031,938 | | | 2022 | 316,000 | 271,345 | 546,394 | — | — | — | 38,877 | 1,172,616 |

  51. Summary Compensation Table

    (1)Amounts reflect performance bonuses earned by each executive under the AIP. Performance bonuses under the annual incentive program are payable in cash, nonvested restricted common shares or a combination of cash and nonvested restricted common shares, at the election of the executive. Executives that elect to receive their performance bonuses in the form of nonvested restricted common shares receive an award of nonvested restricted common shares having a value equal to 150% of the cash amount they otherwise would have received. In each of 2024, 2023 and 2022, the executives elected to receive their performance bonuses payable in that year in the form of nonvested restricted common shares other than Ms. Mater who elected to receive $59,915 and $302,847 of her performance bonuses in cash for 2024 and 2023, respectively, and Mr. Zimmerman who elected to receive $85,000 of his performance bonus in cash for 2022. See note 2 below for a discussion of the method used in determining the aggregate grant date fair value of the nonvested restricted common shares. (2)Amounts reflect the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718. For policies used in determining these values, refer to Note 15 of the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. These amounts reflect an accounting expense and do not necessarily correspond to the actual value that may be realized by the NEOs. (3)Amounts include: (i) the aggregate grant date fair value of nonvested restricted performance share units issued pursuant to the LTI; (ii) the aggregate grant date fair value of nonvested restricted common shares issued pursuant to the LTI; and (iii) the incremental aggregate grant date fair value of nonvested restricted common shares issued pursuant to the AIP that the executive, by accepting nonvested restricted common shares instead of cash, received in excess of the cash amount that the executive would have otherwise received. In 2024, the incremental aggregate grant date fair value of

  52. Summary Compensation Table

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  53. Summary Compensation Table

    nonvested restricted common shares issued pursuant to the AIP to Messrs. Silvers, Peterson, Zimmerman and Turvey and Ms. Mater was $1,192,425, $488,312, $467,508, $180,590 and $198,617, respectively. In 2024, Ms. Mater elected to receive $59,915 of her performance bonus in cash. (4)The following table sets forth all other compensation for 2024, including amounts relating to personal use of company vehicles, the Company’s matching contributions under the Company’s 401(k) plan, amounts payable by the Company with respect to term life insurance premiums (and related tax gross-up payments), dividends paid on nonvested restricted shares that were not factored into the grant date fair value of such awards and payments for executive medical examinations.

  54. Summary Compensation Table

    | Name | Personal Use of Company Vehicles | 401(k) Matching Contributions | Term Life Insurance Premiums and Related Tax Gross-Up | Dividends | Executive Wealth and Financial Advice | Executive Medical Examinations | Total of All Other Compensation | | Gregory K. Silvers | $16,873 | $30,500 | $17,612 | $26,696 | $9,973 | $11,881 | $113,535 | | Mark A. Peterson | 10,828 | 30,500 | 8,780 | 10,217 | 9,551 | 10,396 | 80,272 | | Gregory E. Zimmerman | 8,926 | 30,500 | 11,854 | 9,653 | 9,973 | 11,440 | 82,346 | | Paul R. Turvey | 10,685 | 23,000 | 3,252 | 3,114 | 9,935 | — | 49,986 | | Tonya L. Mater | 14,944 | 23,000 | 1,885 | 562 | 6,521 | — | 46,912 |

  55. Summary Compensation Table

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  56. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table provides information about grants of plan-based awards under equity incentive plans to the NEOs in 2024. These grants were made under the 2016 Equity Incentive Plan pursuant to the AIP and the LTI. Grants were in the form of nonvested restricted common share awards and nonvested performance share units. For additional information regarding these awards, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  57. Grants of Plan-Based Awards in Fiscal 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant date Fair Value of Stock and Option Awards(3) | | Name | Grant Date | Thres- hold | Target | Maxi- mum | Thres- hold(#) | Target(#) | Maxi- mum(#) | | | | | | Gregory K. Silvers | | | | | | | | | | | | | 2024 LTI | 2/26/2024 | — | — | — | 31,722 | 63,443 | 135,331 | — | — | $— | $2,839,715 | | 2024 LTI | 2/26/2024 | — | — | — | — | — | — | 27,544 | — | — | 1,156,022 | | 2024 AI | 2/26/2024 | — | — | — | — | — | — | 69,534 | — | — | 2,918,342 | | Mark A. Peterson | | | | | | | | | | | | | 2024 LTI | 2/26/2024 | — | — | — | 10,944 | 21,887 | 46,687 | — | — | — | 979,666 | | 2024 LTI | 2/26/2024 | — | — | — | — | — | — | 9,504 | — | — | 398,883 | | 2024 AI | 2/26/2024 | — | — | — | — | — | — | 27,650 | — | — | 1,160,471 | | Gregory E. Zimmerman | | | | | | | | | | | | | 2024 LTI | 2/26/2024 | — | — | — | 9,764 | 19,527 | 41,653 | — | — | — | 874,031 | | 2024 LTI | 2/26/2024 | — | — | — | — | — | — | 8,474 | — | — | 355,654 | | 2024 AI | 2/26/2024 | — | — | — | — | — | — | 26,672 | — | — | 1,119,424 | | Paul R. Turvey | | | | | | | | | | | | | 2024 LTI | 2/26/2024 | — | — | — | 2,050 | 4,099 | 8,744 | — | — | — | 183,473 | | 2024 LTI | 2/26/2024 | — | — | — | — | — | — | 5,841 | — | — | 245,147 | | 2024 LTI | 2/26/2024 | — | — | — | — | — | — | 5,481 | — | — | 230,038 | | Tonya L. Mater | | | | | | | | | | | | | 2024 LTI | 2/26/2024 | — | — | — | 2,361 | 4,721 | 10,070 | — | — | — | 211,268 | | 2024 LTI | 2/26/2024 | — | — | — | — | — | — | 2,045 | — | — | 85,829 | | 2024 AI | 2/26/2024 | — | — | — | — | — | — | — | — | — | — |

  58. Grants of Plan-Based Awards in Fiscal 2024

    (1)The column includes nonvested restricted performance share units issued pursuant to the LTI for the 2024 performance period. The nonvested performance share units issued pursuant to the LTI vest on the third anniversary of the grant date, subject to the attainment of certain performance conditions. Actual shares delivered are subject to performance conditions and dividends and therefore may vary from the threshold, target and maximum amounts reported here. See the Compensation Discussion and Analysis section of this Proxy Statement for additional information regarding these awards and the LTI. (2)The column includes: (1) nonvested restricted common shares issued pursuant to the LTI relating to the 2024 performance period; and (2) nonvested restricted common shares issued pursuant to the AIP (with respect to elections to receive the award in restricted common shares) relating to the 2023 performance period (but issued in 2024). The nonvested restricted common shares issued pursuant to the AIP vest at the rate of 33 1/3% per year for three years and the nonvested restricted common shares issued pursuant to the LTI vest at the rate of 25% per year for four years. See the Compensation Discussion and Analysis section of this Proxy Statement for additional information regarding these awards and the AIP and LTI. (3)Amounts reflect the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718. For policies used in determining these values, refer to Note 15 of the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

  59. Grants of Plan-Based Awards in Fiscal 2024

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  60. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information regarding outstanding awards to the NEOs that have been granted but not vested or exercised as of December 31, 2024.

  61. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) (3) | Market Value of Shares or Units of Stock that Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (2) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (1) | | Gregory K. Silvers | 21,588 | — | — | $61.79 | 2/20/2025 | — | $— | — | $— | | | — | — | — | — | — | 202,331 | 8,959,217 | 170,081 | 7,531,187 | | Mark A. Peterson | 8,401 | — | — | 61.79 | 2/20/2025 | — | — | — | — | | | — | — | — | — | — | 80,592 | 3,568,614 | 58,677 | 2,598,218 | | Gregory E. Zimmerman | — | — | — | — | — | 66,969 | 2,965,387 | 52,342 | 2,317,704 | | Paul R. Turvey | 1,718 | — | — | 61.79 | 2/20/2025 | — | — | — | — | | | — | — | — | — | — | 23,934 | 1,059,798 | 4,099 | 181,504 | | Tonya L. Mater | 1,201 | — | — | 61.79 | 2/20/2025 | — | — | — | — | | | — | — | — | — | — | 14,824 | 656,407 | 12,649 | 560,098 |

  62. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)The market value of the restricted common share awards and restricted performance share awards is based on the closing market price of the Company’s common shares as of December 31, 2024 (the last trading day in the 2024 fiscal year), which was $44.28 per share. (2)The number of restricted performance share awards included in this column is based on achieving target performance. (3)The following table provides information regarding restricted common share awards granted to the NEOs under AIP and LTI and vest according to the following schedule.

  63. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | January 1, 2025 | | January 1, 2026 | | January 1, 2027 | | January 1, 2028 | | | | AIP | LTI | AIP | LTI | AIP | LTI | AIP | LTI | | Gregory K. Silvers | 64,268 | 26,668 | 47,154 | 20,215 | 23,178 | 13,962 | n/a | 6,886 | | Mark A. Peterson | 28,071 | 9,265 | 19,873 | 6,974 | 9,216 | 4,817 | n/a | 2,376 | | Gregory E. Zimmerman | 21,583 | 8,367 | 15,511 | 6,220 | 8,875 | 4,295 | n/a | 2,118 | | Paul R. Turvey | 3,404 | 5,426 | 3,348 | 4,604 | 1,827 | 3,866 | n/a | 1,459 | | Tonya L. Mater | 6,175 | 1,968 | 3,631 | 1,502 | n/a | 1,037 | n/a | 511 |

  64. Outstanding Equity Awards at 2024 Fiscal Year-End

    (4) The following table provides information regarding restricted and unearned performance share awards granted to the NEOs and vest according to the following schedule.

  65. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | January 1, 2025 (a) | January 1, 2026 (b) | January 1, 2027 (b) | | Gregory K. Silvers | 50,026 | 56,612 | 63,443 | | Mark A. Peterson | 17,259 | 19,531 | 21,887 | | Gregory E. Zimmerman | 15,394 | 17,421 | 19,527 | | Paul R. Turvey | n/a | n/a | 4,099 | | Tonya L. Mater | 3,719 | 4,209 | 4,721 |

  66. Outstanding Equity Awards at 2024 Fiscal Year-End

    (a) The performance share awards vested on January 1, 2025 and were settled with a payout percentage of 200%, 200% and 200% for TSR relative to Triple Net Peer Group, TSR relative to MSCI US REIT Index and compound annual growth rate of AFFO per share for the three year performance period, respectively. (b) The performance share awards will vest on January 1, 2026 and January 1, 2027 subject to the achievement of performance goals.

  67. Outstanding Equity Awards at 2024 Fiscal Year-End

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  68. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table provides information regarding option exercises by our NEOs and restricted common shares held by our NEOs which vested during 2024.

  69. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(1) | | Gregory K. Silvers | — | $— | 229,048 | $10,273,840 | | Mark A. Peterson | — | — | 87,569 | 3,950,415 | | Gregory E. Zimmerman | — | — | 75,446 | 3,381,397 | | Paul R. Turvey | — | — | 6,012 | 291,281 | | Tonya L. Mater | — | — | 20,994 | 957,799 |

  70. Option Exercises and Stock Vested in Fiscal 2024

    (1)The “value realized” on exercise of an option award is the difference between the per share closing market price of the Company’s common shares on the date of exercise and the exercise price of the option. The “value realized” on vesting of a restricted common share award is the closing market price of the Company’s common shares as of the vesting date of the award. (2)On January 1, 2024, Messrs. Silvers, Peterson, Zimmerman and Turvey and Ms. Mater surrendered 37,121, 16,065, 12,075, 2,003 and 5,372 shares, respectively, to pay for tax withholding on the vesting of restricted common share awards. Additionally, on February 26, 2024, Messrs. Silvers, Peterson and Zimmerman and Ms. Mater surrendered 66,931, 23,651, 22,167 and 4,824 shares, respectively, to pay for tax withholding on the vesting of restricted performance share awards.

  71. Option Exercises and Stock Vested in Fiscal 2024

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  72. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table provides information regarding potential payments upon termination of our NEOs or a change of control as of December 31, 2024. These payments are provided for pursuant to the Company’s Severance Plan, equity plans and award agreements as described below.

  73. Potential Payments Upon Termination or Change of Control

    | | | | | | | Six Months Before or One Year After Change in Control | | | Name | Benefit | Voluntary Termination | Death | Disability | Termination w/o Cause or for Good Reason | No Termination | Termination w/o Cause or for Good Reason | | Gregory K. Silvers | Cash Severance(1) | $— | $— | $— | $5,908,158 | $— | $8,173,533 | | | Term Life Insurance Proceeds(2) | — | 2,500,000 | — | — | — | — | | | Accelerated Vesting of Options(3) | — | — | — | — | — | — | | | Accelerated Vesting of Restricted Shares(3) | — | 8,959,217 | 8,959,217 | 8,959,217 | 8,959,217 | 8,959,217 | | | Accelerated Vesting of Restricted Performance Share Units(3) | — | 7,531,187 | 7,531,187 | 7,531,187 | 7,531,187 | 7,531,187 | | Mark A. Peterson | Cash Severance(1) | — | — | — | $2,742,120 | — | $3,285,820 | | | Term Life Insurance Proceeds(2) | — | 2,000,000 | — | — | — | — | | | Accelerated Vesting of Options(3) | — | — | — | — | — | — | | | Accelerated Vesting of Restricted Shares(3) | — | 3,568,614 | 3,568,614 | 3,568,614 | 3,568,614 | 3,568,614 | | | Accelerated Vesting of Restricted Performance Share Units(3) | — | 2,598,218 | 2,598,218 | 2,598,218 | 2,598,218 | 2,598,218 | | Gregory E. Zimmerman | Cash Severance(1) | — | — | — | $2,561,747 | — | $3,069,891 | | | Term Life Insurance Proceeds(2) | — | 2,000,000 | — | — | — | — | | | Accelerated Vesting of Options(3) | — | — | — | — | — | — | | | Accelerated Vesting of Restricted Shares(3) | — | 2,965,387 | 2,965,387 | 2,965,387 | 2,965,387 | 2,965,387 | | | Accelerated Vesting of Restricted Performance Share Units(3) | — | 2,317,704 | 2,317,704 | 2,317,704 | 2,317,704 | 2,317,704 | | Paul R. Turvey | Cash Severance(1) | — | — | — | $1,337,620 | — | $1,337,620 | | | Term Life Insurance Proceeds(2) | — | 2,000,000 | — | — | — | — | | | Accelerated Vesting of Options(3) | — | — | — | — | — | — | | | Accelerated Vesting of Restricted Shares(3) | — | 1,059,798 | 1,059,798 | 1,059,798 | 1,059,798 | 1,059,798 | | | Accelerated Vesting of Restricted Performance Share Units(3) | — | 181,504 | 181,504 | 181,504 | 181,504 | 181,504 | | Tonya L. Mater | Cash Severance(1) | — | — | — | $1,253,305 | — | $1,253,305 | | | Term Life Insurance Proceeds(2) | — | 2,000,000 | — | — | — | — | | | Accelerated Vesting of Options(3) | — | — | — | — | — | — | | | Accelerated Vesting of Restricted Shares(3) | — | 656,407 | 656,407 | 656,407 | 656,407 | 656,407 | | | Accelerated Vesting of Restricted Performance Share Units(3) | — | 560,098 | 560,098 | 560,098 | 560,098 | 560,098 |

  74. Potential Payments Upon Termination or Change of Control

    (1)Represents cash severance payments under the Company’s Severance Plan as described below under “Severance Plan and Award Agreements.” Amounts representing the Company’s direct payment to insurers of the Company-paid portion of the annual premium cost to cover the NEO and

  75. Potential Payments Upon Termination or Change of Control

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  76. Potential Payments Upon Termination or Change of Control

    their eligible dependents, if any, under the Company’s health, vision and dental plans are calculated based on the applicable premium as in effect at December 31, 2024. (2)Represents payment of the proceeds from the NEO’s term life insurance policy payable by the insurer. (3)Based on the closing market price of the Company’s common shares as of December 31, 2024 (the last trading day in the 2024 fiscal year), which was $44.28 per share. Amounts shown for accelerated vesting of restricted performance share units assume achievement of an “at target” level of performance.

  77. CEO Pay Ratio

    CEO Pay Ratio Set forth below for 2024 is a comparison of (i) the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries (except the Chief Executive Officer of the Company) and (ii) the annual total compensation of the Chief Executive Officer. The information is provided pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K. The median of the annual total compensation and the pay ratio described below are reasonable estimates calculated by the Company in a manner consistent with Item 402(u).

  78. CEO Pay Ratio

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  79. CEO Pay Ratio

    We estimate that the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries (except our Chief Executive Officer) was approximately $281,958 for 2024. The annual total compensation of Mr. Silvers, our Chief Executive Officer, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $7,925,091 for 2024. Based on this information, we estimate that the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 28 to 1 for 2024. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Chief Executive Officer, we used the following methodology and made the following material assumptions, adjustments, and estimates: •We determined that, as of December 31, 2024, our employee population consisted of approximately 55 individuals, all of whom are located in the United States. This population consisted of our full-time and part-time employees. •To identify the “median employee” from our employee population, we compared the amount of gross earnings before pre-tax deductions of our employees (other than our Chief Executive Officer) who were employed by us on December 31, 2024, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2024. We used gross earnings before pre-tax deductions as a compensation measure because we believe that it reasonably reflects the total annual compensation of our employees and can be consistently applied to all of our employees included in the calculation. For purposes of identifying the median employee, we annualized the base salaries of full-time employees who were employed by us on December 31, 2024, but did not work for us for the entire fiscal year. The resulting total gross earnings before pre-tax deductions for all employees (other than our Chief Executive Officer) were sorted from high to low, and the median employee was identified. •Once we identified our median employee, we included the elements of such employee’s compensation for 2024 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement, which was calculated in accordance with the same requirements of Item 402(c)(2)(x) of Regulation S-K.

  80. CEO Pay Ratio

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  81. Pay Versus Performance

    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 of the Exchange Act, 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 pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.” The disclosure in the Pay Versus Performance Table illustrates the impact of the COVID-19 pandemic, and the recovery of experiential real estate from the severe impact of the pandemic, on our performance-based variable compensation. For 2020, we disclosed in the Summary Compensation Table that our CEO received total compensation of $5,771,358. This amount included restricted shares taken in lieu of cash bonus under our AIP and awards of restricted shares and performance share units under our LTI. Shortly after those awards were granted, the COVID-19 pandemic reached North America and severely impacted experiential real estate properties that involve congregate social activity and discretionary consumer spending. During the pandemic, our share price significantly declined and we were required to pause our dividend payments, causing our TSR to decline more than most of the members of the Triple Net Peer Group and the MSCI US REIT Index. This resulted in significant decline in value of the restricted shares and performance share units granted to our CEO and other executives. For 2020, the amount disclosed in the Pay Versus Performance Table as Compensation Actually Paid to our CEO was $530,734. The Pay Versus Performance Table and the accompanying charts demonstrate the strong connection between executive compensation and our performance as measured by financial results or relative shareholder return. The impact of the COVID-19 pandemic challenged most of our customers, particularly in the theatre industry. Most customers have seen significant improvement since the pandemic and are meeting their obligations to us. As a result, our financial performance improved in 2021 through 2024 and our TSR increased more than most of the members of the Triple Net Peer Group and the MSCI US REIT Index. We believe that our compensation program is effectively designed to align executive compensation to our overall performance. PSUs were first awarded to executive officers in February 2020, covering a three-year performance period that ended on December 31, 2022. Under our Long-Term Incentive Plan, each year additional PSUs are awarded covering three-year performance periods. The PSUs awarded in 2020, 2021, 2022, 2023 and 2024 use three performance factors: (1) Annualized TSR Percentile Rank for the Performance Period Versus Triple Net Peer Group, (2) Annualized TSR Percentile Rank for the Performance Period Versus MSCI US REIT Index, and (3) Compound Annual Growth Rate in AFFO per Share. As a result of the pandemic, the first award of PSUs by the Company for the three-year performance period ended on December 31,2022 did not achieve the minimum performance level of any of the performance metrics resulting in no payout under this portion of the LTI. We believe this result is consistent with our intention that the PSUs align executive compensation with total shareholder returns. The amount of share awards disclosed in our Summary Compensation Table for 2020 includes $1.9 million of grant date fair value for PSUs awarded to our CEO, and $1.8 million of grant date fair value for PSUs awarded to our other NEOs, which expired without any payout. See “Summary Compensation Table” on page 54. During the three-year performance period ended on December 31, 2024 applicable to the third award of PSUs by the Company made in 2022, our customers had generally experienced a recovery from the pandemic and our financial results and TSR performance improved. Each of our three performance metrics during this period exceeded the maximum performance level. Our Annualized TSR Percentile Rank for the Performance Period Versus Triple Net Peer Group and Annualized TSR Percentile Rank for the Performance Period Versus MSCI US REIT Index were at the 91st percentile and 77th percentile, respectively. Our Compound Annual Growth Rate in AFFO per Share during such period was 14.2%. We believe this result is consistent with our intention that the PSUs align executive compensation with total shareholder returns. See “Summary Compensation Table” on page 54.

  82. Pay Versus Performance

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  83. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides information with respect to pay versus performance that depicts the relationship between compensation “actually paid” to the CEO and other NEOs and “financial performance” over the last five fiscal years 2024, 2023, 2022, 2021 and 2020.

  84. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based In: | | Net Income (Loss) (thousands)(7) | FFOAA per Share(8) | | | | | | | Total Shareholder Return(5) | MSCI U.S. REIT Index Total Shareholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $7,925,901 | $7,876,685 | $2,116,824 | $1,941,672 | $84.46 | $123.47 | $146,066 | $4.87 | | 2023 | $8,672,259 | $17,228,110 | $2,450,984 | $4,648,694 | $85.53 | $113.54 | $173,046 | $5.18 | | 2022 | $8,774,991 | $4,664,073 | $2,527,273 | $1,517,018 | $61.61 | $99.82 | $176,229 | $4.69 | | 2021 | $8,282,052 | $9,975,044 | $2,451,044 | $2,905,837 | $72.15 | $132.23 | $98,606 | $3.09 | | 2020 | $5,776,558 | $530,734 | $2,226,819 | $994,796 | $47.91 | $92.43 | $(131,728) | $1.43 |

  85. Pay Versus Performance Table

    (1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Silvers for each corresponding year in the “Total” column of the Summary Compensation Table. (2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Silvers, in each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to Mr. Silvers during the applicable year. Refer to the table below entitled “Calculation of Compensation Actually Paid” for the adjustments made to the amount of Mr. Silver’s total compensation reported to determine the compensation actually paid for each year, as computed in accordance with the requirements of Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the amount of Mr. Silver’s total compensation reported in the “Total” column of the Summary Compensation Table:

  86. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for CEO | Reported Value of Share Awards(a) (b) | Reported Value of Bonus(c) | Fair Value of Share Awards Granted During Covered Fiscal Year that are Outstanding and Unvested | Year over Year Change in Fair Value of Share Awards Granted in Prior Years that are Outstanding and Unvested | Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | Compensation Actually Paid to CEO | | 2024 | $7,925,901 | $(5,188,161) | $(1,717,245) | $6,485,846 | $(284,567) | $654,911 | $7,876,685 | | 2023 | $8,672,259 | $(5,451,878) | $(2,234,823) | $10,092,478 | $5,569,561 | $580,513 | $17,228,110 | | 2022 | $8,774,991 | $(6,051,051) | $(1,791,534) | $5,731,821 | $(2,487,303) | $487,149 | $4,664,073 | | 2021 | $8,282,052 | $(5,777,134) | $(1,641,847) | $7,445,994 | $1,475,225 | $190,754 | $9,975,044 | | 2020 | $5,776,558 | $(3,906,842) | $(986,164) | $2,686,933 | $(3,300,025) | $260,274 | $530,734 |

  87. Pay Versus Performance Table

    (a)Amounts reflect the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718. For policies used in determining these values, refer to Note 15 of the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. These amounts reflect an accounting expense and do not necessarily correspond to the actual value that may be realized by the CEO. (b)Amounts include: (i) the aggregate grant date fair value of nonvested restricted performance share units issued pursuant to the LTI; (ii) the aggregate grant date fair value of nonvested restricted common shares issued pursuant to the LTI; and (iii) the incremental aggregate grant date fair value of nonvested restricted common shares issued pursuant to the AIP that the CEO, by accepting nonvested restricted common shares instead of cash, received in excess of the cash amount that the executive would have otherwise received.

  88. Pay Versus Performance Table

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  89. Pay Versus Performance Table

    (c)Amounts reflect performance bonuses earned by the CEO under the AIP. Performance bonuses under the AIP are payable in cash, nonvested restricted common shares or a combination of cash and nonvested restricted common shares, at the election of executive. Executives that elect to receive their performance bonuses in the form of nonvested restricted common shares receive an award of nonvested restricted common shares having a value equal to 150% of the cash amount they otherwise would have received. (3)The dollar amounts reported in column (d) represent the average of the amounts reported in the “Total” column of the Summary Compensation Table during each year with respect to the Company’s named executive officers as a group, excluding Mr. Silvers (the “Non-CEO NEOs”). The names of each of the Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Messrs. Peterson, Zimmerman, Turvey and Ms. Mater; (ii) 2023, 2022 and 2021, Messrs. Peterson, Zimmerman and Craig Evans and Ms. Mater; and (ii) for 2020, Messrs. Peterson, Zimmerman, Evans and Michael Hirons. (4)The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-CEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-CEO NEOs during the applicable year. Refer to the table below entitled “Calculation of Compensation Actually Paid” for the adjustments made to average total compensation of the Non-CEO NEOs to determine the average compensation actually paid for each year, as computed in accordance with the requirements of Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-CEO NEOs for each year to determine the average compensation actually paid, using the same methodology described above in Note (2):

  90. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-CEO NEOs | Reported Value of Share Awards (a) (b) | Reported Value of Bonus (c) | Average Fair Value of Share Awards Granted During Covered Fiscal Year that are Outstanding and Unvested | Average Year over Year Change in Fair Value of Share Awards Granted in Prior Years that are Outstanding and Unvested | Average Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Compensation Actually Paid to Non-CEO NEOs | | 2024 | $2,116,824 | $(1,148,808) | $(469,050) | $1,380,804 | $(85,015) | $146,917 | $1,941,672 | | 2023 | $2,450,984 | $(1,291,168) | $(656,460) | $2,574,265 | $1,405,786 | $165,287 | $4,648,694 | | 2022 | $2,527,273 | $(1,507,623) | $(541,676) | $1,546,377 | $(651,324) | $143,991 | $1,517,018 | | 2021 | $2,451,044 | $(1,479,221) | $(529,793) | $1,996,722 | $411,753 | $55,332 | $2,905,837 | | 2020 | $2,226,819 | $(1,082,684) | $(280,129) | $832,414 | $(782,576) | $80,952 | $994,796 |

  91. Pay Versus Performance Table

    (a)Amounts reflect the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718. For policies used in determining these values, refer to Note 15 of the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. These amounts reflect an accounting expense and do not necessarily correspond to the actual value that may be realized by the Non-CEO NEOs. (b)Amounts include: (i) the aggregate grant date fair value of nonvested restricted performance share units issued pursuant to the LTI; (ii) the aggregate grant date fair value of nonvested restricted common shares issued pursuant to the LTI; and (iii) the incremental aggregate grant date fair value of nonvested restricted common shares issued pursuant to the AIP that the executive, by accepting nonvested restricted common shares instead of cash, received in excess of the cash amount that the executive would have otherwise received. (c)Amounts reflect performance bonuses earned by the Non-CEO NEOs under the AIP. Performance bonuses under the AIP are payable in cash, nonvested restricted common shares or a combination of cash and nonvested restricted common shares, at the election of executive. Executives that elect to receive their performance bonuses in the form of nonvested restricted common shares receive an award of nonvested restricted common

  92. Pay Versus Performance Table

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  93. Pay Versus Performance Table

    shares having a value equal to 150% of the cash amount they otherwise would have received. (5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the MSCI U.S. REIT Index. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)FFOAA per Share is defined as in “Non-GAAP Financial Measures” on pages 50 through 55 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that FFOAA per Share is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance.

  94. Analysis of Pay Versus Performance Table

    Analysis of Pay Versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay for performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table above. Further, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing a graphical description below of the following “Pay vs. Performance” relationships over each of the years shown in the Pay versus Performance Table: •CEO and average Non-CEO NEO compensation “actually paid” versus the Company’s cumulative Total Shareholder Return (TSR) •CEO and average Non-CEO NEO compensation “actually paid” versus the Company’s net income •CEO and average Non-CEO NEO compensation “actually paid” versus the Company’s FFOAA per Share (Company selected measure) •The Company’s TSR versus the cumulative TSR of the MSCI US REIT Index

  95. Analysis of Pay Versus Performance Table

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  96. Analysis of Pay Versus Performance Table

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  97. Analysis of Pay Versus Performance Table

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