DEF 14A of CTO Realty Growth, Inc., Apr 29, 2024

DEF 14A of CTO Realty Growth, Inc.

Filed Apr 29, 2024 · FY20230001104659-24-053879

Open on EDGAR

  1. CTO REALTY GROWTH, INC. PROXY STATEMENT

    | | Page | | LETTER FROM THE CHAIRMAN | 1 | | GENERAL INFORMATION | 3 | | PROPOSAL 1: ELECTION OF DIRECTORS | 7 | | DIRECTOR COMPENSATION FOR 2023 | 11 | | CORPORATE GOVERNANCE — COMMITTEES OF THE BOARD OF DIRECTORS | 13 | | CORPORATE GOVERNANCE — HIGHLIGHTS AND ESG | 17 | | CORPORATE GOVERNANCE — EXECUTIVE OFFICERS | 23 | | BENEFICIAL OWNERSHIP OF COMMON STOCK | 24 | | COMPENSATION DISCUSSION AND ANALYSIS | 26 | | COMPENSATION COMMITTEE REPORT | 39 | | SUMMARY COMPENSATION TABLE FOR 2021 – 2023 | 40 | | GRANTS OF PLAN-BASED AWARDS DURING THE YEAR ENDED DECEMBER 31, 2023 | 42 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2023 | 43 | | OPTIONS EXERCISED AND STOCK VESTED DURING THE YEAR ENDED DECEMBER 31, 2023 | 45 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 46 | | PAY RATIO | 50 | | PAY VERSUS PERFORMANCE | 51 | | REPORT OF THE AUDIT COMMITTEE | 55 | | PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 56 | | PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 58 | | OTHER MATTERS | 59 | | DELINQUENT SECTION 16(a) REPORTS | 59 | | STOCKHOLDER PROPOSALS AND DIRECTOR CANDIDATE NOMINATIONS | 59 | | ANNUAL REPORT | 60 | | Appendix A | A-1 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE BOARD’S SIX NOMINEES. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” EACH OF THE BOARD’S NOMINEES. At our 2023 annual meeting of stockholders (the “2023 Annual Meeting”), all six of the director candidates nominated by our Board were re-elected for one-year terms expiring at the Annual Meeting. The Board has determined that the Board will continue to be comprised of six directors. Based upon the recommendation of the Board of Directors’ Governance Committee (the “Governance Committee”), Ms. Franklin and Messrs. Albright, Brokaw, Drew, Gable and Haga have each been nominated by the Board to be re-elected to the Board for new one-year terms expiring at our 2025 annual meeting of stockholders. All of the Board’s nominees for election as directors are currently directors and have been re-nominated by the Board. Each of the Board’s nominees has consented in writing to being named in this proxy statement and indicated his or her willingness to serve if elected. Unless otherwise specified when the proxy is appointed (whether by Internet, telephone or executed and returned proxy card), all proxies will be voted for the election of the persons named below who have been recommended to the Board by the Governance Committee as nominees for director. If any nominee should be unable to serve, which is not anticipated, the proxy will be voted for such other persons as shall be determined by the persons named in the proxy in accordance with their judgment. The 2024 election of directors is an uncontested election, so the election of Ms. Franklin and Messrs. Albright, Brokaw, Drew, Gable and Haga will require that each director nominee receive a majority of all votes cast for and against that nominee (meaning the number of votes cast “for” the nominee must exceed the number of votes cast “against” that nominee). Abstentions and any broker non-votes are not considered votes cast for the foregoing purpose, and will not affect the outcome of this proposal. Our Board of Directors recommends a vote “FOR” the election of Ms. Laura M. Franklin, and Messrs. John P. Albright, George R. Brokaw, Christopher J. Drew, R. Blakeslee Gable and Christopher W. Haga as directors. To vote for these nominees, please vote by telephone or over the Internet, or by requesting, completing and returning a proxy card, all as described in the Internet Availability Notice. Biographical information regarding the Board’s director nominees standing for election, including business experience for at least the past five years, their age, the year they began serving as our director, and other public companies for which they have served on the board of directors in the past five years, is provided below. In addition, the experience, qualifications, attributes, and skills considered by the Governance Committee and our Board in determining to nominate the director nominees are provided below.

  3. NOMINEES STANDING FOR ELECTION

    NOMINEES STANDING FOR ELECTION

  4. NOMINEES STANDING FOR ELECTION

    | JOHN P. ALBRIGHT Age: 58 Director Since: 2012 | President and Chief Executive Officer of the Company since August 2011, and President and Chief Executive Officer of Alpine Income Property Trust, Inc. (NYSE: PINE) (“Alpine”), an affiliate of the Company, since 2019. Mr. Albright was previously the Co-Head and Managing Director of Archon Capital, a Goldman Sachs Company located in Irving, Texas. Prior to that, he was the Executive Director, Merchant Banking-Investment Management for Morgan Stanley. Prior to Morgan Stanley, Mr. Albright was Managing Director and Officer of Crescent Real Estate Equities, a publicly traded REIT based in Fort Worth, Texas. His experience involves various aspects of investment, lending, and development of commercial properties, as well as real estate investment banking. | | | Mr. Albright is a graduate of Southern Methodist University with a B.A. in Business Administration. | | GEORGE R. BROKAW Age: 56 Director Since: 2018 | Mr. Brokaw is currently a private investor through his family office and related investment vehicles. | | | Mr. Brokaw also serves as a director of DISH Network Corporation (NYSE: DISH), where he is currently chairman of the compensation committee, and Alico, Inc. (NASDAQ: ALCO), where he is currently chairman of the board of directors. Mr. Brokaw has previously served on numerous other public company boards. He also previously served as Managing Director of the Highbridge Growth Equity Fund at Highbridge Principal Strategies, LLC, from 2012 to 2013; Managing Director and Head of Private Equity at Perry Capital, L.L.C., from 2005 to 2011; and Managing Director (Mergers & Acquisitions) of Lazard Freres & Co. LLC, from 1996 to 2005. | | | Mr. Brokaw received a B.A. degree from Yale University and J.D. and M.B.A. degrees from the University of Virginia. Mr. Brokaw is a member of the New York Bar. | | | Mr. Brokaw is a member of the Audit and Compensation Committees. | | CHRISTOPHER J. DREW Age: 43 Director Since: 2022 | Mr. Drew is currently Senior Managing Director of JLL Capital Markets, Americas (an affiliate of Jones Lang LaSalle Inc. (NYSE: JLL)) and Co-Head of JLL’s Miami Office. Mr. Drew is primarily responsible for overseeing the day-to-day operations of JLL’s Miami office and for arranging joint venture equity, preferred equity, mezzanine financing and senior level financing for real estate assets located throughout the United States. He also sits on the JLL Capital Markets Group’s Diversity, Equity, and Inclusion committee and is on the board of Big Brothers Big Sisters of Miami. | | | Mr. Drew joined JLL in 2010 as part of the HFF, Inc. (NYSE: HF) acquisition with more than a decade of commercial real estate |

  5. NOMINEES STANDING FOR ELECTION

    | | experience. Prior to that, he was a senior associate in the Capital Markets Group at Cushman and Wakefield PLC (NYSE: CWK) for five years. He has also held positions at Pro Access, Inc., a sports marketing firm, and at the New York Mets Baseball Organization. Mr. Drew holds BBA and MBA degrees from the University of Miami Herbert Business School. Mr. Drew is a member of the Compensation and Governance Committees. | | LAURA M. FRANKLIN Age: 63 Director Since: 2016 | Chairman of the Board of the Company since May 2017. Former (Retired) Executive Vice President, Accounting and Administration and Corporate Secretary of Washington Real Estate Investment Trust (now Elme Communities) and, since 2017, a member of the Board of Directors of The Chevy Chase Land Company, a private mixed-use commercial real estate company in Chevy Chase, Maryland. | | | Ms. Franklin is a graduate of University of Maryland with a B.S. in Accounting and is a Certified Public Accountant. During her 22-year tenure at Washington REIT, she led the financial, human capital and information technology (IT) functions including Accounting, Tax, SEC Reporting, Treasury, Human Resources and IT. As an executive, she played a key role in strategic planning as well as worked closely with the chairmen of the compensation and audit committees. Prior to joining Washington REIT, she was employed by the public accounting firm, CohnReznick (formerly The Reznick Group), specializing in audit and tax services for real estate clients. Ms. Franklin is a member of the American Institute of Certified Public Accountants (AICPA). | | R. BLAKESLEE GABLE Age: 53 Director Since: 2018 | Chief Executive Officer of Barron Collier Companies, a fourth- generation private investment, agriculture, and land development company based in Naples, Florida. Mr. Gable joined Barron Collier Companies in 1999. | | | Mr. Gable is a graduate of Tulane University with a B.A. in History. Prior to becoming CEO of Barron Collier Companies, he served in various leadership roles, including project manager during the establishment of the new hometown, Ave Maria, Florida; and vice president of mineral management and real estate. Mr. Gable now oversees a team of 175 employees, over 2.5 million square feet of commercial properties, and private land holdings of more than 80,000 acres. For five years after having received his undergraduate degree, Mr. Gable was Legislative Director of United States Representative Ed Pastor (AZ) in Washington, D.C. Upon moving back to Florida, he received a Master’s degree in Business Administration from the Executive MBA program of Florida Gulf Coast University. Mr. Gable currently sits on the Board at Naples Community Hospital, a local not-for-profit healthcare system, and is Chair-Elect for the Greater Naples Chamber, a nonprofit organization that works to strengthen the local economy and promote the business community. He previously served as Chairperson of the Florida Gulf Coast University Board of Trustees. He has also served on the Board of Enterprise Florida, |

  6. NOMINEES STANDING FOR ELECTION

    | | as a Trustee of the area YMCA, and as a Director of The Immokalee Foundation. Mr. Gable is a member of the Audit and Governance Committees. | | CHRISTOPHER W. HAGA Age: 56 Director Since: 2017 | Mr. Haga is currently an Operating Partner at MGG Investment Group, a direct lending and private equity investment firm, a position he has held since November 2022. He also serves as Chairman of MGG RMC SPV LLC, the holding company for the manager of Citizens United Reciprocal Exchange, an insurance provider offering property and casualty insurance products, since January 2023. | | | Mr. Haga is a graduate of the University of North Carolina at Chapel Hill with a B.S. in Business Administration, and also received an M.B.A. from the Darden School at the University of Virginia. Mr. Haga has over 25 years of experience in finance and investments, including over 20 years of managing risk in traded credit and private debt and equity. Mr. Haga served as a director for Fortress Value Acquisition Corp. III (NYSE: FVT), a special purpose acquisition company, from December 2021 to November 2022. In addition, Mr. Haga served as Head of Strategic Investments with Carlson Capital, L.P., an alternative asset management firm, from 2003 to 2020. Mr. Haga has also served on a number of public and private company boards, including as chairman of the board of directors for Barbican Group Holdings Limited, a Lloyd’s-based reinsurance group, from 2007 to 2019, and the board of SWK Holdings Corporation (OTC: SWKH), a public company, from 2014 to 2021. Prior to his tenure at Carlson, he spent five years in London with Lehman Brothers, primarily in the structured finance department. He has also been an investment banker or principal investor at RBC Capital Markets, Stephens & Co. and Alex. Brown & Sons. Mr. Haga is a member of the Audit, Compensation and Governance Committees. |

  7. NOMINEES STANDING FOR ELECTION

    There are no family relationships among our directors or executive officers.

  8. DIRECTOR COMPENSATION FOR 2023

    DIRECTOR COMPENSATION FOR 2023 The following table shows the annual compensation paid to non-employee directors for services performed in the fiscal year ended December 31, 2023:

  9. DIRECTOR COMPENSATION FOR 2023

    | NAME | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | George R. Brokaw | $59,979 | $35,002 | $94,981 | | Christopher J. Drew | $49,977 | $35,002 | $84,979 | | Laura M. Franklin | $104,975 | $35,002 | $139,977 | | R. Blakeslee Gable | $57,458 | $35,002 | $92,460 | | Christopher W. Haga | $62,477 | $35,002 | $97,479 | | Total 2023 Director Compensation | $334,866 | $175,010 | $509,876 |

  10. DIRECTOR COMPENSATION FOR 2023

    (1) For 2023, Ms. Franklin and Messrs. Brokaw, Drew, Gable and Haga elected to receive their annual $40,000 retainer payment and their fees for committee service in common stock of the Company, which resulted in such directors being awarded the following amounts of fully vested, unrestricted shares in lieu of cash: Ms. Franklin: 2,373; Mr. Brokaw: 3,560; Mr. Drew: 2,966; Mr. Gable: 3,410; Mr. Haga: 3,708. See below under “Stock Compensation” for the methodology used to calculate the number of shares of common stock awarded to each director. (2) The amounts included in this column reflect the aggregate grant date fair value of restricted stock granted to non-employee directors during 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), disregarding the estimate of forfeitures. See below under “Stock Compensation” for the methodology used to calculate the number of shares awarded to each non-employee director. The restricted stock granted to our non-employee directors vests immediately when granted, and the disposition thereof is prohibited until the recipient’s service as a Company director has concluded. As of December 31, 2023, none of our non-employee directors held unvested shares.

  11. Cash Compensation

    | 2023 Director Compensation | | | | | Audit Committee Chair: $15,000 Member: $7,500 Nominating and Corporate Governance Committee Chair: $10,000 Member: $5,000 | Compensation Committee Chair: $10,000 Member: $5,000 Board Chair $65,000 |

  12. Cash Compensation

    | 2024 Director Compensation | | | | | Audit Committee Chair: $22,500 Member: $11,250 Nominating and Corporate Governance Committee Chair: $15,000 Member: $7,500 | Compensation Committee Chair: $15,000 Member: $7,500 Board Chair $97,500 |

  13. Consideration of Director Nominees

    Consideration of Director Nominees The Governance Committee will consider recommendations from stockholders of candidates for membership on the Board. To recommend a candidate to the Governance Committee, stockholders should submit recommendations in writing to our Corporate Secretary at 369 N. New York Avenue, Suite 201, Winter Park, Florida 32789. A nominating recommendation must include a description of the candidate’s qualifications and be accompanied by the candidate’s written statement of willingness and affirmative desire to serve in a manner representing the interest of all stockholders. Candidates recommended by stockholders will be considered using the same criteria and in the same manner utilized by the Governance Committee in considering all candidates for election to the Board. In addition to recommending nominees for consideration to the Governance Committee, stockholders may also directly propose nominees for consideration at an annual meeting of our stockholders by following the procedures specified in our Bylaws. The Governance Committee has established specific, minimum qualifications that must be met by a Governance Committee-recommended nominee. Under these criteria, a majority of the Board should be independent under the listing standards of the NYSE. In addition, a nominee should demonstrate high ethical standards and integrity and be accountable for boardroom decisions (no individual will be nominated to be a director of the Company where the Governance Committee has determined that the individual has demonstrated a lack of ethical standards, as evidenced by a material violation of applicable law, regulations, stock exchange listing standards or the Company’s Code of Business Conduct and Ethics); should have the ability to provide thoughtful counsel on a broad range of issues; should be financially literate; should be willing to listen and be open to the consideration of other opinions, as well as have the ability to effectively communicate his or her own ideas; should be committed to our achievement of exceptional performance standards to benefit our customers, stockholders, employees, and communities; and should have the ability to commit sufficient time and attention to our activities. Prior to identifying and evaluating nominees for director, the Governance Committee assesses the size and membership of the Board and determines whether any vacancies are to be expected. In the event of any vacancies, the Governance Committee considers potential candidates for director, which may come to the Governance Committee’s attention through current Board members, stockholders, professional search firms, or other persons. In addition to the specific minimum qualifications described above, the Governance Committee seeks to ensure that the Board as a whole will possess the following specific qualities or skills: expertise in management or oversight of financial accounting and control; a record of making sound business decisions; cognizance of current general management trends and “best practices;” relevant knowledge specific to the industries in which we operate; ability and willingness to motivate and require high performance by management; capability of questioning, approving, and monitoring our strategic plans, and providing insight and directional focus; a knowledge of the geographic area in which we operate and local and state business, political, and governmental contacts which would be beneficial to us; and experience on the boards of other public companies. The Governance Committee meets to review and report to the Board on possible candidates for membership and annually recommends a slate of nominees to the Board with respect to nominations for the Board at the annual meeting of stockholders. The Governance Committee believes that its criteria and desired qualities and skills lead to nominees with a broad diversity of experience, skills, and backgrounds. The Governance Committee does not assign specific weights to its criteria and no specific quality or skill is applicable to all prospective nominees. While we do not have a formal policy on diversity, the Governance Committee assesses its effectiveness in accounting for diversity, along with the other factors taken into account to identify director nominees, when it annually evaluates the performance of the Board and each director and periodically reviews the Company’s corporate governance guidelines.

  14. Overview

    Overview This Compensation Discussion and Analysis (“CD&A”) is intended to provide an overview and analysis of the material elements of our executive compensation program and policies during the 2023 fiscal year for the following individuals, our NEOs: • John P. Albright, age 58, our President & CEO; • Steven R. Greathouse, age 46, our Senior Vice President & Chief Investment Officer (“CIO”); • Matthew M. Partridge, age 40, our former Senior Vice President, Chief Financial Officer & Treasurer (“CFO”) during fiscal year 2023; and • Daniel E. Smith, age 58 our Senior Vice President, General Counsel & Corporate Secretary (“General Counsel”). Following this overview is a series of tables and related narrative containing specific information pertaining to the compensation earned in 2023 by our NEOs. The discussion below is intended to put the information contained in the tables into context with our overall executive compensation program.

  15. Competitive Considerations (Peer Group)

    Competitive Considerations (Peer Group) Starting in 2017, in connection with the redesign of our executive compensation practices and based on advice from our compensation consultant at that time, we implemented the practice of formally benchmarking executive compensation. The benchmarking data assists the Compensation Committee in comparing overall compensation practices against a broad mix of companies to ensure that our compensation practices are reasonable in light of both industry trends and the size of the Company. The Compensation Committee views the compensation practices of our peer companies as a useful reference point when structuring each component of compensation and total remuneration overall. While references are made to the median of our peer group, the Compensation Committee does not target the median, average or any specific percentile of the peer group. With the assistance of our compensation consultant, as a result of our transformation over the last several years from primarily a Florida land company to a diversified REIT, in 2023 the Compensation Committee established a peer group of the 12 companies listed below, all of which were publicly traded REITs as of the dates for which executive officer compensation information was available for benchmarking purposes. Two of the peer group companies are no longer publicly traded, although their public disclosures regarding compensation were available and taken into consideration as part of the benchmarking exercise. As of year-end 2023, the median market capitalization of the 10 remaining publicly traded peer group companies was approximately $694 million, and as of April 19, 2024, the median market capitalization was $799.7 million.

  16. 2023 PEER GROUP

    2023 PEER GROUP

  17. 2023 PEER GROUP

    | • Armada Hoffler Properties, Inc. | • NETSTREIT Corp. | | • Chatham Lodging Trust | • One Liberty Properties Inc. | | • City Office REIT, Inc. | • Plymouth Industrial REIT, Inc. | | • Community Healthcare Trust Inc. | • RPT Realty | | • Four Corners Property Trust, Inc. | • Urstadt Biddle Properties Inc. | | • Getty Realty Corp. | • Whitestone REIT |

  18. Executive Compensation Elements

    Executive Compensation Elements Base Salary. The Compensation Committee believes that base salaries provide our NEOs with a degree of financial certainty and stability and are essential in attracting and retaining highly qualified individuals. The base salaries of the NEOs were set at the time of their employment, and thereafter have been set annually in February after a review of the following: • their performance during the previous year of the normal responsibilities associated with the NEO’s job description; • any additional responsibilities assumed during the previous year, or any special or non-recurring projects undertaken during the year, and the NEO’s performance with respect to such additional responsibilities or projects; and • compensation information provided by Ferguson Partners pertaining to our peer group of companies to benchmark each executive’s compensation, including base salary, total cash compensation, total equity compensation, “at risk” compensation, and overall pay mix. The Compensation Committee analyzed the total mix of available information on primarily a qualitative basis in determining base salary. For information regarding each NEO’s performance in 2023, please see below under the heading “Annual Incentive Plan.” Based on the information and advice provided by Ferguson Partners, in an effort to achieve a desirable combination of certainty as well as “at risk” incentive and performance-based compensation, and to achieve target total compensation for our NEOs competitive with our peer group for each NEO position, our NEOs’ base salaries were adjusted for fiscal years 2022 and 2023 as reflected in the table below. These adjustments included mid-year 2022 salary increases for our CIO, CFO and General Counsel, which were made in response to changing market conditions and in order to incentivize and retain them. Our NEOs’ base salaries remain unchanged for fiscal year 2024.

  19. Executive Compensation Elements

    Annual Incentive Plan. The purpose of the Annual Incentive Plan is to create a mutuality of interest between management and the Company’s stockholders through an annual cash incentive structure designed to incentivize and reward specific actions and outcomes that will contribute to and accelerate execution of the Company’s long-term strategic business plan, thereby increasing long-term stockholder value. During the beginning of each fiscal year, the Compensation Committee, with the assistance of its compensation consultant, establishes target cash incentive amounts for each plan participant (usually a percentage of base salary), as well as objective performance metrics that will be used to evaluate the NEOs’ performance during the coming year, including the relative weighting among the various metrics. In addition, the Compensation Committee will establish, for each metric, a “threshold,” “target,” and “outperform/maximum” level of achievement (the “Goals”). The “threshold” Goal means the minimum level of achievement pertaining to the metric required for an award to be earned under the Annual Incentive Plan; the “target” Goal means the level of achievement pertaining to the metric required for the target award to be earned; and the “outperform/maximum” Goal means the level of achievement pertaining to the metric required for the maximum award. Linear interpolation is used to determine amounts earned and paid based on achievement levels between the “threshold” and “target” Goals and between the “target” and “outperform/maximum” Goals. In addition, the Compensation Committee may exercise its discretion to allocate superior performance with respect to one or more metrics to the unachieved potential pertaining to another metric, so long as the total amount earned does not exceed the participant’s overall award potential. For 2023, the Compensation Committee selected two objective metrics, and established objective, measurable Goals utilizing such metrics for 70% of the target annual incentive amount for the year. The performance metrics under the Annual Incentive Plan for 2023 are described below: • AFFO Per Share: By the end of 2020, the Company had largely completed its primary strategic objective of monetizing its land portfolio and redeploying the proceeds into income properties, which culminated in the Company’s conversion to a diversified REIT focusing on multi-tenant retail properties. The Compensation Committee, with the assistance of Ferguson Partners, determined that “adjusted funds from operations,” or “AFFO” would be the most appropriate metric to gauge management’s effective operation of the Company’s business as a REIT. As a result, for 2023, the Annual Incentive Plan allocation to the Company’s AFFO per diluted share was 50%. • Other Income Growth: After the completion of Alpine’s IPO in November 2019, one of the Company’s top priorities was to increase the value of its investment in Alpine through prudently growing Alpine’s portfolio of net-lease income properties, and strategically raising additional equity capital in addition to utilizing Alpine’s available cash on hand and its untapped revolving credit facility. The Company also strategically seeks additional ancillary revenue opportunities. As a result, for 2023, the Annual Incentive Plan allocation to the growth of other income was 20%. The following table sets forth the weighting and Goals established during the first 90 days of 2023 under the Annual Incentive Plan for the above metrics, along with the actual 2023 results achieved by management and the outcome under each of the metrics, as determined by the Compensation Committee.

  20. Executive Compensation Elements

    For calculations of FFO per diluted share, Core FFO per diluted share, and AFFO per diluted share, see pages 48 – 50 of our Annual Report on Form 10-K filed with the SEC on February 22, 2024, which also includes a GAAP reconciliation of these non-GAAP measures. (2) For calculations of net debt + preferred / pro forma EBITDA, see Appendix A to this proxy statement, which also includes a GAAP reconciliation of this non-GAAP measure. Regarding the qualitative portion of the Annual Incentive Plan for 2023, the Compensation Committee’s determinations regarding eligibility for such portion for each of our NEOs is set forth below. During 2023, under the leadership of Mr. Albright, the Company accomplished the following: Total Stockholder Return. The Company delivered total stockholder return (“TSR”) of 3.6% during 2023, through a combination of share price preservation and our $0.38 per share quarterly dividend, which we established at the end of 2022. While our one-year TSR trailed the MSCI US REIT Index and the compensation peer group average, our three- and five-year total annualized returns significantly outperformed both the index and the peer group average (see charts on page 26 above). Our $0.38 per share quarterly dividend represented an annualized yield of 8.8% based on the closing price of our common stock on December 29, 2023. The Company declared and paid total dividends in 2023 of $1.52 per diluted share, representing a 2.0% year-over-year increase. Portfolio Growth and Repositioning. We acquired four retail properties at a weighted-average going-in cash cap rate of 7.5% for total acquisition volume of $80.0 million, as well as one land parcel adjacent to one of our Atlanta-area properties. The newly acquired properties are in well-located submarkets of the high-growth cities of Atlanta, Georgia and Dallas, Texas, and include anchor tenants such as Dick’s Sporting Goods, Best Buy and HomeGoods. In addition, we strategically recycled capital by disposing of nine of our income properties for $87.1 million in proceeds at a weighted average exit cap rate of 7.5% for aggregate gains of $6.6 million, and by monetizing non-core and non-income producing assets including approximately 3,481 acres of subsurface rights. Finally, we originated two structured investments totaling $30.4 million at a weighted average initial yield of 8.1%. Balance Sheet Enhancement. We entered into $310 million of interest rate swaps in 2023 to mitigate our remaining variable interest rate exposure by fixing it at a favorable rate, hedge against potential future interest rate increases upon expiration of existing swaps, and strategically align long-term investment rates with attractive long-term interest rates. We also repurchased 369,300 shares of our common stock for $6.0 million at an average price of $16.35 per share, and 21,192 shares of our Series A Preferred Stock for $0.4 million at an average price of $18.45 per share. Alpine Investment. We continued to successfully execute the current opportunistic growth and capital recycling and credit enhancement strategy for Alpine, an externally advised, net-lease REIT managed by the Company that was formed in November 2019. During 2023, Alpine acquired 14 net lease retail properties for total acquisition volume of $82.9 million, reflecting a weighted-average going-in cash cap rate of 7.4%, and originated $38.6 million of mortgages and construction loans at a 9.1% initial blended yield. Alpine also disposed of 24 properties during 2023 for proceeds of $108.3 million, at a weighted average exit cap rate of 6.3%. In 2023, Alpine also issued an additional 665,929 shares under its ATM program at a weighted average price of $18.96 per share for net proceeds of $12.4 million, and repurchased 899,011 shares for $14.6 million at an average price of $16.23 per share. Alpine has also meaningfully enhanced its credit profile, with its investment grade-rated tenant exposure climbing to 65% as of December 31, 2023, marking a notable increase from 54% as of December 31, 2022. Operations. We reported net income of $0.03 per diluted share, and FFO, Core FFO and AFFO per diluted share of $1.66, $1.77 and $1.91,1 respectively. We also signed 496,643 square feet of leases, extensions and renewals at an average per square foot rent of $26.15, with comparable leasing spreads growth of 7.5%, and grew occupancy by 0.1%. Finally, we completed construction of our new permanent headquarters location at 369 N. New York Avenue in Winter Park, Florida, which we began occupying in March of 2023. NEO Performance Evaluation and Annual Incentive Plan Computation The Board evaluated Mr. Albright’s performance for 2023, including a review of the accomplishments described above. Upon the recommendation of the Compensation Committee, the Board determined that with respect to his annual incentive opportunity for 2023 under the Annual Incentive Plan, (i) Mr. Albright had earned 128% of target with respect to the objective goals established at the beginning of 2023 (constituting 70% of his annual incentive compensation opportunity); and (ii) with respect to the strategic/qualitative/discretionary component (constituting the remaining 30% of his annual incentive compensation opportunity), Mr. Albright had earned 109% of target. The determination regarding the strategic/qualitative/discretionary component was based on a combination of factors including outstanding Net Debt + Preferred / Pro Forma EBITDA as of year-end 2023, positive change to Same Store Leased Occupancy, and other subjective factors. The foregoing resulted in total payout under the Annual Incentive Plan for 2023 of 123.2% of his target award. Mr. Albright reviewed Mr. Greathouse’s performance for 2023 with input from the Board. His most significant accomplishments and contributions to the Company’s success included his key role in leading the Company’s asset acquisition, loan origination and asset disposition efforts at both the Company and Alpine. In February 2024, the Board, upon the recommendation of Mr. Albright and the Compensation Committee, determined that for 2023, Mr. Greathouse was eligible for payout of 128% of target for the 70% of his annual incentive opportunity pertaining to the objective Goals established at the beginning of 2023, and 109% of target for the 30% of his annual incentive opportunity pertaining to strategic/qualitative/ discretionary items, for a total payout under the Annual Incentive Plan for 2023 of 123.2% of his target award. Mr. Albright reviewed Mr. Partridge’s performance for 2023 with input from the Board. His most significant accomplishments and contributions to the Company’s success included his efforts to proactively manage the Company’s and Alpine’s balance sheet and liquidity, which included numerous key transactions for both the Company and Alpine in the debt and equity markets; his continued consistent dialogue with investors and equity analysts, resulting in additional equity research coverage for both the Company and Alpine; and enhancements to the Company’s financial reporting framework, strategic planning and forecasting, and internal controls. In February 2024, the Board, upon the recommendation of Mr. Albright and the Compensation Committee, determined that for 2023, Mr. Partridge was eligible for payout of 128% of target for the 70% of his annual incentive opportunity pertaining to the objective Goals established at the beginning of 2023, and 109% of target for the 30% of his annual incentive opportunity pertaining to strategic/qualitative/discretionary items, for a total payout under the Annual Incentive Plan for 2023 of 123.2% of his target award. Mr. Albright reviewed Mr. Smith’s performance for 2023 with input from the Board. His most significant accomplishments and contributions to the Company’s success included oversight of negotiation and 1

  21. Executive Compensation Elements

    For calculations of FFO per diluted share, Core FFO per diluted share, and AFFO per diluted share, see pages 48 – 50 of our Annual Report on Form 10-K filed with the SEC on February 22, 2024, which also includes a GAAP reconciliation of these non-GAAP measures. For calculations of same-property net operating income, see Appendix A to this proxy statement, which also includes a GAAP reconciliation of this non-GAAP measure. successful execution of numerous key transactions in collaboration with the executive team in direct support of the Company’s strategic objectives; his continued execution and development of the Company’s and Alpine’s public disclosures and corporate governance; and successful management of numerous initiatives in connection with the Company’s growing employee base. In February 2024, the Board, upon the recommendation of Mr. Albright and the Compensation Committee, determined that for 2023, Mr. Smith was eligible for payout of 128% of target for the 70% of his annual incentive opportunity pertaining to the objective Goals established at the beginning of 2023, and 109% of target for the 30% of his annual incentive opportunity pertaining to strategic/qualitative/discretionary items, for a total payout under the Annual Incentive Plan for 2023 of 123.2% of his target award. The table below sets forth the actual awards earned by each of the NEOs under the Annual Incentive Plan based on their achievements during 2023:

  22. Executive Compensation Elements

    Equity Compensation. The 2010 Plan was originally adopted by the Board and approved by the stockholders in 2010, and was most recently amended by the Board and the Company’s stockholders in 2023. Awards under the 2010 Plan are approved by the Compensation Committee. The 2010 Plan provides the Compensation Committee with flexibility to design compensatory awards that are responsive to the Company’s needs and to determine the terms of each award. The Board and the Compensation Committee intend for the 2010 Plan to be the primary vehicle for providing long-term compensation to and retention of its NEOs and other key managers in the near term. The long-term incentive component of our executive compensation program typically employs a combination of two types of equity awards — Performance Shares and Time-Based Restricted Stock — which are normally awarded to our NEOs near the beginning of each year, in approximately the percentages set forth below. In addition, the Compensation Committee will, in its discretion, occasionally grant off-cycle incentive equity awards, including to new employees to ensure their alignment with the Company’s stockholders, and to existing employees for retention purposes. Performance Shares. Performance Share award recipients are eligible to vest in and receive shares of the Company’s common stock based on the Company’s TSR during a three-year performance period relative to an established comparison group of companies (“Relative TSR”). Each award of Performance Shares stipulates an initial target number of shares, and the recipient is eligible to receive, at the end of the performance period, a percentage of the target number of shares based on the achievement of threshold, target, and outperform/maximum Relative TSR percentile goals. The threshold, target, and outperform/maximum Relative TSR percentile goals for the 2023 awards are set forth in the table below.

  23. Executive Compensation Elements

    | 2023 PERFORMANCE SHARE | | | | RELATIVE TSR PERCENTILE GOALS AND PAYOUT PERCENTAGES | | | | | Relative TSR Percentile | Payout Percentage | | Threshold | 34th | 50% | | Target | 51st | 100% | | Maximum | 67th | 150% |

  24. Executive Compensation Elements

    Performance Period: January 1, 2023 to December 31, 2025 Comparison Group: Constituent companies of the MSCI US REIT Index (the “Index”) as of January 1, 2023 TSR Governor: Payout percentage cannot exceed 100% if absolute TSR does not exceed 3% per annum If the Company’s Relative TSR percentile falls below the 34th percentile, then none of the 2023 Performance Shares will vest. If the Relative TSR percentile falls between the threshold and target goals, or between the target and outperform/maximum goals, linear interpolation will be used to determine the vesting percentage. In addition, if the Company declares and pays dividends on its outstanding common stock during the performance period, the Performance Share award recipients will be entitled to have dividend equivalents accrued with respect to the Performance Shares. Such dividend equivalents will be subject to the same vesting and forfeiture requirements as the underlying Performance Shares to which they relate and, to the extent they become vested, will be paid to the Performance Share award recipients in cash no later than 60 days after the conclusion of the performance period. In the event of a nonqualifying termination of a Performance Share award recipient prior to the end of the performance period, all of the rights to performance shares will be automatically forfeited along with the participants’ rights to the cash payment of any dividend equivalent. The table below shows the Company’s Relative TSR percentile and payout percentage of target for Performance Shares since 2018. Time-Based Restricted Stock. Time-Based Restricted Stock awards consist of a fixed number of shares of the Company’s common stock, which vest ratably over approximately three years, provided that the holder is continuously employed with the Company through each anniversary date. In addition, each restricted stock award entitles its holder to a cash payment equal to the aggregate dividends that would have been paid on the total number of shares that ultimately vest, as if such shares had been outstanding on each dividend record date over the period from the grant date through the vesting of the shares. Such dividend equivalents will be subject to the same vesting and forfeiture requirements as the underlying shares of restricted stock to which they relate. In the event of a nonqualifying termination of a participant prior to the vesting date, all of the rights to unvested restricted stock will be automatically forfeited along with the participants’ rights to the cash payment of any dividend equivalent. The table below details the equity-based awards granted to each of our NEOs in fiscal year 2023.

  25. Executive Compensation Elements

    | | Performance Shares | | Time-Based Restricted Stock | | | | #(1) | Value(2) | #(3) | Value(4) | | John P. Albright | 59,163 | 1,070,850 | 25,737 | 495,180 | | Steven R. Greathouse | 22,662 | 410,182 | 12,667 | 243,713 | | Matthew M. Partridge | 22,662 | 410,182 | 12,667 | 243,713 | | Daniel E. Smith | 16,997 | 307,646 | 13,413 | 258,066 |

  26. Executive Compensation Elements

    (1) Represents the number of shares of Company common stock that may be earned if maximum performance under the Performance Share award is achieved. (2) Represents the per share grant date fair value of the Performance Shares granted on February 17, 2023, calculated in accordance with FASB ASC Topic 718, times the number of shares that may be earned if maximum performance under the Performance Share award is achieved. The shares of Time-Based Restricted Stock will vest ratably in three annual installments beginning on January 28, 2024, provided that the NEO is an employee of the Company on the applicable vesting dates. Represents the grant date fair value of shares of Time-Based Restricted Stock granted on February 17, 2023, calculated in accordance with FASB ASC Topic 718. 401(k)Plan. Employees (including the NEOs) may participate in our 401(k) Plan, a tax-qualified retirement plan maintained to provide the opportunity to provide for retirement savings through tax-advantaged employee contributions. The 401(k) Plan permits eligible employees to contribute compensation up to the maximum limit set annually by the Internal Revenue Service, subject to certain limitations imposed by the Internal Revenue Code (the “Tax Code”). The employees’ elective contributions are immediately vested and non-forfeitable in the 401(k) Plan. Eligibility for the 401(k) Plan requires two calendar months of service in which the employee is credited with 160 hours of service in each month. The Company has adopted a “safe harbor” matching program, in which the Company matches (i) 100% of the employee’s contribution up to 3% of the employee’s compensation and (ii) 50% of the employee’s contribution up to the employee’s next 2% of compensation, for a total potential match of 4% of the employee’s compensation, subject to certain limitations imposed by the Tax Code. Employment Agreements. On June 30, 2011, we entered into an employment agreement with Mr. Albright to serve as our President and CEO, effective August 1, 2011, which agreement was amended and restated on May 20, 2015, and again on July 29, 2020. On October 22, 2014, we entered into an employment agreement with Mr. Smith to serve as our Senior Vice President, General Counsel and Corporate Secretary. On February 26, 2016, we entered into an employment agreement with Mr. Greathouse to serve as our Senior Vice President-Investments. On October 1, 2020, we entered into an employment agreement with Mr. Partridge to serve as our Senior Vice President, Chief Financial Officer and Treasurer. We do not have any such agreements with any other officers or employees. Severance Benefits. Each of our NEOs may become entitled to receive certain payments or benefits upon a qualifying termination of employment (either prior to, or following, a Change in Control) pursuant to their employment agreements. These payments and benefits are described in detail in the section entitled “Potential Payments upon Termination or Change in Control” beginning on page 46 of this proxy statement. None of our other employees has a severance agreement or an employment agreement providing severance benefits; however, all full-time employees of the Company including our NEOs may qualify to participate under the Company’s broad-based severance policy.

  27. 2024 Incentive Awards

    2024 Incentive Awards In February 2024, the Board approved 2024 award opportunities for our NEOs under the Annual Incentive Plan. The terms of the Annual Incentive Plan opportunities for 2024 are similar to the award terms from 2023, with the CEO’s threshold, target, and maximum payout opportunities at 47.5%, 95%, and 190%, respectively, of base salary, and the other NEOs’ threshold, target, and maximum payout opportunities at 37.5%, 75%, and 150%, respectively, of base salary. Equity awards granted to the NEOs in February 2024 were consistent with the awards granted in February 2023 — i.e., the restricted stock awards each include three-year vesting schedules and the performance-based awards utilize the same thresholds and payout percentages as the 2023 awards, with the comparison group comprised of the component companies of the Index as of January 1, 2024, and the same TSR Governor of 3%.

  28. 2024 Peer Group

    2024 Peer Group As part of our ongoing compensation practices, the Compensation Committee periodically undertakes, with the assistance of Ferguson Partners, a thorough review of the current peer group to determine whether any modifications are appropriate. In late 2023, prior to performing its benchmarking review of executive compensation, the Compensation Committee once again undertook the peer group review process, with the assistance of Ferguson Partners. The Compensation Committee paid special attention to the Company’s current asset base, market capitalization, and total enterprise value, as well as other factors. As a result of the review, no changes to the peer group were made for 2024. The Compensation Committee recognizes that two of the peer companies are no longer publicly traded, which will result in those companies being removed from the peer group when the review process is undertaken again in late 2024 to determine the peer group for 2025. Peer Group for 2024:

  29. 2024 Peer Group

    | • Armada Hoffler Properties, Inc. | • NETSTREIT Corp. | | • Chatham Lodging Trust | • One Liberty Properties Inc. | | • City Office REIT, Inc. | • Plymouth Industrial REIT Inc. | | • Community Healthcare Trust Inc. | • RPT Realty | | • Four Corners Property Trust, Inc. | • Urstadt Biddle Properties Inc. | | • Getty Realty Corp. | • Whitestone REIT |

  30. 2024 Peer Group

    As noted previously, with respect to the performance-based equity incentive awards granted in 2024, the Index will be utilized to measure Relative TSR. The above peer group was utilized primarily for compensation benchmarking purposes for setting 2024 compensation. The salary levels and other compensation elements of our peer group are among the factors taken into consideration by the Compensation Committee when evaluating the compensation of our NEOs (without benchmarking to a specific target).

  31. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the compensation of our NEOs for the fiscal years ended December 31, 2021, 2022, and 2023:

  32. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2)(3) | Non- Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | John P. Albright President & CEO | 2023 | 640,710 | — | 1,209,080 | 749,638 | 22,938(4) | 2,622,366 | | | 2022 | 593,250 | — | 1,141,117 | 667,406 | 21,938(4) | 2,423,711 | | | 2021 | 565,000 | — | 1,135,825 | 635,625 | 21,338(4) | 2,357,788 | | Matthew M. Partridge(1) Former Senior Vice President, Chief Financial Officer & Treasurer | 2023 | 400,000 | — | 517,168 | 369,477 | 13,740(5) | 1,300,385 | | | 2022 | 383,750 | — | 859,035 | 450,000 | 12,686(5) | 1,705,471 | | | 2021 | 350,000 | — | 423,588 | 262,500 | 12,086(5) | 1,048,174 | | Steven R. Greathouse Senior Vice President & Chief Investment Officer | 2023 | 400,000 | — | 517,168 | 369,477 | 14,010(6) | 1,300,655 | | | 2022 | 383,750 | — | 859,035 | 450,000 | 12,740(6) | 1,705,525 | | | 2021 | 350,000 | — | 423,588 | 262,500 | 12,140(6) | 1,048,228 | | Daniel E. Smith Senior Vice President, General Counsel & Corporate Secretary | 2023 | 300,000 | — | 463,157 | 277,108 | 15,522(7) | 1,055,787 | | | 2022 | 271,366 | — | 486,692 | 318,214 | 14,522(7) | 1,090,794 | | | 2021 | 247,500 | — | 299,541 | 185,625 | 13,896(7) | 746,562 |

  33. 2023 Summary Compensation Table

    (1) Mr. Partridge resigned from his position as CFO of the Company effective as of April 1, 2024. (2) Represents the aggregate grant date fair value for performance share and time-vesting restricted stock awards granted pursuant to the 2010 Plan, computed in accordance with FASB ASC Topic 718, disregarding the estimate of forfeitures, calculated as follows with respect to time-vesting restricted stock awards: (i) for awards granted in 2021, by multiplying the number of shares issued by the Company’s stock price at the grant date, less the present value of expected dividends during the vesting period; and (ii) for awards granted in 2022 and 2023, by multiplying the number of shares issued by the Company’s stock price at the grant date, which was $19.80 (February 17, 2022) and $19.24 (February 17, 2023). (3) With respect to performance share awards, amounts included consist of the aggregate grant date fair value of the awards, based on the probable outcome of conditions required to be met for vesting, computed in accordance with FASB ASC Topic 718. If the maximum amount, rather than the probable amount, were reported in the table with respect to the 2023 performance share awards, the values associated with the performance share awards would be as follows for each NEO: Mr. Albright: $1,070,850; Mr. Partridge: $410,182; Mr. Greathouse: $410,182; and Mr. Smith: $307,646 (versus the respective $713,900, $273,455, $273,455 and $205,091 actually included for each individual). The amounts do not reflect whether Messrs. Albright, Partridge, Greathouse, or Smith have actually realized or will realize a financial benefit from the award, as the award is at-risk until the performance conditions are satisfied. For information on the valuation assumptions used in these computations, refer to Note 20 (Stock-Based Compensation) in the Notes to Consolidated Financial Statements included in our 2023 Annual Report. Amounts reflect group term life insurance and long-term disability insurance premiums paid on behalf of Mr. Albright by the Company, and 401(k) plan employer matching contributions; during fiscal year 2023, such amounts were $2,322 (life insurance), $7,416 (disability insurance), and $13,200 (401(k) match). Amounts reflect group term life insurance premium paid on behalf of Mr. Partridge by the Company, and 401(k) plan employer matching contributions; during fiscal year 2023, such amounts were $540 (life insurance) and $13,200 (401(k) match). (6) Amounts reflect group term life insurance premium paid on behalf of Mr. Greathouse by the Company, and 401(k) plan employer matching contributions; during fiscal year 2023, such amounts were $810 (life insurance) and $13,200 (401(k) match). Amounts reflect group term life insurance premium paid on behalf of Mr. Smith by the Company, and 401(k) plan employer matching contributions; during fiscal year 2023, such amounts were $2,322 (life insurance) and $13,200 (401(k) match).

  34. Grants of Plan-Based Awards during the Year Ended December 31, 2023

    Grants of Plan-Based Awards during the Year Ended December 31, 2023 The following table summarizes the grants of plan-based awards to our NEOs for the fiscal year ended December 31, 2023.

  35. Grants of Plan-Based Awards during the Year Ended December 31, 2023

    | Name | Committee Approval and Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John P. Albright | 2/17/23 | 304,337 | 608,675 | 1,217,349 | — | — | — | — | — | | | 2/17/23 | — | — | — | — | — | — | 25,737 | 495,180 | | | 2/17/23 | — | — | — | 19,721 | 39,442 | 59,163 | — | 713,900 | | Matthew M. Partridge | 2/17/23 | 150,000 | 300,000 | 600,000 | — | — | — | — | — | | | 2/17/23 | — | — | — | — | — | — | 12,667 | 243,713 | | | 2/17/23 | — | — | — | 7,554 | 15,108 | 22,662 | — | 273,455 | | Steven R. Greathouse | 2/17/23 | 150,000 | 300,000 | 600,000 | — | — | — | — | — | | | 2/17/23 | — | — | — | — | — | — | 12,667 | 243,713 | | | 2/17/23 | — | — | — | 7,554 | 15,108 | 22,662 | — | 273,455 | | Daniel E. Smith | 2/17/23 | 112,500 | 225,000 | 450,000 | — | — | — | — | — | | | 2/17/23 | — | — | — | — | — | — | 13,413 | 258,066 | | | 2/17/23 | — | — | — | 5,666 | 11,331 | 16,997 | — | 205,091 |

  36. Grants of Plan-Based Awards during the Year Ended December 31, 2023

    (1) The amounts in these columns reflect the target, threshold, and maximum payouts of cash awards made pursuant to the Annual Incentive Plan. (2) The amounts in these columns reflect the target, threshold, and maximum payouts of the performance share grants to Messrs. Albright, Partridge, Greathouse, and Smith made pursuant to the 2010 Plan. (3) The amounts in this column reflect restricted share grants to Messrs. Albright, Partridge, Greathouse, and Smith made pursuant to the 2010 Plan. The stock price on the Grant Date of the February 17, 2023 award was $19.24. The values in the “Grant Date Fair Value” column reflect the grant date fair value of the performance share grants and restricted share grants to our NEOs during fiscal year 2023, and determined in accordance with FASB ASC 718, disregarding the estimate of forfeitures. Regarding assumptions underlying the valuation of these equity awards, please see Note 20 (Stock-Based Compensation) in the Notes to Consolidated Financial Statements included in our 2023 Annual Report.

  37. Outstanding Equity Awards at Fiscal Year End for 2023

    Outstanding Equity Awards at Fiscal Year End for 2023 The following table sets forth information with respect to outstanding equity-based awards held by our NEOs as of December 31, 2023.

  38. Outstanding Equity Awards at Fiscal Year End for 2023

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | John P. Albright | 50,759 | 879,653 | 173,130 | 3,000,343 | | Matthew M. Partridge | 44,134 | 764,842 | 61,745 | 1,070,032 | | Steven R. Greathouse | 44,134 | 764,842 | 61,745 | 1,070,032 | | Daniel E. Smith | 29,816 | 516,711 | 44,636 | 773,533 |

  39. Outstanding Equity Awards at Fiscal Year End for 2023

    (1) This column includes all outstanding time-based restricted stock awards held by our NEOs as of December 31, 2023, including the following: (i) awards to Messrs. Albright, Partridge, Greathouse, and Smith in 2021 for their 2020 performance and in 2022 for their 2021 performance; (ii) a one-time award of restricted shares to Messrs. Partridge, Greathouse and Smith (the “July 2022 Retention Awards”); and (iii) awards to Messrs. Albright, Partridge, Greathouse, and Smith in 2023 for their 2022 performance. Each award of time-based restricted stock vests over a three-year period, other than the July 2022 Retention Awards, which vest as set forth in footnote (4) below on the third anniversary of the July 1, 2022 award date, provided the recipient remains an employee of the Company through the applicable vesting date. See the section below titled “Potential Payments Upon Termination or Change in Control” for a description of potential acceleration and forfeiture provisions of such awards. (2) The amounts in these columns represent the market value of the common stock underlying the time-based restricted stock awards and performance-based awards, as applicable, held by the NEOs as of December 31, 2023, which was computed based on the closing price of our common stock on December 29, 2023 (the last trading day of 2023), which was $17.33, and with respect to performance shares, assuming vesting at the maximum (150%) level. This column includes all outstanding performance-based awards granted to our NEOs, which vest as set forth in footnote (4) below, including performance shares awarded to Messrs. Albright, Partridge, Greathouse, and Smith in 2021 for their 2020 performance, in 2022 for their 2021 performance, and in 2023 for their 2022 performance. The performance share awards entitle the recipients to receive, at the conclusion of a three-year performance period, shares of common stock of the Company, the number of such shares to be between 0% and 150% of the number of performance shares awarded, based on the Company’s TSR over the performance period as compared to the TSR of a certain peer group of companies. See Note 20 (Stock-Based Compensation) in the Notes to Consolidated Financial Statements included in our 2023 Annual Report. See the section below titled “Potential Payments Upon Termination or Change in Control” for a description of potential acceleration and forfeiture provisions of such awards. The following sub-table reflects the regularly scheduled vesting date for each award that is disclosed as outstanding within the main table above:

  40. Outstanding Equity Awards at Fiscal Year End for 2023

    | Name | Vesting Date or Last Date of Performance Period | Number of Time-Based Restricted Shares to Vest | Number of Performance- Based Performance Shares to Vest | | John P. Albright | December 31, 2023 | | 64,166 | | | January 28, 2024 | 25,992 | | | | December 31, 2024 | | 49,802 | | | January 28, 2025 | 16,188 | | | | December 31, 2025 | | 59,162 | | | January 28, 2026 | 8,579 | | | Matthew M. Partridge | December 31, 2023 | | 22,005 | | | January 28, 2024 | 11,506 | | | | December 31, 2024 | | 17,078 | | | January 28, 2025 | 7,405 | | | | July 1, 2025 | 21,000 | | | | December 31, 2025 | | 22,662 | | | January 28, 2026 | 4,223 | | | Steven R. Greathouse | December 31, 2023 | | 22,005 | | | January 28, 2024 | 11,506 | | | | December 31, 2024 | | 17,078 | | | January 28, 2025 | 7,405 | | | | July 1, 2025 | 21,000 | | | | December 31, 2025 | | 22,662 | | | January 28, 2026 | 4,223 | | | Daniel E. Smith | December 31, 2023 | | 15,561 | | | January 28, 2024 | 9,623 | | | | December 31, 2024 | | 12,078 | | | January 28, 2025 | 6,722 | | | | July 1, 2025 | 9,000 | | | | December 31, 2025 | | 16,997 | | | January 28, 2026 | 4,471 | |

  41. Options Exercised and Stock Vested During the Year Ended December 31, 2023

    Options Exercised and Stock Vested During the Year Ended December 31, 2023 The following table sets forth the total restricted stock and performance shares that vested for our NEOs during the year ended December 31, 2023. No stock options were exercised by NEOs during the year ended December 31, 2023, and currently no NEO holds unexercised stock options.

  42. Options Exercised and Stock Vested During the Year Ended December 31, 2023

    | | STOCK AWARDS | | | | | | TIME-VESTING RESTRICTED STOCK AWARDS(1) | | PERFORMANCE SHARE AWARDS(2) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Exercise ($) | | John P. Albright | 25,771 | 497,123 | 56,408 | 1,044,676 | | Matthew M. Partridge | 14,829 | 286,051 | 17,366 | 321,618 | | Steven R. Greathouse | 10,242 | 209,142 | 16,335 | 302,524 | | Daniel E. Smith | 7,594 | 156,673 | 13,473 | 249,520 |

  43. Options Exercised and Stock Vested During the Year Ended December 31, 2023

    (1) For Messrs. Albright, Greathouse, and Smith, restricted shares vesting in 2023 are comprised of a portion of the time-based restricted shares awarded in 2020, 2021, and 2022 as compensation for 2019, 2020, and 2021 performance, respectively. For Mr. Partridge, restricted shares vesting in 2023 are comprised of a portion of the time-based restricted shares awarded in October 2020 in connection with the commencement of his employment with the Company, and a portion of the time-based restricted shares awarded in 2021 and 2022 as compensation for 2020 and 2021 performance. The number of shares vesting and value realized with respect to the 2020 awards reflect the equitable adjustment made in January 2021 in connection with the special distribution to the Company’s stockholders required as a result of the Company’s election to be taxable as a REIT commencing with its taxable year ending December 31, 2020 (the “REIT Conversion Special Distribution”). (2) Performance share awards vesting in 2023 were awarded in January 2020 (except for those awarded to Mr. Partridge, which were awarded on October 1, 2020, in connection with the commencement of his employment) and provided for the recipients to receive, at the conclusion of the performance period commencing January 1, 2020, and ending December 31, 2022, shares of common stock of the Company, the number of such shares to be between 0% and 150% of the number of performance shares awarded, based on the Company’s TSR over the performance period as compared to the TSR of a certain peer group of companies. The number of shares vesting and value realized with respect to such awards reflect the equitable adjustment made in connection with the REIT Conversion Special Distribution.

  44. Pension Benefits and Non-Qualified Deferred Compensation

    Pension Benefits and Non-Qualified Deferred Compensation None of our employees are currently eligible to receive benefits under a defined benefit pension plan or a nonqualified deferred compensation plan providing for retirement benefits.

  45. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Severance Payments and Benefits. We entered into an employment agreement with Mr. Albright on June 30, 2011, in connection with his appointment as our President and CEO effective August 1, 2011, which agreement was amended and restated several times, most recently on July 29, 2020. Pursuant to his employment agreement, if Mr. Albright’s employment is terminated by the Company without cause (as defined in the employment agreement), the Company will pay Mr. Albright an amount equal to 200% of his then-current base salary in one lump sum payment, on the 45th day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. If, after a change in control of the Company (as defined in the employment agreement), Mr. Albright’s employment is terminated by the Company other than for cause (as defined in the employment agreement) or Mr. Albright voluntarily terminates employment for good reason (as defined in the employment agreement), he will receive separation pay in an amount equal to 275% of the sum of (i) his then-current base salary and (ii) his then-current annual target bonus, in one lump sum payment on the 45th day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. We entered into an employment agreement with Mr. Partridge on October 1, 2020, in connection with his appointment as our Senior Vice President, Chief Financial Officer and Treasurer. Pursuant to his employment agreement, if Mr. Partridge’s employment is terminated by the Company without cause (as defined in the employment agreement) prior to October 1, 2025, the Company will pay Mr. Partridge the amounts referenced in his employment agreement, including an amount equal to 100% of his then-current base salary in one lump sum payment, on the 45th day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. In addition, if, after a change in control of the Company (as defined in the employment agreement), Mr. Partridge’s employment is terminated by the Company other than for cause (as defined in the employment agreement) or Mr. Partridge voluntarily terminates employment for good reason (as defined in the employment agreement), he will receive separation pay in an amount equal to 100% of then-current base salary in one lump sum payment on the 45th day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. Mr. Partridge voluntarily resigned from his position as Senior Vice President, Chief Financial and Treasurer of the Company effective as of April 1, 2024 without good reason (as defined in the employment agreement). We entered into an employment agreement with Mr. Greathouse on February 26, 2016, in connection with his appointment as our Senior Vice President-Investments, which agreement was amended on August 4, 2017. Pursuant to the employment agreement, if, after a change in control of the Company (as defined in the employment agreement), Mr. Greathouse’s employment is terminated by the Company other than for cause (as defined in the employment agreement) or Mr. Greathouse voluntarily terminates employment for good reason (as defined in the employment agreement), he will receive separation pay in an amount equal to 100% of then-current base salary in one lump sum payment on the 45th day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. We entered into an employment agreement with Mr. Smith on October 22, 2014, in connection with his appointment as our Senior Vice President, General Counsel and Corporate Secretary, which agreement was amended on February 26, 2016 and August 4, 2017. Pursuant to his employment agreement, if, after a change in control of the Company (as defined in the employment agreement), Mr. Smith’s employment is terminated by the Company other than for cause (as defined in the employment agreement) or Mr. Smith voluntarily terminates employment for good reason (as defined in the employment agreement), he will receive separation pay in an amount equal to 100% of then-current base salary in one lump sum payment on the 45th day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. The above-referenced employment agreements use the general definitions described below. “Change in Control” generally has the same definition as contained in the 2010 Plan (see Equity-Based Incentive Awards discussion below at page 47). “Cause” generally means any of the following: The employee’s arrest or conviction for, plea of nolo contendere to, or admission of the commission of, any act of fraud, misappropriation, or embezzlement, or a criminal felony involving dishonesty or moral turpitude; • A breach by the employee of any material provision of this Agreement, provided that the employee is given reasonable notice of, and a reasonable opportunity to cure within thirty (30) days of such notice (if such breach is curable), any such breach; • Any act or intentional omission by the employee involving dishonesty or moral turpitude; • The employee’s material failure to adequately perform his duties and responsibilities as such duties and responsibilities are, from time to time, in the Company’s discretion, determined and after reasonable notice of, and a reasonable opportunity to cure within thirty (30) days of such notice (if such breach is curable), any such breach; • Any intentional independent act by the employee that would cause the Company significant reputational injury; or • Past or future conduct of the employee, inconsistent with the employee’s reputation at the time this Agreement is executed, which comes to light and results in sustained, widespread public condemnation of the employee that reasonably could be expected to cause adverse publicity or economic injury to the Company. “Good Reason” generally means, without the affected employee’s prior written consent, a material reduction in the employee’s compensation or employment related benefits, or a material change in the employee’s status, working conditions or management responsibilities. The employee’s termination of employment will not constitute a termination for Good Reason unless the employee first provides written notice to the Company of the existence of the Good Reason within sixty (60) days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than thirty (30) days following such written notice of the Good Reason from the employee to the Company, and the effective date of the employee’s termination of employment is within one (1) year following the effective date of the occurrence of the Good Reason. Other than as described above, we do not have any employment agreements, change in control agreements, or severance agreements with any of our NEOs.

  46. Potential Payments Upon Termination or Change in Control

    Annual Incentive Plan Payments. Under the Annual Incentive Plan, if a participant experiences a qualifying termination (as defined below) prior to or on December 31 of the applicable plan year, such participant will be entitled to receive a prorated annual cash incentive payment for such plan year. The prorated amount will be based on the number of days worked by the participant during the applicable plan year prior to and including the date on which the participant’s termination of employment occurs. The Annual Incentive Plan defines a “qualifying termination” as a termination of employment on or after April 1 of the applicable plan year by (a) the Company without cause or (b) the participant for good reason. “Cause” and “good reason” will have the meanings ascribed to such terms in such participant’s employment or similar agreement or, if no such agreement exists, then as defined in the Annual Incentive Plan. Any prorated annual cash bonus will be payable no later than 30 days following the participant’s termination of employment based on the “target” level of achievement. Equity-Based Incentive Awards. All equity awards agreements entered into with our NEOs and other officers pursuant to the 2010 Plan (including the award agreements pertaining to time-based restricted shares and performance shares) provide that all unvested awards become vested upon the officer’s termination of employment without cause or the officer’s resignation for good reason (as such terms are defined in the executive’s employment agreement or the award agreement, as applicable) (such termination of employment being a “Qualifying Termination”). With respect to awards of performance shares, (a) in the case of a Qualifying Termination prior to the expiration of the applicable performance period, the percentage of performance shares that vest pursuant to the applicable agreement shall be the greater of (i) the percentage of performance shares that would vest based on the TSR achieved by the Company as if the performance period had ended on the date of the Qualifying Termination, as determined and certified by the Compensation Committee, multiplied by a fraction, the denominator of which is the total number of days in the original performance period and the numerator of which is the number of days from the beginning of the performance period to the date of the Qualifying Termination or (ii) 100% of the performance shares; and (b) in the case of a Qualifying Termination prior to the expiration of the performance period at any time during the 24-month period following a change in control, the number of performance shares that vest pursuant to the applicable agreement shall be 150% of the performance shares. Under the 2010 Plan, a change of control shall be deemed to have occurred if: • any person (as such term is used in Section 13(d) of the Exchange Act) or group (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than a subsidiary of the Company or any employee benefit plan (or any related trust) of the Company or a subsidiary, becomes the beneficial owner of 50% or more of the Company’s outstanding voting shares and other outstanding voting securities that are entitled to vote generally in the election of directors (“Voting Securities”); • approval by the stockholders of the Company and consummation of either of the following: (A) a merger, reorganization, consolidation or similar transaction (any of the foregoing, a “Merger”) as a result of which the persons who were the respective beneficial owners of the outstanding common stock and/or the Voting Securities immediately before such Merger are not expected to beneficially own, immediately after such Merger, directly or indirectly, more than 50% of, respectively, the outstanding voting shares and the combined voting power of the voting securities resulting from such merger in substantially the same proportions as immediately before such Merger; or (B) a plan of liquidation of the Company or a plan or agreement for the sale or other disposition of all or substantially all of the assets of the Company; or • upon a change in the composition of the Board such that, during any twelve-month period, the individuals who, as of the beginning of such period, constitute the Board (the “Existing Board”) cease for any reason to constitute more than 50% of the Board; provided, however, that any individual becoming a member of the Board subsequent to the beginning of such period whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors immediately prior to the date of such appointment or election will be considered as though such individual were a member of the Existing Board. The following table sets forth the benefit that would have been realized by Messrs. Albright, Partridge, Greathouse, and Smith as of December 31, 2023, if such officer’s employment had been terminated on that date (other than for cause), and the benefit that would have been realized by each NEO as of December 31, 2023, if a change in control had occurred on or before such date.

  47. Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Change in Control Without Termination ($) | Termination without Cause or with Good Reason after Change in Control ($) | Termination without Cause ($) | | John P. Albright | Unvested Time-Based Restricted Stock Awards(1) | — | 879,653 | 879,653 | | | Severance pursuant to employment agreement | — | 1,761,953 | 1,281,420 | | | Prorated Annual Incentive Award upon Qualifying Termination | | 1,673,855 | 608,675 | | | Unvested Performance Share Awards(1)(2)(3) | — | 3,000,343 | 2,000,229 | | | Total | — | 7,315,804 | 4,769,977 | | Matthew M. Partridge | Unvested Time-Based Restricted Stock Awards(1) | — | 764,842 | 764,842 | | | Severance pursuant to employment agreement | — | 400,000 | 400,000 | | | Prorated Annual Incentive Award upon Qualifying Termination | | 300,000 | 300,000 | | | Unvested Performance Share Awards(1)(2)(3) | — | 1,070,032 | 713,355 | | | Total | — | 2,534,874 | 2,178,197 | | Steven R. Greathouse | Unvested Time-Based Restricted Stock Awards(1) | — | 764,842 | 764,842 | | | Severance pursuant to employment agreement | — | 400,000 | — | | | Prorated Annual Incentive Award upon Qualifying Termination | | 300,000 | 300,000 | | | Unvested Performance Share Awards(1)(2)(3) | — | 1,070,032 | 713,355 | | | Total | — | 2,534,874 | 1,778,197 | | Daniel E. Smith | Unvested Time-Based Restricted Stock Awards(1) | — | 516,711 | 516,711 | | | Severance pursuant to employment agreement | — | 300,000 | — | | | Prorated Annual Incentive Award upon Qualifying Termination | | 225,000 | 225,000 | | | Unvested Performance Share Awards(1)(2)(3) | — | 773,533 | 515,689 | | | Total | — | 1,815,244 | 1,257,400 | | | TOTAL | — | 14,200,796 | 9,983,771 |

  48. Potential Payments Upon Termination or Change in Control

    Values are calculated as if a change in control and/or termination had taken place on December 29, 2023 (the last business day of 2023), using the closing market price per share of our stock on that date of $17.33. (2) In the event of termination without cause or with good reason after change in control, the value attributable to the performance shares outstanding as of 12/31/2023 assumes full vesting, i.e., at 150% of target. In the event of termination without cause absent change in control, the value attributable to the performance shares outstanding as of 12/31/2023 assumes vesting at 100% of target; however, pursuant to the underlying performance share award agreements, vesting upon termination without cause absent change in control would be the greater of (i) 100% of target or (ii) the percentage of target that would vest based on the Relative TSR achieved as if the applicable performance period had ended on the date of the Qualifying Termination, as determined and certified by the Compensation Committee, multiplied by a fraction, the denominator of which is the total number of days in the original performance period and the numerator of which is the number of days from the beginning of the performance period to the date of the Qualifying Termination.

  49. PAY RATIO

    PAY RATIO We are providing the following estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees in accordance with applicable SEC rules. We determined our median employee based on total compensation (including base salary, year-end bonus, and equity compensation (in each case annualized with respect to any full- and part-time employees who joined the Company during 2023)) of each of our 37 employees (excluding the CEO) as of December 31, 2023. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $116,208. As disclosed in the Summary Compensation Table appearing on page 40 above, our current CEO’s annual total compensation for 2023 was $2,622,366. Our current CEO has served in this capacity since August 1, 2011, which period of service includes December 31, 2023, the date of determination for the median employee. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 22.6. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above may not be appropriate as a basis for comparison between companies.

  50. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The table below is provided in accordance with Item 402(v) of Regulation S-K. This information is being provided for compliance purposes. Neither the Compensation Committee nor the executives of our Company use the information in this table when making compensation decisions. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2020, 2021, 2022 and 2023 fiscal years. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average of each of the NEOs’ total compensation for the respective fiscal year.

  51. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(1)(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ in 000’s) | Adjusted FFO Per Fully Diluted Share ($)(3) | | | | | | | TSR ($) | Peer Group TSR(2) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 2,622,366 | 2,355,069 | 1,218,942 | 1,108,613 | 147 | 96 | 758 | 1.91 | | 2022 | 2,423,711 | 2,347,865 | 1,500,597 | 1,435,406 | 142 | 92 | (1,623) | 1.83 | | 2021 | 2,357,788 | 4,535,058 | 947,655 | 1,595,876 | 148 | 110 | 27,615 | 1.45 | | 2020 | 1,864,910 | 1,618,412 | 639,514 | 441,669 | 94 | 81 | 78,509 | 1.86 |

  52. PAY VERSUS PERFORMANCE

    (1) Amounts represent “compensation actually paid” (as defined below) to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules, which includes the individuals indicated in the table below for each fiscal year:

  53. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2023 | John Albright | Steven Greathouse, Matthew Partridge, Daniel Smith | | 2022 | John Albright | Steven Greathouse, Matthew Partridge, Daniel Smith | | 2021 | John Albright | Steven Greathouse, Matthew Partridge, Daniel Smith | | 2020 | John Albright | Steven Greathouse, Matthew Partridge, Mark Patten, Daniel Smith |

  54. PAY VERSUS PERFORMANCE

    (2) Represents the cumulative TSR (the “Peer Group TSR”) of the 2023 Peer Group (see page 30 above), which was used for compensation benchmarking purposes for 2023 compensation as described above. In addition, for 2022, the peer group used for compensation benchmarking purposes consisted of the same companies as the 2023 Peer Group, except that the Cedar Realty Trust, Inc. was included for 2022 and was removed for 2023 and replaced with RPT Realty. The change was made by the Compensation Committee after reviewing the Company’s and the peer companies’ asset base, market capitalization, total enterprise value, and other factors. A comparison of the Company’s TSR and the Peer Group TSR for 2022 and 2023 is set forth in the sub-table below.

  55. PAY VERSUS PERFORMANCE

    | Year | Company TSR | 2022 Peer Group TSR | 2023 Peer Group TSR | | 2020 | 94 | 83 | 81 | | 2021 | 148 | 113 | 110 | | 2022 | 142 | 94 | 92 | | 2023 | 147 | 95 | 96 |

  56. PAY VERSUS PERFORMANCE

    For calculations of AFFO per diluted share, see pages 48 – 50 of our Annual Report on Form 10-K filed with the SEC on February 22, 2024, which also includes a GAAP reconciliation of this non-GAAP measure. “Compensation Actually Paid” (“CAP”) to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year (see page 40 above), adjusted as follows. As our NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans.

  57. PAY VERSUS PERFORMANCE

    | | 2023 | | 2022 | | 2021 | | 2020 | | | Adjustments | PEO | Average of non-PEO NEOs | PEO | Average of non-PEO NEOs | PEO | Average of non-PEO NEOs | PEO | Average of non-PEO NEOs | | Deduction for Amounts Reported under “Stock Awards” Column in the Summary Compensation table for Applicable Fiscal Year | (1,209,080) | (499,164) | (1,141,117) | (734,921) | (1,135,825) | (382,239) | (929,602) | (328,875) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, determined as of Applicable Fiscal Year End | 1,090,110 | 449,983 | 1,220,410 | 716,807 | 2,066,282 | 686,661 | 792,893 | 239,386 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Fiscal Year that Vested during Applicable Fiscal Year, determined as of Vesting Date | — | — | — | — | — | — | — | — | | Increase/deduction for Awards Granted during Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End | (187,893) | (75,917) | (51,182) | (17,031) | 1,184,425 | 332,595 | (143,285) | (20,377) | | Increase/deduction for Awards Granted during Prior Fiscal Year that Vested During Applicable Fiscal Year, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Vesting Date | 39,566 | 14,769 | (103,957) | (30,046) | 62,388 | 11,206 | 33,496 | 8,839 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior Fiscal Year that were Forfeited during Applicable Fiscal Year, determined as of Prior Fiscal Year End | — | — | — | — | — | — | — | (96,818) | | Increase based on Dividends or Other Earnings Paid during Applicable Fiscal Year prior to Vesting Date | — | — | — | — | — | — | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable Fiscal Year | — | — | — | — | — | — | — | — | | TOTAL ADJUSTMENTS TO DETERMINE CAP | (267,297) | (110,329) | (75,846) | (65,191) | 2,177,270 | 648,222 | (246,498) | (197,845) |