DEF 14A of CTO Realty Growth, Inc.
Filed Apr 28, 2026 · FY20250001104659-26-050405
CTO REALTY GROWTH, INC. PROXY STATEMENT
| | Page | | LETTER FROM THE CHAIRMAN | 1 | | GENERAL INFORMATION | 3 | | PROPOSAL 1: ELECTION OF DIRECTORS | 8 | | DIRECTOR COMPENSATION FOR 2025 | 13 | | CORPORATE GOVERNANCE — HIGHLIGHTS AND OVERVIEW | 15 | | CORPORATE GOVERNANCE — COMMITTEES OF THE BOARD OF DIRECTORS | 21 | | CORPORATE GOVERNANCE — EXECUTIVE OFFICERS | 25 | | BENEFICIAL OWNERSHIP OF COMMON STOCK | 27 | | COMPENSATION DISCUSSION AND ANALYSIS | 29 | | COMPENSATION COMMITTEE REPORT | 42 | | SUMMARY COMPENSATION TABLE FOR 2023 – 2025 | 43 | | GRANTS OF PLAN-BASED AWARDS DURING THE YEAR ENDED DECEMBER 31, 2025 | 45 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025 | 46 | | OPTIONS EXERCISED AND STOCK VESTED DURING THE YEAR ENDED DECEMBER 31, 2025 | 48 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 49 | | PAY RATIO | 53 | | PAY VERSUS PERFORMANCE | 54 | | REPORT OF THE AUDIT COMMITTEE | 58 | | PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 59 | | PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 61 | | PROPOSAL 4: APPROVAL OF THE COMPANY’S SIXTH AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN TO REPLACE THE FIFTH AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN | 62 | | OTHER MATTERS | 68 | | DELINQUENT SECTION 16(a) REPORTS | 68 | | STOCKHOLDER PROPOSALS AND DIRECTOR CANDIDATE NOMINATIONS | 69 | | ANNUAL REPORT | 69 | | APPENDIX A | A-1 | | APPENDIX B | B-1 |
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 2025 annual meeting of stockholders (the “2025 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 2027 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 2026 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.
PROPOSAL 1: ELECTION OF DIRECTORS
| NOMINEES STANDING FOR ELECTION | | | JOHN P. ALBRIGHT Age: 60 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: 58 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 EchoStar Corporation (NASDAQ: SATS), where he is currently chairman of the audit committee and a member of the compensation committee. He also serves as a director of Alico, Inc. (NASDAQ: ALCO) and The Chemours Company (NYSE: CC). 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 and chairman of the Audit Committee and member of the Compensation Committee. |
PROPOSAL 1: ELECTION OF DIRECTORS
| NOMINEES STANDING FOR ELECTION | | | CHRISTOPHER J. DREW Age: 45 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 brings over two decades of invaluable experience to this role. His expertise in Debt and Equity Placement, coupled with his leadership of the Miami office and service on the Expanded Executive Committee positions him as a key figure in the organization. Spearheading the Miami Debt and Equity Placement team, Mr. Drew not only drives successful deal execution but also plays a crucial role in shaping operational strategies. | | | His comprehensive knowledge spans a diverse array of financing options for real estate assets nationwide, including joint venture equity, preferred equity, mezzanine financing, and senior-level financing. Throughout his career, Mr. Drew has successfully completed over $10 billion in transactions. Prior to joining JLL, Mr. Drew held senior finance and leadership positions at renowned firms such as HFF and Cushman & Wakefield. He holds an MBA and a Bachelor of Business Administration in Management degree from the University of Miami. Mr. Drew is a member of the Compensation and Governance Committees. | | LAURA M. FRANKLIN Age: 65 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). |
PROPOSAL 1: ELECTION OF DIRECTORS
| NOMINEES STANDING FOR ELECTION | | | R. BLAKESLEE GABLE Age: 55 Director Since: 2018 | Chief Executive Officer of Barron Collier Companies, a fourth-generation private investment, agriculture, and land development company based in Naples, Florida, which he joined in 1999. As CEO, Mr. Gable oversees a team of 200 employees, over 2.5 million square feet of commercial properties, and private land holdings of more than 80,000 acres. Prior to becoming CEO, 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 is a graduate of Tulane University with a B.A. in History. 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 of 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, as a Trustee of the area YMCA, and as a Director of The Immokalee Foundation. Mr. Gable is a member of the Audit Committee and member and chairman of the Governance Committee. |
PROPOSAL 1: ELECTION OF DIRECTORS
| NOMINEES STANDING FOR ELECTION | | | CHRISTOPHER W. HAGA Age: 58 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 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 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 is a member of the Audit and Governance Committees and member and chairman of the Compensation Committee. |
PROPOSAL 1: ELECTION OF DIRECTORS
There are no family relationships among our directors or executive officers.
DIRECTOR COMPENSATION FOR 2025
DIRECTOR COMPENSATION FOR 2025 The following table shows the annual compensation paid to non-employee directors for services performed in the fiscal year ended December 31, 2025:
DIRECTOR COMPENSATION FOR 2025
| NAME | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | George R. Brokaw | $79,985 | $62,483 | $142,468 | | Christopher J. Drew | $64,977 | $62,483 | $127,460 | | Laura M. Franklin | $147,468 | $62,483 | $209,951 | | R. Blakeslee Gable | $76,216 | $62,483 | $138,699 | | Christopher W. Haga | $83,722 | $62,483 | $146,205 | | Total 2025 Director Compensation | $452,368 | $312,415 | $764,783 |
DIRECTOR COMPENSATION FOR 2025
(1) For 2025, Ms. Franklin and Messrs. Drew, Gable and Haga elected to receive their annual $50,000 cash retainer payment and their cash retainer fees for committee service in common stock of the Company, and Mr. Brokaw elected to receive such payments and fees in common stock of the Company for the first half of 2025, which resulted in such directors being awarded the following amounts of fully vested, unrestricted shares in lieu of cash: Ms. Franklin: 2,796; Mr. Brokaw: 2,158; Mr. Drew: 3,636; Mr. Gable: 4,265; Mr. Haga: 4,686. 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 2025, 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, 2025, none of our non-employee directors held unvested shares.
Non-Employee Director Compensation
Non-Employee Director Compensation The Compensation Committee of the Board of Directors (the “Compensation Committee”), with assistance from its independent compensation consultant, oversees director compensation and reviews the appropriateness of our non-employee directors’ compensation on an annual basis. Our director compensation program consists of both cash and equity compensation components to align the interests of our directors with our stockholders. It is our policy that our employee-directors do not receive compensation for their service as members of our Board of Directors. As an employee of the Company, Mr. Albright, our President and Chief Executive Officer (“CEO”), did not receive any compensation for serving as a director and is not a member of any committee of the Board. Therefore, he is omitted from the Director Compensation for 2025 table above and his compensation as CEO is reported within the Summary Compensation Table below. A copy of our current Non-Employee Director Compensation Policy is available in the Governance section of our website (www.ctoreit.com). Cash Compensation In 2025, each non-employee director earned an annual cash retainer of $50,000 as compensation for services as director, plus the additional cash retainers listed below for service on the Board’s standing committees, or as chairman of the Board. Under our non-employee director cash compensation program, non-employee members of our Board earn cash retainer fees quarterly in arrears. We also reimburse directors for reasonable expenses incurred in attending Board or Committee meetings, such as automobile mileage or airfare, which amounts are not included as fees or other compensation. Stock Compensation The Director Compensation Policy provides for an annual award to each director of the Company’s common stock valued at $62,500 (the “Annual Award”). The number of shares awarded in 2025 was calculated based on the 20-day trailing average closing price of the Company’s common stock as of the date two business days prior to the date of the award, rounded down to the nearest whole share. For 2025, this resulted in an award of 3,185 shares to each of our non-employee directors then serving on our Board as of February 12, 2025. In accordance with the Company’s stock ownership guidelines, shares constituting the Annual Award may not be sold or otherwise disposed of for the duration of such non-employee director’s service as a member of the Board. The Director Compensation Policy also provides each director the option to receive his or her cash compensation in shares of Company common stock rather than cash. For 2025, Ms. Franklin and Messrs. Drew, Gable and Haga all elected this option with respect to their annual Board and committee retainers. Mr. Brokaw elected to receive his cash compensation in shares of Company common stock for the first half of 2025 and cash for the second half of 2025. The number of shares awarded to the directors making such election was calculated by dividing (i) the sum of (A) the amount of the quarterly retainer payment due to such director plus (B) committee service fees earned by such director during the quarter, by (ii) the 20-day trailing average closing price of the Company’s common stock as of the last business day of the quarter for which such payment applied, rounded down to the nearest whole share.
Non-Employee Director Compensation
| Non-Employee Director Compensation | | | | | Audit Committee Chair: $22,500 Member: $11,250 Governance Committee Chair: $15,000 Member: $7,500 | Compensation Committee Chair: $15,000 Member: $7,500 Board Chair $97,500 |
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.
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 2025 fiscal year for the following individuals, our NEOs: • John P. Albright, age 60, our President & CEO; • Steven R. Greathouse, age 48, our Senior Vice President & Chief Investment Officer (“CIO”); • Philip R. Mays, age 58, our Senior Vice President, Chief Financial Officer & Treasurer (“CFO”); • Daniel E. Smith, age 60, our Senior Vice President, General Counsel & Corporate Secretary (“General Counsel”); and • Lisa M. Vorakoun, age 42, our Senior Vice President & Chief Accounting Officer (“CAO”). Following this overview is a series of tables and related narrative containing specific information pertaining to the compensation earned in 2025 by our NEOs. The discussion below is intended to put the information contained in the tables into context with our overall executive compensation program.
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 retail-focused REIT, for the purposes of evaluating and setting 2025 executive compensation levels, the Compensation Committee established a peer group of the 13 companies listed below, 12 of which were publicly traded REITs as of the dates for which executive officer compensation information was available for benchmarking purposes. One of the peer group companies (Plymouth Industrial REIT, Inc.) is no longer publicly traded, and another peer group company (Alexander & Baldwin, Inc.) has entered into a definitive agreement that contemplates the company ceasing to be publicly traded; nevertheless, their public disclosures regarding compensation were available and taken into consideration as part of the benchmarking exercise. As of year-end 2025, the median market capitalization of the 11 remaining publicly traded peer group companies was approximately $1,111 million, and as of April 16, 2026, the median market capitalization was $985 million.
2025 PEER GROUP
2025 PEER GROUP
2025 PEER GROUP
| • AH Realty Trust, Inc. (f/k/a Armada Hoffler Properties, Inc.) • Alexander & Baldwin, Inc. • Chatham Lodging Trust • Community Healthcare Trust Inc. • Four Corners Property Trust, Inc. • FrontView REIT, Inc. • Getty Realty Corp. | • InvenTrust Properties Corp. • NETSTREIT Corp. • Plymouth Industrial REIT, Inc. • Seaport Entertainment Group Inc. • Urban Edge Properties • Whitestone REIT |
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 2025, 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 year 2025, and remained flat for fiscal year 2026, with the exception of Mr. Mays, whose base salary was adjusted based on market data. For Mr. Mays, whose employment with the Company began on June 17, 2024, the 2024 amount is annualized. Ms. Vorakoun was appointed Interim Chief Financial Officer and Treasurer in April 2024, and resumed her role as Senior Vice President and Chief Accounting Officer effective as of the effective date of Mr. Mays’ employment. The amount shown below for 2024 for Ms. Vorakoun reflects her annualized base salary, taking into consideration her transitional roles.
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 for each plan participant (i) target cash incentive amounts (usually a percentage of base salary), as well as (ii) 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 (each, a “Goal” and, collectively, 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. Payout percentages are as set forth in the following table. 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.
Executive Compensation Elements
| Annual Incentive Plan Payout Opportunity | | | | Threshold | Target | Maximum | | % of Target | % of Target | % of Target | | 50% | 100% | 200% |
Executive Compensation Elements
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 2025, the Compensation Committee selected one objective metric, weighted as 70% of the target annual incentive amount for the year, then established objective, measurable Goals for evaluation of that metric. The performance metric under the Annual Incentive Plan for 2025 is described below: • AFFO Per Diluted 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 retail-focused REIT. The Compensation Committee, with the assistance of Ferguson Partners, determined that “adjusted funds from operations,” or “AFFO per diluted share” would be the most appropriate metric to gauge management’s effective operation of the Company’s business as a REIT. As a result, for 2025, the Annual Incentive Plan allocation to the Company’s AFFO per diluted share was 70%. The following table sets forth the weighting and Goals established during the first 90 days of 2025 under the Annual Incentive Plan for the above metric, along with the actual 2025 results achieved by management and the outcome under the metric, as determined by the Compensation Committee.
Executive Compensation Elements
(1) 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 19, 2026, which also includes a GAAP reconciliation of these non-GAAP measures. (2) For calculations of net debt + preferred / pro forma adjusted EBITDA, see Appendix B 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 2025, the Compensation Committee’s determinations regarding eligibility for such portion for each of our NEOs is set forth below. During 2025, under the leadership of Mr. Albright, the Company accomplished the following: Total Stockholder Return. The Company delivered total stockholder return (“TSR”) of 1.7% during 2025, and annualized TSR of 9.2% during the three-year period 2023 to 2025, through a combination of share price appreciation and our $0.38 per share quarterly dividend. Our three-year and five-year total annualized TSR significantly outperformed both the Index and the compensation peer group average (see charts on page 29 above), and our one-year TSR outperformed the compensation peer group average. Our $0.38 per share quarterly dividend represented an annualized yield of 8.3% based on the closing price of our common stock on December 31, 2025. The Company declared and paid total dividends in 2025 of $1.52 per diluted share. Portfolio Growth and Repositioning. Investments totaled $165.9 million, including two high-quality shopping centers and two structured investments, at a weighted average initial cash yield of 9.0%. The locations of the newly acquired shopping centers include well-located submarkets of the high-growth cities of Atlanta, Georgia and Fort Lauderdale, Florida, and include anchor tenants such as Dick’s Sporting Goods, Best Buy, Burlington Coat Factory, TJ Maxx, and Ross Dress for Less. In addition, we opportunistically recycled capital by disposing of four of our retail properties, including three single-tenant properties and one shopping center, for aggregate gross proceeds of $85.1 million at a weighted average exit cash cap rate of mid-5%, generating total gains of $20.9 million. As a result of our overall portfolio growth, Total Revenues and Core FFO Attributable to Common Stockholders increased 20.1% and 43.3%, respectively, versus 2024, and have increased 37.0% and 52.1%, respectively, versus 2023. Capital Markets Activity. We repurchased $9.3 million of common stock at a weighted average purchase price of $16.27 per share in 2025. Further, we closed $150 million in term loan financings, including a new 5-year $125 million term loan due in September of 2030, and a $25 million upsizing of our existing term loan due in September of 2029. The proceeds from these new term loan financings were used to retire a $65 million term loan due in March of 2026 and to reduce the balance on our existing revolving credit facility, providing enhanced liquidity. Consequently, our only maturity in 2026 is a $17.8 million mortgage note payable. Alpine Investment. We continued to successfully execute the current opportunistic growth and capital recycling strategy for Alpine, an externally advised, net-lease REIT managed by the Company that was formed in August 2019 and completed its initial public offering in November 2019. During 2025, Alpine acquired 13 net lease retail properties for total acquisition volume of $100.6 million, reflecting a weighted-average going-in cash cap rate of 7.4%, and originated $177.0 million of commercial loans and investments at a 12.0% weighted average initial yield (including paid-in-kind interest). Alpine also disposed of 21 investments (20 properties and one commercial loan) during 2025 for $82.8 million. Excluding three vacant properties sold for $5.3 million, the weighted average exit cap rate for dispositions was 8.3%. In 2025, Alpine also issued an additional 618,757 common shares under its ATM program at a weighted average price of $17.10 per share for net proceeds of $10.4 million, and repurchased 546,390 common shares for $8.8 million at a weighted average price of $16.07 per share. Further, on November 5, 2025, Alpine announced the pricing of a public offering of 2,000,000 shares of its 8.00% Series A Cumulative Redeemable Preferred Stock at a public offering price of $25.00. Subsequently, Alpine issued 83,328 preferred shares under its Series A Preferred Stock ATM offering program at a weighted average gross price of $24.96 per share for net proceeds of $2.0 million. Operations. We reported net income attributable to common stockholders of $0.08 per diluted share, and FFO, Core FFO and AFFO attributable to common stockholders per diluted share of $1.27, $1.87 and $1.97, respectively. We also signed over 670,000 square feet of retail leases, including 592,000 square feet of comparable retail leases at an average cash rent spread increase of 24% for 2025. This leasing activity helped drive leased occupancy up 250 bps year-over-year to 95.9% at year-end. Additionally, the leasing activity helped grow shopping center same property NOI by 4.4% in 2025 versus 2024. NEO Performance Evaluation and Annual Incentive Plan Computation The Board evaluated Mr. Albright’s performance for 2025, 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 2025 under the Annual Incentive Plan, (i) Mr. Albright had earned 150% of target with respect to the objective Goals established at the beginning of 2025 (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 150% of target. The determination regarding the strategic/qualitative/discretionary component was based on a combination of factors including Net Debt + Preferred / Pro Forma Adjusted EBITDA as of year-end 2025, positive change to Same Store Leased Occupancy, and other subjective factors. The foregoing resulted in total payout under the Annual Incentive Plan for 2025 of 150% of his target award (constituting 75% of his maximum annual incentive compensation opportunity). Mr. Albright reviewed Mr. Greathouse’s performance for 2025 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. He also led the asset management team with respect to oversight of management and leasing of the Company’s and Alpine’s existing investment portfolios. In February 2026, the Board, upon the recommendation of Mr. Albright and the Compensation Committee, determined that for 2025, Mr. Greathouse had earned 150% of target for the 70% of his annual incentive opportunity pertaining to the objective Goals established at the beginning of 2025, and 150% 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 2025 of 150% of his target award (constituting 75% of his maximum annual incentive compensation opportunity).
Executive Compensation Elements
Mr. Albright reviewed Mr. Mays’ performance for 2025 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 sheets and liquidity, which included 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 2026, the Board, upon the recommendation of Mr. Albright and the Compensation Committee, determined that for 2025, Mr. Mays had earned 150% of target for the 70% of his annual incentive opportunity pertaining to the objective Goals established at the beginning of 2025, and 150% 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 2025 of 150% of his target award (constituting 75% of his maximum annual incentive compensation opportunity). Mr. Albright reviewed Mr. Smith’s performance for 2025 with input from the Board. His most significant accomplishments and contributions to the Company’s success included oversight of negotiation and successful execution of key transactions in collaboration with the executive team in 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 initiatives in connection with the Company’s growing employee base. In February 2026, the Board, upon the recommendation of Mr. Albright and the Compensation Committee, determined that for 2025, Mr. Smith had earned 150% of target for the 70% of his annual incentive opportunity pertaining to the objective Goals established at the beginning of 2025, and 150% 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 2025 of 150% of his target award (constituting 75% of his maximum annual incentive compensation opportunity). Mr. Albright reviewed Ms. Vorakoun’s performance for 2025 with input from the Board. Her most significant accomplishments and contributions to the Company’s success included her oversight and continued execution and improvement of the Company’s and Alpine’s financial disclosures and internal controls environment. She also continued to successfully manage relationships with both external and internal auditors, and during 2025 maintained her responsibilities for the Company’s and Alpine’s cybersecurity matters, including continued implementation of ongoing Company-wide cybersecurity training. In February 2026, the Board, upon the recommendation of Mr. Albright and the Compensation Committee, determined that for 2025, Ms. Vorakoun had earned 150% of target for the 70% of her annual incentive opportunity pertaining to the objective Goals established at the beginning of 2025, and 150% of target for the 30% of her annual incentive opportunity pertaining to strategic/qualitative/discretionary items, for a total payout under the Annual Incentive Plan for 2025 of 150% of her target award (constituting 75% of her maximum annual incentive compensation opportunity). The table below sets forth the actual awards earned by each of the NEOs under the Annual Incentive Plan based on their achievements during 2025.
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. No off-cycle incentive equity awards were made to executive officers in 2025. 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 maximum Relative TSR percentile goals. The threshold, target, and outperform/ maximum Relative TSR percentile goals for the 2025 awards are set forth in the table below.
Executive Compensation Elements
| 2025 PERFORMANCE SHARE | | | | RELATIVE TSR PERCENTILE GOALS AND PAYOUT PERCENTAGES | | | | | Relative TSR Percentile | Payout Percentage | | Threshold | 34th | 50% | | Target | 51st | 100% | | Maximum | 67th | 150% |
Executive Compensation Elements
Performance Period: January 1, 2025 to December 31, 2027 Comparison Group: Constituent companies of the Index as of January 1, 2025 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 2025 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 2019. 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 2025.
Executive Compensation Elements
| | Performance Shares | | Time-Based Restricted Stock | | | | #(1) | Value(2) ($) | #(3) | Value(4) ($) | | John P. Albright | 78,494 | 1,623,256 | 34,174 | 696,257 | | Steven R. Greathouse | 28,787 | 595,315 | 16,090 | 328,075 | | Philip R. Mays | 22,974 | 475,102 | 12,841 | 261,828 | | Daniel E. Smith | 18,545 | 383,511 | 10,366 | 211,363 | | Lisa M. Vorakoun | 16,607 | 343,433 | 9,283 | 189,280 |
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 12, 2025, 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. (3) The shares of Time-Based Restricted Stock vest ratably in three annual installments beginning on January 28, 2026, provided that the NEO is an employee of the Company on the applicable vesting dates. (4) Represents the grant date fair value of shares of Time-Based Restricted Stock granted on February 12, 2025, 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 July 29, 2020, and further amended on October 22, 2024. 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, which agreement was amended on February 26, 2016, August 4, 2017 and October 22, 2024. On February 26, 2016, we entered into an employment agreement with Mr. Greathouse to serve as our Senior Vice President-Investments, which agreement was amended on August 4, 2017 and October 22, 2024. On May 29, 2024, we entered into an employment agreement with Mr. Mays to serve as our Senior Vice President, Chief Financial Officer and Treasurer. On October 22, 2024, we entered into an employment agreement with Ms. Vorakoun to serve as our Senior Vice President and Chief Accounting Officer. We do not have any such agreements with any other officers or employees. Severance Benefits. Our NEOs who are party to an employment agreement 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 the terms and conditions in their respective 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 49 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.
2026 Incentive Awards
2026 Incentive Awards In February 2026, the Board approved 2026 award opportunities for our NEOs under the Annual Incentive Plan. The terms of the Annual Incentive Plan opportunities for 2026 are similar to the award terms from 2025, 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 2026 were largely consistent with the awards granted in February 2025 and prior years — i.e., the restricted stock awards each include three-year vesting schedules, and the performance-based awards are structured similarly to the performance-based awards from prior years, with threshold/target/outperform achievement hurdles and payout percentages, and the comparison group comprised of the constituent companies of the Index as of February 1, 2026, and the same TSR Governor of 3%. The 2026 performance-based awards differ from prior years in that the “maximum” achievement hurdle for Relative TSR was increased from the 67th percentile to the 75th percentile, and the payout percentage for such achievement hurdle was increased from 150% to 200%. The Compensation Committee, after consultation with Ferguson Partners, determined that this modification was consistent with the structure of performance-based equity incentive awards in the REIT industry and at the Company’s peers, and was also consistent with the Compensation Committee’s desire to appropriately incentivize and reward the management team for delivering outsized returns and superior stockholder value.
2026 Peer Group
2026 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 2025, 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 2026. As noted on page 33 above, the Compensation Committee recognizes that one of the peer group companies is no longer publicly traded, and another has entered into a definitive agreement that contemplates the company ceasing to be publicly traded; nevertheless, these two peer companies’ public disclosures regarding compensation were available and relevant for early 2026 compensation benchmarking purposes. We anticipate that they will be removed from the peer group for 2027. Peer Group for 2026:
2026 Peer Group
| • AH Realty Trust, Inc. (f/k/a Armada Hoffler Properties, Inc.) • Alexander & Baldwin, Inc. • Chatham Lodging Trust • Community Healthcare Trust Inc. • Four Corners Property Trust, Inc. • FrontView REIT, Inc. • Getty Realty Corp. | • InvenTrust Properties Corp. • NETSTREIT Corp. • Plymouth Industrial REIT Inc. • Seaport Entertainment Group Inc. • Urban Edge Properties • Whitestone REIT |
2026 Peer Group
As noted previously, with respect to the performance-based equity incentive awards granted in 2026, the constituent companies of the Index will be utilized to measure Relative TSR. The above peer group was utilized primarily for compensation benchmarking purposes for setting 2026 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).
Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information
Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information We do not currently grant stock options or stock appreciation rights (“SARs”) as part of our equity compensation programs. During 2025, (a) the Compensation Committee and the Board did not award any options or SARs to a named executive officer, and (b) the Company did not time the disclosure of material nonpublic information to affect the value of executive compensation. However, if stock options or SARs were to be granted in the future, the Company would not grant such awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE The following table summarizes the compensation of our NEOs for the fiscal years ended December 31, 2023, 2024, and 2025:
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | John P. Albright President & Chief Executive Officer | 2025 | 870,000 | 1,778,421 | 1,239,750 | 17,564(4) | 3,905,735 | | | 2024 | 640,710 | 1,172,927 | 1,217,350 | 16,122(4) | 3,047,109 | | | 2023 | 640,710 | 1,209,080 | 749,638 | 22,938(4) | 2,622,366 | | Steven R. Greathouse Sr. Vice President & Chief Investment Officer | 2025 | 520,000 | 724,945 | 585,000 | 14,810(5) | 1,844,755 | | | 2024 | 400,000 | 501,850 | 600,000 | 14,610(5) | 1,516,460 | | | 2023 | 400,000 | 517,168 | 369,477 | 14,010(5) | 1,300,655 | | Philip R. Mays(1) Sr. Vice President, Chief Financial Officer & Treasurer | 2025 | 415,000 | 578,563 | 466,875 | 16,322(6) | 1,476,760 | | | 2024 | 203,125 | — | 304,303 | 17,927(6) | 525,355 | | Daniel E. Smith Sr. Vice President, General Counsel & Corporate Secretary | 2025 | 335,000 | 467,030 | 376,875 | 17,564(7) | 1,196,469 | | | 2024 | 300,000 | 376,388 | 450,000 | 16,122(7) | 1,142,510 | | | 2023 | 300,000 | 463,157 | 277,108 | 15,522(7) | 1,055,787 | | Lisa M. Vorakoun Sr. Vice President & Chief Accounting Officer | 2025 | 300,000 | 418,228 | 337,500 | 14,540(8) | 1,070,268 | | | 2024 | 255,833 | 226,572 | 412,500 | 14,340(8) | 909,245 |
2025 SUMMARY COMPENSATION TABLE
(1) Mr. Mays was appointed to his position as CFO of the Company effective as of June 17, 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 2023, by multiplying the number of shares issued by the closing price of the Company’s common stock at the grant date, less the present value of expected dividends during the vesting period; and (ii) for awards granted in 2024 and 2025, by multiplying the number of shares issued by the closing price of the Company’s common stock at the grant date, which was $16.31 (February 14, 2024) and $20.39 (February 12, 2025). (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 2025 performance share awards, the values associated with the performance share awards would be as follows for each NEO: Mr. Albright: $1,623,256; Mr. Greathouse: $595,315; Mr. Mays: $475,102; Mr. Smith: $383,511; and Ms. Vorakoun: $343,433 (versus the respective $1,082,164, $396,870, $316,735, $255,667, and $228,948 actually included for each individual). The amounts do not reflect whether Messrs. Albright, Greathouse, Mays, or Smith or Ms. Vorakoun 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 2025 Annual Report. (4) Amounts reflect group term life insurance premium paid on behalf of Mr. Albright by the Company, and 401(k) plan employer matching contributions; during fiscal year 2025, such amounts were $3,564 (life insurance) and $14,000 (401(k) match). 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 2025, such amounts were $810 (life insurance) and $14,000 (401(k) match). Amounts reflect group term life insurance premium paid on behalf of Mr. Mays by the Company, reimbursement of moving expenses and 401(k) plan employer matching contributions; during fiscal year 2025, such amounts were $2,322 (life insurance) and $14,000 (401(k) match). (7) 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 2025, such amounts were $3,564 (life insurance) and $14,000 (401(k) match). Amounts reflect group term life insurance premium paid on behalf of Ms. Vorakoun by the Company, and 401(k) plan employer matching contributions; during fiscal year 2025, such amounts were $540 (life insurance) and $14,000 (401(k) match).
GRANTS OF PLAN-BASED AWARDS DURING THE YEAR ENDED DECEMBER 31, 2025
GRANTS OF PLAN-BASED AWARDS DURING THE YEAR ENDED DECEMBER 31, 2025 The following table summarizes the grants of plan-based awards to our NEOs for the fiscal year ended December 31, 2025.
GRANTS OF PLAN-BASED AWARDS DURING THE YEAR ENDED DECEMBER 31, 2025
| Name | Committee Approval and Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John P. Albright | 2/12/25 | 413,250 | 826,500 | 1,653,000 | — | — | — | — | — | | | 2/12/25 | — | — | — | — | — | — | 34,147 | 696,257 | | | 2/12/25 | — | — | — | 26,165 | 52,329 | 78,494 | — | 1,082,164 | | Steven R. Greathouse | 2/12/25 | 195,000 | 390,000 | 780,000 | — | — | — | — | — | | | 2/12/25 | — | — | — | — | — | — | 16,090 | 328,075 | | | 2/12/25 | — | — | — | 9,596 | 19,191 | 28,787 | — | 396,870 | | Philip R. Mays | 2/12/25 | 155,625 | 311,250 | 622,500 | — | — | — | — | — | | | 2/12/25 | — | — | — | — | — | — | 12,841 | 261,828 | | | 2/12/25 | — | — | — | 7,658 | 15,316 | 22,974 | — | 316,735 | | Daniel E. Smith | 2/12/25 | 125,625 | 251,250 | 502,500 | — | — | — | — | — | | | 2/12/25 | — | — | — | — | — | — | 10,366 | 211,363 | | | 2/12/25 | — | — | — | 6,182 | 12,363 | 18,545 | — | 255,667 | | Lisa M. Vorakoun | 2/12/25 | 112,500 | 225,000 | 450,000 | — | — | — | — | — | | | 2/12/25 | — | — | — | — | — | — | 9,283 | 189,280 | | | 2/12/25 | — | — | — | 5,536 | 11,071 | 16,607 | — | 228,948 |
GRANTS OF PLAN-BASED AWARDS DURING THE YEAR ENDED DECEMBER 31, 2025
(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 Ms. Vorakoun and to Messrs. Albright, Greathouse, Mays and Smith made pursuant to the 2010 Plan. (3) The amounts in this column reflect restricted share grants to Ms. Vorakoun and to Messrs. Albright, Greathouse, Mays, and Smith made pursuant to the 2010 Plan. The closing price of the Company’s common stock on the grant date of the February 12, 2025 award was $20.39. The values in the “Grant Date Fair Value” column reflect the grant date fair value of the performance share grants at target and restricted share grants to our NEOs during fiscal year 2025, and determined in accordance with FASB ASC 718, disregarding the estimate of forfeitures. Regarding assumptions underlying the valuation of these equity awards, please see Note 20 (Stock-Based Compensation) in the Notes to Consolidated Financial Statements included in our 2025 Annual Report.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025 The following table sets forth information with respect to outstanding equity-based awards held by our NEOs as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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 | 62,410 | 1,148,968 | 205,527 | 3,783,752 | | Steven R. Greathouse | 30,001 | 552,318 | 77,447 | 1,425,790 | | Philip R. Mays | 12,841 | 236,403 | 22,974 | 422,951 | | Daniel E. Smith | 22,103 | 406,916 | 55,040 | 1,013,277 | | Lisa M. Vorakoun | 15,798 | 290,841 | 33,344 | 613,854 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
(1) This column includes all outstanding time-based restricted stock awards held by our NEOs as of December 31, 2025, including the following: (i) awards to Ms. Vorakoun and to Messrs. Albright, Greathouse, and Smith in 2023 for their 2022 performance and in 2024 for their 2023 performance; and (ii) awards to Ms. Vorakoun and to Messrs. Albright, Greathouse, Mays and Smith in 2025 for their 2024 performance. Each award of time-based restricted stock vests over a three-year period, 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, 2025, which was computed based on the closing price of our common stock on December 31, 2025 (the last trading day of 2025), which was $18.41, 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 Ms. Vorakoun and to Messrs. Albright, Greathouse, and Smith in 2023 for their 2022 performance, in 2024 for their 2023 performance, and to Ms. Vorakoun and to Messrs. Albright, Greathouse, Mays, and Smith in 2025 for their 2024 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 2025 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:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
| 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, 2025 | — | 59,163 | | | January 28, 2026 | 29,803 | — | | | December 31, 2026 | — | 67,870 | | | January 28, 2027 | 21,224 | — | | | December 31, 2027 | — | 78,494 | | | January 28, 2028 | 11,383 | — | | Steven R. Greathouse | December 31, 2025 | — | 22,662 | | | January 28, 2026 | 14,430 | — | | | December 31, 2026 | — | 25,998 | | | January 28, 2027 | 10,207 | — | | | December 31, 2027 | — | 28,787 | | | January 28, 2028 | 5,363 | — | | Philip R. Mays | January 28, 2026 | 4,280 | — | | | January 28, 2027 | 4,280 | — | | | December 31, 2027 | — | 22,974 | | | January 28, 2028 | 4,281 | — | | Daniel E. Smith | December 31, 2025 | — | 16,996 | | | January 28, 2026 | 11,559 | — | | | December 31, 2026 | — | 19,499 | | | January 28, 2027 | 7,088 | — | | | December 31, 2027 | — | 18,545 | | | January 28, 2028 | 3,456 | — | | Lisa M. Vorakoun | December 31, 2025 | — | 5,515 | | | January 28, 2026 | 7,314 | — | | | December 31, 2026 | — | 11,222 | | | January 28, 2027 | 5,389 | — | | | December 31, 2027 | — | 16,607 | | | January 28, 2028 | 3,095 | — |
OPTIONS EXERCISED AND STOCK VESTED DURING THE YEAR ENDED DECEMBER 31, 2025
OPTIONS EXERCISED AND STOCK VESTED DURING THE YEAR ENDED DECEMBER 31, 2025 The following table sets forth the total restricted stock and performance shares that vested for our NEOs during the year ended December 31, 2025. No stock options were exercised by NEOs during the year ended December 31, 2025, and currently no NEO holds unexercised stock options.
OPTIONS EXERCISED AND STOCK VESTED DURING THE YEAR ENDED DECEMBER 31, 2025
| | 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 Vesting ($) | | John P. Albright | 26,029 | 513,292 | 49,802 | 1,008,989 | | Steven R. Greathouse | 33,249 | 609,260 | 17,078 | 346,000 | | Philip R. Mays | — | — | — | — | | Daniel E. Smith | 19,355 | 361,791 | 12,078 | 244,700 | | Lisa M. Vorakoun | 14,920 | 274,332 | 4,122 | 83,512 |
OPTIONS EXERCISED AND STOCK VESTED DURING THE YEAR ENDED DECEMBER 31, 2025
(1) Restricted shares vesting in 2025 are comprised of a portion of the time-based restricted shares awarded in 2022, 2023, and 2024 as compensation for 2021, 2022, and 2023 performance, respectively. (2) Performance share awards vesting in 2025 were awarded in January 2022 and provided for the recipients to receive, at the conclusion of the performance period commencing January 1, 2022, and ending December 31, 2024, 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 the constituent companies of the Index as of January 1, 2022.
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.
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, and further amended on October 22, 2024. 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 (i) separation pay in an amount equal to 275% of the sum of (x) his then-current base salary and (y) his then-current annual target bonus, in one lump sum payment on the 45th day after the date of termination of his employment, and (ii) any payments and benefits to the extent set forth in his equity incentive award agreements, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. Mr. Albright’s employment agreement contains customary non-competition, non-solicitation, confidentiality and intellectual property provisions. 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, and October 22, 2024. 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 (i) 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, (ii) any amounts due and payable under the Annual Incentive Plan, and (iii) any payments and benefits to the extent set forth in his equity incentive award agreements, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. Mr. Greathouse’s employment agreement contains customary non-competition, non-solicitation, confidentiality and intellectual property provisions. We entered into an employment agreement with Mr. Mays on May 29, 2024, in connection with his appointment as our Senior Vice President, Chief Financial Officer and Treasurer. Pursuant to his employment agreement, if Mr. Mays is terminated without cause (as defined in the employment agreement) at any time outside of the twenty-four (24) month period after a change in control of the Company (the “Change in Control Period”), he will receive (i) any amounts due and payable under the Annual Incentive Plan, (ii) any payments and benefits to the extent set forth in his equity incentive award agreements, and (iii) if such termination occurs prior to June 17, 2029, he will receive separation pay in an amount equal to 100% of then-current base salary in one lump sum payment on the 60th day after the date of termination of his employment. If, during the Change in Control Period, Mr. Mays’ employment is terminated by the Company other than for cause (as defined in the employment agreement) or Mr. Mays voluntarily terminates employment for good reason (as defined in the employment agreement), he will receive (i) separation pay in an amount equal to 100% of then-current base salary in one lump sum payment on the 60th day after the date of termination of his employment, (ii) any amounts due and payable under the Annual Incentive Plan, and (iii) any payments and benefits to the extent set forth in his equity incentive award agreements, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. Mr. May’s employment agreement contains customary non-competition, non-solicitation, confidentiality and intellectual property provisions. 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, August 4, 2017, and October 22, 2024. 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 (i) 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, (ii) any amounts due and payable under the Annual Incentive Plan, and (iii) any payments and benefits to the extent set forth in his equity incentive award agreements, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. Mr. Smith’s employment agreement contains customary non-competition, non-solicitation, confidentiality and intellectual property provisions. We entered into an employment agreement with Ms. Vorakoun on October 22, 2024, in connection with her appointment as our Senior Vice President and Chief Accounting Officer. Pursuant to her employment agreement, if, during the Change in Control Period, Ms. Vorakoun’s employment is terminated by the Company other than for cause (as defined in the employment agreement) or Ms. Vorakoun voluntarily terminates employment for good reason (as defined in the employment agreement), she will receive (i) separation pay in an amount equal to 100% of then-current base salary in one lump sum payment on the 60th day after the date of termination of her employment, (ii) any amounts due and payable under the Annual Incentive Plan, and (iii) any payments and benefits to the extent set forth in her equity incentive award agreements, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. Ms. Vorakoun’s employment agreement contains customary non-competition, non-solicitation, confidentiality and intellectual property provisions. 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 51). “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 the applicable 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; •
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The employee’s material failure to adequately perform his/her 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 the applicable agreement was 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. 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 award 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 Ms. Vorakoun and Messrs. Albright, Greathouse, Mays and Smith as of December 31, 2025, if such officer’s employment had been terminated on that date due to a qualifying termination, and the benefit that would have been realized by each NEO as of December 31, 2025, if a change in control had occurred on or before such date.
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 ($) | Termination without Cause ($) | Termination without Good Reason ($) | | John P. Albright | Unvested Time-Based Restricted Stock Awards(1) | — | 1,148,968 | 1,148,968 | 1,148,968 | | | Severance pursuant to employment agreement | — | 2,392,500 | 1,740,000 | — | | | Prorated Annual Incentive Award upon Qualifying Termination | — | 2,272,875 | 826,500 | 826,500 | | | Unvested Performance Share Awards (1)(2)(3) | — | 3,783,752 | 2,522,501 | 2,522,501 | | | Total | — | 9,598,095 | 6,237,969 | 4,497,969 | | Steven R. Greathouse | Unvested Time-Based Restricted Stock Awards(1) | — | 552,318 | 552,318 | 552,318 | | | Severance pursuant to employment agreement | — | 520,000 | — | — | | | Prorated Annual Incentive Award upon Qualifying Termination | — | 390,000 | 390,000 | 390,000 | | | Unvested Performance Share Awards (1)(2)(3) | — | 1,425,790 | 950,527 | 950,527 | | | Total | — | 2,888,108 | 1,892,845 | 1,892,845 | | Philip R. Mays | Unvested Time-Based Restricted Stock Awards(1) | — | 236,403 | 236,403 | 236,403 | | | Severance pursuant to employment agreement | — | 415,000 | 415,000 | — | | | Prorated Annual Incentive Award upon Qualifying Termination | — | 311,250 | 311,250 | 311,250 | | | Unvested Performance Share Awards(1)(2)(3) | — | 422,951 | 281,968 | 281,968 | | | Total | — | 1,385,604 | 1,244,621 | 829,621 | | Daniel E. Smith | Unvested Time-Based Restricted Stock Awards(1) | — | 406,916 | 406,916 | 406,916 | | | Severance pursuant to employment agreement | — | 335,000 | — | — | | | Prorated Annual Incentive Award upon Qualifying Termination | — | 251,250 | 251,250 | 251,250 | | | Unvested Performance Share Awards(1)(2)(3) | — | 1,013,277 | 675,518 | 675,518 | | | Total | — | 2,006,443 | 1,333,684 | 1,333,684 | | Lisa M. Vorakoun | Unvested Time-Based Restricted Stock Awards(1) | — | 290,841 | 290,841 | 290,841 | | | Severance pursuant to employment agreement | — | 300,000 | — | — | | | Prorated Annual Incentive Award upon Qualifying Termination | — | 225,000 | 225,000 | 225,000 | | | Unvested Performance Share Awards(1)(2)(3) | — | 613,854 | 409,236 | 409,236 | | | Total | — | 1,429,695 | 925,077 | 925,077 | | | TOTAL | — | 17,307,945 | 11,634,196 | 9,479,196 |
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 31, 2025 (the last business day of 2025), using the closing market price per share of our stock on that date of $18.41. 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 12/31/2025 assumes full vesting, i.e., at 150% of target. (3) In the event of termination without cause absent change in control, the value attributable to the performance shares outstanding as of 12/31/2025 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.
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 2025)) of each of our 42 employees (excluding the CEO) as of December 31, 2025. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $131,224. As disclosed in the Summary Compensation Table appearing on page 43 above, our current CEO’s annual total compensation for 2025 was $3,905,735. Our current CEO has served in this capacity since August 1, 2011, which period of service includes December 31, 2025, the date of determination for the median employee. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 29.8. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above may not be appropriate as a basis for comparison between companies.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The table below is provided in accordance with Item 402(v) of Regulation S-K. This information is being provided for compliance purposes. Neither the Compensation Committee nor the executives of our Company use the information in this table when making compensation decisions. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2021, 2022, 2023, 2024 and 2025 fiscal years. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average of each of the NEOs’ total compensation for the respective fiscal year.
PAY VERSUS PERFORMANCE
| | Summary Compensation Table Total for PEO ($) | 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 $100 Investment Based On: | | Net Income (Loss) Attributable to Common Stockholders ($ in 000’s) | Adjusted FFO Per Fully Diluted Share(3) ($) | | Year | | | | | TSR ($) | Peer Group TSR(2) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 3,905,735 | 3,966,825 | 1,397,063 | 1,372,815 | 196 | 122 | 2,580 | 1.97 | | 2024 | 3,047,109 | 4,181,015 | 942,183 | 825,555 | 193 | 124 | (8,779) | 2.00 | | 2023 | 2,622,366 | 2,355,069 | 1,218,942 | 1,108,613 | 156 | 120 | 758 | 1.91 | | 2022 | 2,423,711 | 2,347,865 | 1,500,597 | 1,435,223 | 151 | 111 | (1,623) | 1.83 | | 2021 | 2,357,788 | 4,535,058 | 947,655 | 1,595,876 | 157 | 130 | 27,615 | 1.45 |
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:
PAY VERSUS PERFORMANCE
| Year | PEO | Non-PEO NEOs | | 2025 | John Albright | Steven Greathouse, Philip Mays, Daniel Smith, Lisa Vorakoun | | 2024 | John Albright | Steven Greathouse, Philip Mays, Matthew Partridge, Daniel Smith, Lisa Vorakoun | | 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 |
PAY VERSUS PERFORMANCE
Represents the cumulative TSR (the “Peer Group TSR”) of the 2025 Peer Group (see page 33 above), which was used for compensation benchmarking purposes for 2025 compensation as described above. The 2025 Peer Group consisted of some of the same companies as the 2024 Peer Group, although to construct the 2025 Peer Group, four of the companies from the 2024 Peer Group were removed and five new companies were added. The changes were made by the Compensation Committee after reviewing the Company’s and the peer companies’ asset bases, market capitalizations, total enterprise values, and other factors. Also, the 2024 Peer Group consisted of the same companies as the 2023 Peer Group. For 2022, the peer group used for compensation benchmarking purposes consisted of the same companies as the 2023 Peer Group, except that Cedar Realty Trust, Inc. was included for 2022 and was removed for 2023 and replaced with RPT Realty. This change was made by the Compensation Committee after reviewing the Company’s and the peer companies’ asset bases, market capitalizations, total enterprise values, and other factors. A comparison of the Company’s TSR and the Peer Group TSR for 2021, 2022, 2023, 2024 and 2025 is set forth in the sub-table below.
PAY VERSUS PERFORMANCE
| | Value of Initial Fixed $100 Investment Based On: | | | | Year | Company TSR ($) | 2022 Peer Group TSR ($) | 2023 Peer Group TSR ($) | | 2021 | 157 | 133 | 134 | | 2022 | 151 | 111 | 112 | | 2023 | 156 | 110 | 115 | | 2024 | 193 | 112 | 112 | | 2025 | 196 | 106 | 106 |
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 19, 2026, which also includes a GAAP reconciliation of this non-GAAP measure. (4) “Compensation Actually Paid” (“CAP”) to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year (see page 43 above), adjusted as set forth in the sub-table below. 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.
PAY VERSUS PERFORMANCE
| Adjustments to Determine Compensation “Actually Paid” for PEO | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | $(1,778,421) | $(1,172,927) | $(1,209,080) | $(1,141,117) | $(1,135,825) | $(929,602) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $1,689,878 | $1,709,493 | $1,090,110 | $1,220,410 | $2,066,282 | $792,893 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $121,981 | $626,117 | $(187,893) | $(51,182) | $1,184,425 | $(143,285) | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $27,651 | $(28,777) | $39,566 | $(103,957) | $62,388 | $33,496 | | Total Adjustments | $61,089 | $1,133,906 | $(267,297) | $(75,846) | $2,177,270 | $(246,498) |
PAY VERSUS PERFORMANCE
| Adjustments to Determine Compensation “Actually Paid” for Non-PEOs (Average) | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | $(547,192) | $(321,332) | $(499,164) | $(734,921) | $(382,239) | $(328,875) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $517,350 | $315,837 | $449,983 | $716,807 | $686,661 | $239,386 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $22,396 | $116,020 | $(75,917) | $(17,214) | $332,595 | $(20,377) | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $(16,803) | $(6,978) | $14,769 | $(30,046) | $11,206 | $8,839 | | Deduction for the Fair Value of Awards forfeited during year | $— | $(220,175) | $— | $— | $— | $(96,818) | | Total Adjustments | $(24,249) | $(116,628) | $(110,329) | $(65,374) | $648,223 | $(197,845) |
PAY VERSUS PERFORMANCE
In addition, because Mr. Partridge was an NEO during a portion of 2024, the calculation above of “Average Compensation Actually Paid to non-PEO NEOs” for 2024 includes amounts paid to Mr. Partridge for such year. If Mr. Partridge’s 2024 compensation had not been included in such calculation for 2024, the “Average Summary Compensation Table Total for Non-PEO NEOs” and “Average Compensation Actually Paid to Non-PEOP NEOs” for 2024 would have been $1,023,393 and $1,281,073, respectively.