DEF 14A of Getty Realty Corp /MD/, Mar 13, 2024

DEF 14A of Getty Realty Corp /MD/

Filed Mar 13, 2024 · FY20230001140361-24-013007

Open on EDGAR

  1. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting Getty’s directors are elected at each annual meeting of stockholders and hold office for a term of one year and until their respective successors are elected and qualified. The Board of Directors has nominated six candidates for election as directors for a one-year term ending at the 2025 annual meeting of the Company’s stockholders or when their successors are duly elected and qualified. The affirmative vote of a plurality of all votes cast at the Annual Meeting is required for the election of each nominee to our Board of Directors. With respect to each director, you may vote “for” such nominee or “withhold” your vote as to such nominee. Director nominees with the most votes cast “for” such nominee’s election will be elected to our Board of Directors. Accordingly, if you “withhold” authority to vote with respect to one or more nominees, your vote will have no effect on the election of such nominees. For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. Broker non-votes will be considered present for the purpose of determining the presence of a quorum. You may use the proxy card furnished to you to cast your votes for the election of the Director nominees named in the table below. If any of the nominees should become unable or unwilling to serve as a director prior to the Annual Meeting, we intend to vote your proxy “for” the election of the substitute nominee, if any, who is designated by the Board of Directors (unless the proxy contains instructions to the contrary). For additional information about how we identify and evaluate nominees for director, see “Committees - Nominating/Corporate Governance Committee” at page 27 of this Proxy Statement. Set forth below is information regarding the directors nominated for election at the Annual Meeting, including background information and information regarding the specific experience, qualifications, attributes and skills that support the conclusion that these nominees should serve as directors of Getty. We believe that our Board of Directors is comprised of a makeup of individuals with a diversity of professional, personal, and experiential backgrounds, including with respect to skills, education, industry experience, and demographic characteristics such as age, gender, ethnicity and geographic location. For additional information regarding the particular skills represented on our Board of Directors, see the “Experience and Qualifications Represented on our Board of Directors” section below on page 22 of this Proxy Statement.

  2. Nominees for Election at the Annual Meeting

    | Christopher J. Constant - 45 | | | | Mr. Constant has served as a director of Getty since January 1, 2016, concurrent with his appointment as President and Chief Executive Officer of the Company at such time. Mr. Constant joined the Company in November 2010 as Director of Planning and Corporate Development and advanced within the Company to Treasurer in May 2012, Vice President in May 2013, Chief Financial Officer in December 2013, and President and Chief Executive Officer as of January 1, 2016. Prior to joining Getty, Mr. Constant was a Vice President in the corporate finance department of Morgan Joseph & Co. Inc. and began his career in the corporate finance department at ING Barings. Mr. Constant holds an A.B. from Princeton University. Mr. Constant’s qualifications to serve on our Board of Directors include his past experience in investment banking, totaling over ten years, including his past leadership role as Vice President in the investment banking firm Morgan Joseph & Co. Inc., and his diverse knowledge of financial and capital markets and corporate development strategies, specifically as they relate to the real estate industry and real estate investment trusts (“REITs”). In addition, Mr. Constant has extensive knowledge of the Company’s business strategies, finances and operations cultivated through his years of service as President and Chief Executive Officer since 2016 and in various other executive capacities with the Company since 2010. Mr. Constant has been a driving force behind the development and execution of numerous projects and strategic initiatives during his tenure at Getty. His knowledge of our business, finances, operations and compliance requirements, and his demonstrated effective leadership within the Company, qualify Mr. Constant as a valuable member of our Board of Directors. |

  3. Nominees for Election at the Annual Meeting

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  4. Nominees for Election at the Annual Meeting

    | Milton Cooper - 95 | | | | Mr. Cooper has served as a director of Getty since 1971 and as Chairman of the Compensation Committee since 2006. Mr. Cooper is the Executive Chairman of the Board of Directors for Kimco Realty Corporation (“Kimco”), a NYSE listed REIT, which is one of the nation’s largest owners and operators of neighborhood and community shopping centers. Mr. Cooper has served as the Chairman of the Board of Directors and Chief Executive Officer of Kimco from its initial public offering in 1991 to 2009 and was a director and President of Kimco prior thereto. In 1956, Mr. Cooper co-founded the predecessor business that became Kimco. Mr. Cooper is a nationally recognized leader of the modern REIT industry. He has received the National Association of Real Estate Investment Trusts Industry Leadership Award for his significant and lasting contribution to the REIT industry. From 1983 through April 2012, he was also a director of Blue Ridge Real Estate/Big Boulder Corporation, a real estate management and land development firm. Mr. Cooper has also served as a member of the Executive Committee of the Board of Governors of the National Association of Real Estate Investment Trusts. Mr. Cooper holds degrees from City College in New York and Brooklyn Law School. Mr. Cooper’s qualifications to serve on our Board of Directors include his recognized stature within, and knowledge of, our industry, and extensive leadership experience both on the Company’s Board of Directors and as the founder, executive officer and member of the boards of directors for other REITs. |

  5. Nominees for Election at the Annual Meeting

    | Philip E. Coviello - 80 | | | | Mr. Coviello has served as a director of Getty since 1996 and as Chairman of the Audit Committee since 2000. Mr. Coviello has also served on the Compensation Committee since 2007 and on the Nominating/ Corporate Governance Committee since 1999. Mr. Coviello has served as a director of Kimco since 2008 and serves on Kimco’s Audit Committee, Kimco’s Executive Compensation Committee and Kimco’s Nominating/Corporate Governance Committee. Mr. Coviello was a partner in Latham & Watkins LLP, an international law firm, until his retirement from the firm as of December 31, 2003. Mr. Coviello holds an A.B. from Princeton University, an L.L.B. from Columbia University School of Law, and an M.B.A. from Columbia University Business School. Mr. Coviello’s qualifications to serve on our Board of Directors include his many years of legal experience counseling boards of directors and senior management of public and private companies on a wide range of corporate and securities law issues, including mergers and acquisitions, securities offerings and corporate governance, regulatory compliance and other matters. |

  6. Nominees for Election at the Annual Meeting

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  7. Nominees for Election at the Annual Meeting

    | Evelyn León Infurna - 60 | | | | Ms. Infurna was appointed to serve as a director of Getty in July 2021 and has served as a member of the Nominating/Corporate Governance Committee since that time. Ms. Infurna has also served as a member of the Compensation Committee since October 2022, and as a member of the Audit Committee since February 2023. Ms. Infurna is a Vice President of Investor Relations with Northern Oil and Gas, Inc., a NYSE listed energy investment company. Previously, she was Senior Vice President of Investor Relations with SmartRent. com Inc. Prior to that, Ms. Infurna was a Managing Director with ICR, LLC specializing in strategic communications, capital markets advisory and investor engagement for REITs and other real estate companies. Preceding her tenure with ICR, Ms. Infurna was a Managing Director in Equity Capital Markets with Citigroup where she was responsible for raising equity capital for companies in the real estate and lodging sectors. Ms. Infurna spent over a decade as a portfolio manager and analyst managing real estate and related securities portfolios with Diamondback, Moore Capital, Amaranth and Barings/ Cornerstone Advisers. She commenced her real estate capital markets career as a Director in equity research with Deutsche Bank. From 2018 through 2021, Ms. Infurna served as an advisory board member to Accesso Partners, a private real estate asset manager based in Miami. Ms. Infurna holds a B.S. from New York University and an M.B.A. from Northwestern University. Ms. Infurna’s qualifications to serve on our Board of Directors include her experience as a senior officer of a public company, her communications, advisory and investor engagement experience for REITs and other public companies in the real estate industry. Ms. Infurna has robust real estate capital markets expertise and asset management experience. Ms. Infurna is an accomplished leader and an experienced board member who brings a unique and independent perspective to our Board of Directors. |

  8. Nominees for Election at the Annual Meeting

    | Mary Lou Malanoski - 67 | | | | Ms. Malanoski has served as a director of Getty since October 2018. She has also served as a member of the Audit Committee since October 2018, and as Chair of the Nominating/Corporate Governance Committee since April 2021. Ms. Malanoski is currently Chief Financial Officer of S2K Partners Co. LLC. Previously, she was the Chief Operating Officer at Morgan Joseph TriArtisan, an investment bank focused on the mid-market, where she also had served as Head of Banking and Chief Financial Officer. Prior to Morgan Joseph TriArtisan, she was a founder and principal of New Street Advisors, a boutique broker-dealer, and New Street Investments, a firm focused primarily on non-control investments in private companies. Prior to New Street Advisors, she was a senior team member at New Street Capital, a private investment firm which managed the assets of the reorganized Drexel Burnham Lambert. Ms. Malanoski began her career as an investment banker at Drexel Burnham Lambert. She is also a member of the Board of Directors for Phibro Animal Health Corporation and served as a member of the Board of Directors for Morgan Joseph TriArtisan from November 2005 until August 2021. Ms. Malanoski holds a B.A. from the Rosemont College and an M.B.A. from The Johnson School of Cornell University. Ms. Malanoski’s qualifications to serve on our Board of Directors include her over 30 years of experience on Wall Street in various roles. Ms. Malanoski is an accomplished leader and an experienced board member who brings a unique and independent perspective to our Board of Directors. |

  9. Nominees for Election at the Annual Meeting

    | 20 | GETTY REALTY 2024 Proxy Statement |

  10. Nominees for Election at the Annual Meeting

    | Howard B. Safenowitz - 65 | | | | Mr. Safenowitz has served as a director of Getty since December 1998 and was appointed as Chairman of the Board in April 2021. Prior to his appointment as Chairman, Mr. Safenowitz served as Lead Independent Director of Getty from February 2010 to March 2021, Chairman of the Nominating/Corporate Governance Committee from 2005 to March 2021, a member of the Compensation Committee from 1999 to March 2021, and a member of the Audit Committee from 2005 to March 2021. Together with attributed family interests, Mr. Safenowitz is one of the Company’s largest stockholders. Mr. Safenowitz is the President of Safenowitz Family Corp., an investment firm, since 1997. From 1990 to 2003, he was employed by The Walt Disney Company where he served as Senior Vice President, Business Affairs of Buena Vista Motion Pictures from March 2001 until April 2003 and prior thereto as Vice President, Business Affairs of Walt Disney Pictures and Television from 1996 until 2001. Mr. Safenowitz practiced corporate and transactional law in New York and California from 1983 until joining The Walt Disney Company in 1990. He also served as a director of Getty Petroleum Marketing Inc. from December 1998 until December 2000. Mr. Safenowitz holds a B.A. from the University of Rochester and a J.D. from Boston University School of Law. Mr. Safenowitz’s qualifications to serve on our Board of Directors include his significant experience with and knowledge of Getty, along with his prior service as a director of Getty Petroleum Marketing Inc. until December 2000, which together provide him with a valuable perspective on core business matters that face our Company. In addition, his experience as a corporate lawyer, as well as his position as the president of Safenowitz Family Corp. and his past leadership experience at The Walt Disney Company, have provided Mr. Safenowitz demonstrated leadership and management skills contributing to his value as an advisor to our Company. |

  11. Board of Directors and Board Leadership Structure

    Board of Directors and Board Leadership Structure Our Board of Directors is currently comprised of Christopher J. Constant, Milton Cooper, Philip E. Coviello, Evelyn León Infurna, Mary Lou Malanoski, and Howard B. Safenowitz. Our Board of Directors is elected by the stockholders to oversee the performance of the Company’s business affairs and to set broad strategy for the Company’s growth. The Board of Directors acts as an advisor to senior management and monitors its performance. It also oversees the Company’s compliance efforts. To help discharge its responsibilities, the Board of Directors has adopted Corporate Governance Guidelines on significant corporate governance issues. The Corporate Governance Guidelines address, among other things, the size and composition of the Board of Directors, director independence, committee membership and structure, meetings and executive sessions, and director selection and training. The Nominating/Corporate Governance Committee is committed to the needs of the Board of Directors and in evaluating possible director candidates will, pursuant to the Director Qualification Standards section of the Company’s Corporate Governance Guidelines, consider multiple factors including the independence, knowledge and judgment, financial literacy, breadth of skills, experience, perspective, and other attributes of a candidate, as well as diversity criteria such as race, gender, national origin, ethnicity, religion, or sexual orientation or identity. The Nominating/ Corporate Governance Committee does not assign specific weight to any particular criteria; the goal is to identify nominees that, considered as a group, will possess the skill sets and characteristics required of the Board of Directors to fulfill its responsibilities. However, the Nominating/Corporate Governance Committee is committed to prioritizing for nominations qualified director candidates who are “independent” as defined in the listing standards of the NYSE and who bring diversity to the Board of Directors on the basis of race, gender, national origin, ethnicity, religion, or sexual orientation or identity. For the year ended December 31, 2023, our Board of Directors had six members. The Board of Directors has nominated six candidates for election as directors for a one-year term ending at the 2025 annual meeting of the Company’s stockholders and when their successors are duly elected and qualified. The Board may reevaluate the size of the Board of Directors. If the Board of Directors decides to fill any vacancy, our Nominating/Corporate Governance Committee is committed to prioritizing for nomination a qualified director candidate who is “independent” as defined in the listing standards of the NYSE and who brings diversity to the Board of Directors on the basis of race, gender, national origin, religion, or sexual orientation or identity, in addition to satisfying criteria based on relevant experience and breadth of skills. (For additional information regarding the factors considered in evaluating our director candidates, see “Nominating/Corporate Governance Committee” discussion on page 27 of this Proxy Statement.) The Charters for each of the committees of the Board of Directors, the Corporate Governance Guidelines, and Getty’s Business Conduct Guidelines (which serve as our code of ethics under the Sarbanes-Oxley Act of 2002 and our code of business conduct and ethics under NYSE rules, and covers officers, employees and directors), may all be accessed through the Getty website at www.gettyrealty.com by clicking on “Investors/Corporate Governance”. In addition to our website availability, copies of any of the Charters for each of the committees of the Board of Directors, the Corporate Governance Guidelines, and/or Getty’s Business Conduct Guidelines may also be obtained by submitting a written request to Mr. Joshua Dicker, Executive Vice President, General Counsel and Secretary, at the address for Getty’s executive offices provided in this Proxy Statement. The Business Conduct Guidelines apply to all employees, officers and directors of the Company and waivers of the Business Conduct Guidelines for directors or executive officers, if any, will be disclosed as required by the rules and regulations of the SEC. There were no such waivers in 2023. The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer (“CEO”) and Chairman of the Board, as the Board of Directors believes it is in the best interests of the Company for the Board of Directors to have the flexibility to make the determination whether the same person should serve as both the CEO and Chairman of the Board at any given point in time, or whether the roles should be separate, depending on, among other factors, the position and direction of the Company and the membership of the Board of Directors. The Board of Directors believes that its current leadership structure, with separate Chairman and CEO positions, is appropriate for the Company because it separates the leadership of the Board of Directors from the day-to-day leadership of the Company. The Board of Directors believes that separating the position of Chairman from the CEO better positions the Board of Directors to evaluate the performance of management and enables the Chairman to provide guidance to the CEO.

  12. Board of Directors and Board Leadership Structure

    | GETTY REALTY 2024 Proxy Statement | 23 |

  13. Board of Directors and Board Leadership Structure

    Mr. Safenowitz was appointed to the position of Chairman of the Board in April 2021. Prior to his appointment as Chairman, Mr. Safenowitz served as the Company’s Lead Independent Director and in that capacity presided over executive sessions of the Company’s independent Directors, facilitated information flow and communication among the Directors, and performed such other Lead Independent Director duties as were specified by the Board of Directors. In view of the facts that the Company currently has separate CEO and Chairman positions and that the Company’s Chairman is an “independent” director as defined in the listing standards of the NYSE and satisfies duties otherwise applicable to the Lead Independent Director, the Board of Directors has determined not to designate a separate Lead Independent Director but reserves the right to do so in the future. In his role as the Chairman of the Board, Mr. Safenowitz is responsible for enhancing the effectiveness of the Board of Directors, in particular by ensuring that the Board of Directors works as a cohesive team; ensuring that the Board of Directors has adequate resources and that there is a process in place to assure that the Board of Directors is presented with full, timely and relevant information; ensuring that there is a process in place to monitor best practices that relate to the responsibilities of the Board of Directors; and assessing the effectiveness of the overall Board of Directors and individual directors on a regular basis. The Chairman is also responsible for management of the Board of Directors, in particular by providing oversight on the agendas for Board of Directors meetings; consulting with the CEO regarding the membership and the chairs for Board of Directors committees; ensuring that the independent directors meet regularly without management present to discuss the effectiveness of the CEO and the Board of Directors; and by chairing Board of Directors meetings and executive sessions of the Company’s independent Directors. The Chairman is invited to attend all meetings of Committees of the Board and receives corresponding Committee documentation in advance of the meetings. In his role as the CEO, Mr. Constant is responsible for setting a strategic vision for the Company and seeking to align the Company, internally and externally, with that strategic vision. In addition, Mr. Constant, as CEO, is responsible for day-to-day leadership of the Company, promoting Company performance through his leadership, and leading the Company in the execution of its business plan. Our CEO also serves on our Board of Directors, which we believe helps the CEO to serve as a bridge between management and the Board of Directors, ensuring that both groups act with a common purpose. We believe that the CEO’s presence on the Board of Directors enhances his ability to provide insight and direction on important strategic initiatives to both management and the independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all decisions by the Board of Directors.

  14. Compensation Committee

    | ■ | its approval, evaluation and recommendation to the Board of all non-management director compensation; |

  15. Getty’s Compensation Program

    Getty’s Compensation Program Getty’s compensation program for executive officers is designed to effectively manage the Company’s aggregate annual compensation expense while providing executive officers with a competitive total compensation package intended to encourage and motivate their high performance, promote their accountability, and retain them. Getty’s compensation policies are also designed to promote increased stockholder value by aligning the financial interests of Getty’s executive officers with those of its stockholders. The Compensation Committee believes that its current policies, plans and programs are appropriate for these purposes. Getty’s executive compensation program involves a combination of annual cash compensation, discretionary incentive compensation (cash incentive awards and equity incentive awards such as RSUs with dividend equivalents), retirement and other plans, and perquisites and other benefits. Although the Compensation Committee has not adopted any formal policies for allocating compensation among these compensation components, in conducting its review and rendering its determinations, the Compensation Committee evaluates whether each NEO is provided with a total compensation opportunity that achieves the key objectives of the compensation program while maintaining an appropriate cost and risk management structure. Base salary levels for NEOs are, in combination with other compensation components, considered by the Compensation Committee to be sufficient to achieve the objectives of Getty’s compensation program. Total compensation, including discretionary annual cash incentive awards and RSU grants (including dividend equivalents paid with respect to such RSUs), are in aggregate amounts which the Compensation Committee considers sufficient to retain the NEOs and to align their interests with those of Getty’s stockholders. In making executive compensation determinations, the Compensation Committee has also considered the results of the non-binding, advisory stockholder votes on the Company’s executive compensation program. Our stockholders have approved the Company’s executive compensation program each year since the advisory vote was first sought, most recently approving it by 95.38% of votes cast on the say-on-pay proposal in our 2023 Proxy Statement. The Compensation Committee was mindful of our stockholders’ endorsement of the Compensation Committee’s decisions and policies and has maintained its general approach to executive compensation for decisions made to date. The Compensation Committee will continue to consider the results from this year’s and future advisory stockholder votes regarding the executive compensation program.

  16. Getty’s Compensation Program

    Total compensation determinations by the Compensation Committee for each NEO are influenced in part by the particular responsibilities of the applicable executive position with additional consideration given to such NEO’s individual performance. Our CEO reviews the performance of each NEO (other than himself) and provides compensation recommendations for all NEOs (including himself) to the Compensation Committee with respect to base salary amounts, cash bonuses and grants of equity-based awards under the 2004 Plan, consisting of RSUs (including dividend equivalents with respect to such RSUs). The Compensation Committee reviews and deliberates upon the CEO recommendations, evaluates the CEO’s and each of the NEO’s individual performances, and establishes the compensation for each NEO. The CEO does not play any role in the Compensation Committee’s deliberation on matters impacting his own compensation. Although the Compensation Committee takes the CEO’s recommendations under advisement, it independently evaluates the compensation recommendations for each NEO and in all instances exercises its discretion in making final compensation decisions in accordance with its authority and formal responsibilities set forth in the Charter of the Compensation Committee. The Compensation Committee has direct knowledge of the performance of each of the NEOs through regular and special reports by these executives to the Board of Directors and Board Committees and through other interactions with these executives related to the Company’s operations and performance. In reaching the executive compensation decisions described below, the Compensation Committee recognized the individual contributions that each of Messrs. Constant, Olear, Dickman, and Dicker made towards the Company’s operational and financial achievements highlighted above, while also recognizing each of their individual efforts, including the following notable accomplishments for each NEO:

  17. Getty’s Compensation Program

    The compensation of the CEO is discussed with input from Board Members to ensure that the decision-making process is well-informed with final deliberation and approval solely by the Compensation Committee. The Compensation Committee may periodically engage outside professional firms to assist in understanding compensation levels and programs in the broader marketplace and to provide advice on executive compensation. In 2023, the Compensation Committee did not engage the services of a compensation consultant and did not benchmark compensation elements against a peer group. Rather, the Compensation Committee considered relative market compensation levels as one factor in determining the total annual compensation amount for each NEO. The Compensation Committee considered numerous other factors when making pay decisions, including individual and Company performance, the scope of each individual’s responsibility and length of time in the role.

  18. Getty’s Compensation Program

    | ■ | Incentive compensation (discretionary annual cash incentive awards and equity incentive awards like RSUs with dividend equivalents); |

  19. Incentive Compensation

    Incentive Compensation Annual Performance-Based Cash Bonus The Compensation Committee believes that discretionary cash bonuses are useful on a case-by-case basis to motivate and reward executives for their contribution to annual operating results and Company achievements that help create value for our stockholders. Cash bonuses for NEOs are not guaranteed but have been awarded at the discretion of the Compensation Committee. In deciding whether to award discretionary cash bonuses, the Compensation Committee makes its determinations as described above, based upon (i) recommendations from the Company’s CEO, (ii) its review with the CEO of the performance of each NEO (other than the CEO himself), (iii) its evaluation of the CEO’s individual performance, (iv) its informed judgment, in view of the Company’s financial and operational performance, of each NEO’s responsibilities and efforts, such NEO’s contribution to the overall performance and success of the Company, and the complexity or difficulty of the objectives that have been achieved by such NEO, (v) the relative significance of a cash bonus award toward meeting the overall goals of Getty’s compensation program, and (vi) other relevant considerations. These factors are considered subjectively and no one factor is accorded any specific weight. In February 2024, the Compensation Committee approved discretionary cash bonuses. Specifically, Mr. Constant was paid a cash bonus of $516,500, Mr. Dickman was paid a cash bonus of $340,800, and Messrs. Olear and Dicker were each paid a cash bonus of $328,600. Long-Term Equity Incentive Awards The Company maintains the stockholder-approved 2004 Plan for officers and other valued employees of the Company and its subsidiaries, and members of the Board of Directors. The 2004 Plan allows for the grant of various types of stock-based awards to eligible individuals, other than stock options. The 2004 Plan is administered by the Compensation Committee, which has the power to determine eligibility, the types and sizes of awards, the price and timing of awards, terms of vesting, the acceleration or waiver of any vesting restriction and the timing and manner of settling vested awards. Generally, to better align the interests of the Company’s NEOs with the interests of the Company’s stockholders and to promote performance that will have a positive long-term impact on total stockholder return, the Compensation Committee annually grants equity-based awards under the 2004 Plan to the Company’s NEOs, consisting of time-based RSUs (including dividend equivalents paid with respect to such RSUs). These RSU awards vest ratably over a five-year period commencing on the first anniversary of the grant date subject to continued employment through each vesting date and, with respect to all RSU awards granted from and after 2009, are settled in the discretion of the Compensation Committee in cash or in shares of

  20. Incentive Compensation

    the Company’s common stock upon the earlier of ten years after the grant date (or the first vesting date for RSU awards granted in 2016 - 2018) or termination of employment. Settlement of RSUs granted prior to 2009 is deferred until termination of service, pursuant to the terms of the award agreements in effect prior to 2009. All award agreements also provide for vesting of unvested RSUs in the discretion of the Compensation Committee and subject to its approval in the event of the “Retirement” (as defined in the award agreement) of the executive officer or other holder. On a total company basis, when appropriate, the Compensation Committee also analyzes (i) the number of shares used by Getty during the year with respect to new equity awards (i.e., burn rates), (ii) the number of shares subject to outstanding equity awards relative to the total number of shares issued and outstanding (i.e., issued equity overhang), and (iii) the number of shares subject to outstanding equity awards and available for future grants relative to the total number of shares issued and outstanding (i.e., total equity overhang). The Compensation Committee believes that analyzing these additional factors allows it to assess whether granting new awards to the NEOs is prudent based on the pool of shares Getty has available for grants to all of Getty’s employees and to take into consideration the impact on the dilution of stockholder interests and overhang. The Compensation Committee’s determination in February 2024 to grant RSUs under the annual equity grant program to Messrs. Constant, Olear, Dickman and Dicker was in keeping with its annual practice of using RSUs as an important part of the total executive compensation program. The Compensation Committee determines each year the appropriate size of RSU grants to award to the NEOs in furtherance of Getty’s executive compensation philosophy and objectives by reviewing and considering numerous factors, including the following:

  21. Incentive Compensation

    | ■ | the number and value of each NEO’s then current unvested equity awards in relation to promoting performance and retention objectives; |

  22. Incentive Compensation

    | ■ | each NEO’s contributions to the development of long-term value creation. |

  23. Incentive Compensation

    The Compensation Committee also believes the annual equity award program encourages executive retention because of the length of the vesting and settlement terms. In February 2024, the Compensation Committee approved RSU grants to the NEOs in accordance with its annual equity grant program based on each NEO’s role and responsibilities and such NEO’s individual performance during 2023, and in furtherance of the overall goals of Getty’s executive compensation program as well as other factors as described above. Such 2024 grants were made in the following amounts: 52,000 RSUs to Mr. Constant and 30,000 RSUs to each of Messrs. Olear, Dickman and Dicker. RSU grants made to NEOs during 2023 are reflected in the “2023 Grants of Plan- Based Awards” table below. All such RSU grants include related dividend equivalents.

  24. Summary Compensation Table

    Summary Compensation Table The following table sets forth information about the compensation of the CEO and each of the other Named Executive Officers for services in all capacities to Getty and its subsidiaries during the periods indicated.

  25. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(2) | Total Compensation | | Christopher J. Constant President and Chief Executive Officer | 2023 | 589,904 | 516,500 | 1,615,000 | 0 | 0 | 0 | 75,072 | 2,796,476 | | | 2022 | 559,135 | 485,000 | 1,095,200 | 0 | 0 | 0 | 71,322 | 2,210,657 | | | 2021 | 543,077 | 450,000 | 854,700 | 0 | 0 | 0 | 70,072 | 1,917,849 | | Mark J. Olear Executive Vice President, Chief Investment Officer and Chief Operating Officer | 2023 | 474,615 | 328,600 | 952,000 | 0 | 0 | 0 | 58,872 | 1,814,087 | | | 2022 | 457,308 | 310,000 | 698,190 | 0 | 0 | 0 | 56,872 | 1,522,370 | | | 2021 | 445,846 | 300,000 | 619,658 | 0 | 0 | 0 | 55,872 | 1,421,376 | | Brian R. Dickman Executive Vice President Chief Financial Officer and Treasurer | 2023 | 439,615 | 340,800 | 952,000 | 0 | 0 | 0 | 54,592 | 1,787,007 | | | 2022 | 422,308 | 320,000 | 698,190 | 0 | 0 | 0 | 52,592 | 1,493,090 | | | 2021 | 415,000 | 300,000 | 427,350 | 0 | 0 | 0 | 51,592 | 1,193,942 | | Joshua Dicker Executive Vice President, General Counsel and Secretary | 2023 | 439,615 | 328,600 | 952,000 | 0 | 0 | 0 | 55,372 | 1,775,587 | | | 2022 | 422,308 | 310,000 | 698,190 | 0 | 0 | 0 | 53,372 | 1,483,870 | | | 2021 | 408,077 | 300,000 | 619,658 | 0 | 0 | 0 | 52,372 | 1,380,107 |

  26. Summary Compensation Table

    | (1) Stock awards are in the form of restricted stock units (RSUs). The amount reflected is the grant date fair value computed in accordance with FASB ASC Topic 718. The value of future dividends is assumed to be reflected in the closing per share price of the common stock, and, consequently, in the fair value of each award. Therefore, the dividend equivalents paid on RSUs are not shown separately in this table. The Company pays dividend equivalents on RSUs only to the extent dividends are declared on shares of its common stock. |

  27. Summary Compensation Table

    | (2) All Other Compensation includes (a) profit sharing and Company matching contributions under the Retirement Plan, (b) contributions under the Supplemental Retirement Plan, (c) life insurance premiums, and (d) perquisites and other personal benefits received by the NEOs that exceeded $10,000 in the aggregate for the year, which consist only of automobile allowances. See “All Other Compensation” table, below. |

  28. Summary Compensation Table

    | 46 | GETTY REALTY 2024 Proxy Statement |

  29. 2023 Grants of Plan Based Awards

    2023 Grants of Plan Based Awards The following table presents information concerning grants of plan-based awards to each of the NEOs during the year ended December 31, 2023.

  30. 2023 Grants of Plan Based Awards

    | | | Estimated Future Payouts Under Non Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | Christopher J. Constant | 3/1/23 | 0 | 0 | 0 | 0 | 0 | 0 | 47,500 | 0 | 1,615,000 | | Mark J. Olear | 3/1/23 | 0 | 0 | 0 | 0 | 0 | 0 | 28,000 | 0 | 952,000 | | Brian R. Dickman | 3/1/23 | 0 | 0 | 0 | 0 | 0 | 0 | 28,000 | 0 | 952,000 | | Joshua Dicker | 3/1/23 | 0 | 0 | 0 | 0 | 0 | 0 | 28,000 | 0 | 952,000 |

  31. 2023 Grants of Plan Based Awards

    | (1) Stock awards are in the form of RSUs that vest ratably over a five-year period commencing on the first anniversary of the grant date, with accelerated vesting in the event of death or termination of service by the Company without cause. |

  32. 2023 Grants of Plan Based Awards

    | (2) Grant date fair value is computed in accordance with FASB ASC Topic 718. |

  33. 2023 Grants of Plan Based Awards

    The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described above under “Compensation Discussion and Analysis.”

  34. 2023 Grants of Plan Based Awards

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  35. 2023 Outstanding Equity Awards at Year-End

    2023 Outstanding Equity Awards at Year-End The following table provides information as to outstanding RSUs held by each of the NEOs as of December 31, 2023. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table. The aggregate value of all outstanding equity in the table below is based on $29.22 per share, the closing price of Getty common stock on December 29, 2023.

  36. 2023 Outstanding Equity Awards at Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Christopher J. Constant | 3/1/23 | 47,500 | 1,387,950 | | | | | 3/1/22 | 32,000 | 935,040 | | | | | 3/1/21 | 18,000 | 525,960 | | | | | 3/2/20 | 10,000 | 292,200 | | | | | 3/1/19 | 4,500 | 131,490 | | | | Mark J. Olear | 3/1/23 | 28,000 | 818,160 | | | | | 3/1/22 | 20,400 | 596,088 | | | | | 3/1/21 | 13,050 | 381,321 | | | | | 3/2/20 | 7,360 | 215,059 | | | | | 3/1/19 | 3,300 | 96,426 | | | | Brian R. Dickman | 3/1/23 | 28,000 | 818,160 | | | | | 3/1/22 | 20,400 | 596,088 | | | | | 3/1/21 | 9,000 | 262,980 | | | | | 12/14/20 | 6,000 | 175,320 | | | | Joshua Dicker | 3/1/23 | 28,000 | 818,160 | | | | | 3/1/22 | 20,400 | 596,088 | | | | | 3/1/21 | 13,050 | 381,321 | | | | | 3/2/20 | 7,360 | 215,059 | | | | | 3/1/19 | 3,300 | 96,426 | | |

  37. 2023 Outstanding Equity Awards at Year-End

    | (1) Stock awards are in the form of RSUs that vest ratably over a five-year period commencing on the first anniversary of the grant date, with accelerated vesting in the event of death or termination of employment by the Company without cause. |

  38. 2023 Outstanding Equity Awards at Year-End

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  39. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following Option Exercises and Stock Vested table provides additional information about the stock-based awards that vested during the year ended December 31, 2023. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  40. 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Christopher J. Constant | 27,000 | 918,000 | | Mark J. Olear | 19,030 | 647,020 | | Brian R. Dickman | 11,100 | 362,970 | | Joshua Dicker | 19,030 | 647,020 |

  41. 2023 Option Exercises and Stock Vested

    | (1) Reflects the number of RSUs that vested during 2023. |

  42. 2023 Option Exercises and Stock Vested

    | (2) Reflects an amount equal to the number of RSUs that vested in 2023 multiplied by the closing price of the underlying shares of Getty common stock on the applicable vesting date. Settlement of these vested RSUs is deferred pursuant to the terms of the RSU award agreement until the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date for RSUs granted in 2016-2018), or the NEO’s termination of service. Settlement of vested RSUs granted prior to 2009 is deferred until termination of service pursuant to the award agreements in effect prior to 2009. The Value Realized on Vesting for all NEOs is included as Registrant Contributions in the Nonqualified Deferred Compensation table, below. |

  43. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  44. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY(1) ($) | Aggregate Earnings (Loss) in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | Christopher J. Constant | | | | | | | Supplemental Retirement Plan | 0 | 42,470 | 61,075 | 0 | 486,460 | | Vested RSUs | 0 | 918,000 | (760,358) | 0 | 3,331,080 | | Total | 0 | 960,470 | (699,283) | 0 | 3,817,540 | | Mark J. Olear | | | | | | | Supplemental Retirement Plan | 0 | 32,220 | 30,021 | 0 | 392,517 | | Vested RSUs | 0 | 647,020 | (394,275) | 0 | 2,470,259 | | Total | 0 | 679,240 | (364,254) | 0 | 2,862,776 | | Brian R. Dickman | | | | | | | Supplemental Retirement Plan | 0 | 28,720 | 5,771 | 0 | 62,682 | | Vested RSUs | 0 | 362,970 | (80,298) | 0 | 587,322 | | Total | 0 | 391,690 | (74,527) | 0 | 650,004 | | Joshua Dicker | | | | | | | Supplemental Retirement Plan | 0 | 28,720 | 33,255 | 0 | 460,878 | | Vested RSUs | 0 | 647,020 | (833,605) | 0 | 2,572,529 | | Total | 0 | 675,740 | (800,350) | 0 | 3,033,407 |

  45. Nonqualified Deferred Compensation

    | (1) The amount reported for each executive in the column “Registrant Contributions in Last FY” for the Supplemental Retirement Plan represents the respective amount reported for each executive for the prior year, 2022, in the column “Supplemental Retirement Plan” in the All Other Compensation Table above, and the amount reported for Vested RSUs is equal to the Value Realized on Vesting reflected in the 2023 Option Exercises and Stock Vested table above. |

  46. Nonqualified Deferred Compensation

    | (2) For RSUs, the aggregate earnings (loss) reflect the change in value of the shares of Getty common stock subject to the RSUs calculated based on the change in the closing price from December 31, 2022 to December 31, 2023, for RSUs that vested prior to 2023, and the change in the closing price from the vesting date to December 31, 2023 for RSUs that vested in 2023. Settlement of vested RSUs is deferred pursuant to the terms of the RSU award agreement until the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018), or the NEO’s termination of service. Settlement of vested RSUs granted prior to 2009 is deferred until termination of service pursuant to the award agreements in effect prior to 2009. |

  47. Nonqualified Deferred Compensation

    | (3) The Aggregate Balance includes the balances accumulated under the Supplemental Retirement Plan and the aggregate value of all vested RSUs for which settlement has been deferred based on $29.22 per share, the closing price of Getty common stock on December 29, 2023. |

  48. Nonqualified Deferred Compensation

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  49. Nonqualified Deferred Compensation

    Getty maintains a Supplemental Retirement Plan for NEOs and other senior management employees. Under the Supplemental Retirement Plan, the Compensation Committee has sole discretion to select the eligible employees for whom contributions will be made in any given year; the Committee is not obligated to select any eligible employees for contribution under the Plan in any year based solely on their participation in the prior year. Under the Supplemental Retirement Plan, which is not qualified for purposes of Section 401(a) of the Internal Revenue Code, a participating employee may receive in their trust account an amount equal to 10% of their compensation (as defined in the Supplemental Retirement Plan), reduced by the amount of any contributions allocated to the employee by the Company under the Retirement Plan. Amounts contributed by the Company for 2023 to the Supplemental Retirement Plan for our NEOs were calculated based upon the definition of eligible compensation in the Supplemental Retirement Plan. The amounts held in trust under the Supplemental Retirement Plan may be used to satisfy claims of general creditors in the event of Getty’s or any of its subsidiaries’ bankruptcy. An employee’s account vests in the same manner as under the Retirement Plan and is paid upon separation of service from the Company.

  50. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each of the award agreements for outstanding RSUs granted to our employees, including our NEOs, contains a provision that causes the unvested RSUs to vest upon the NEO’s death or termination of the NEO’s employment without cause. The award agreements also provide for optional vesting of unvested RSUs in the event of the “Retirement” (as defined in the award agreement) of the subject employee, including our NEOs, if approved by the Compensation Committee in its discretion. In the event of a termination of employment without cause, the value as of December 31, 2023 of RSUs that would vest upon such termination would be as follows: Mr. Constant - $3,272,640; Mr. Olear - $2,107,054; Mr. Dickman - $1,852,548; and Mr. Dicker - $2,107,054. We do not provide any compensation or benefits to any of our NEOs solely on account of the occurrence of a change in control of the Company. The RSU award agreements do not provide for accelerated vesting upon the occurrence of a change in control. 2023 Compensation Disclosure Ratio of the Median Annual Total Compensation of All Company Employees to the Annual Total Compensation of the Company’s Chief Executive Officer Mr. Christopher J. Constant, who serves as the Company’s President and Chief Executive Officer, had fiscal 2023 total compensation of $2,796,476, as reflected in the Summary Compensation Table included in this Proxy Statement. We estimate that the annual compensation for the median employee of the Company, excluding our Chief Executive Officer, was $205,194.08 for 2023. As a result, Mr. Constant’s 2023 annual compensation was approximately 13.63 times that of the median employee. To determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows:

  51. Potential Payments upon Termination or Change in Control

    | (1) For 2023 we used a determination date of December 31, 2023. For purposes of this disclosure, as permitted by SEC regulations, we used the same median employee as in our 2023 proxy statement because there was no material change in our employee population or employee compensation arrangements during 2023 that we reasonably believed would result in a significant change to our pay ratio disclosure. |

  52. Potential Payments upon Termination or Change in Control

    | (2) For purposes of reporting the ratio of annual total compensation of the Chief Executive Officer to the median employee, both the Chief Executive Officer and the median employee’s total compensation paid during the fiscal year ended December 31, 2023 were calculated consistent with the disclosure requirements of executive compensation under Item 402(c)(2)(x) of Regulation SK. The Company has not made any of the adjustments permissible by the SEC, nor have any material assumptions or estimates been made to identify the median employee or to determine annual total compensation. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce, as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules. |

  53. Potential Payments upon Termination or Change in Control

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  54. Director Compensation

    Director Compensation The following text and table discuss the compensation paid to each of our non-employee directors for 2023: For 2023, (i) all non-employee directors received an annual director fee of $40,000; (ii) Members of our Audit Committee received an annual fee of $12,500, except for the Chairman of the Audit Committee, who received an annual fee of $20,000; (iii) Members of our Compensation Committee received an annual fee of $5,000, except for the Chairman of the Compensation Committee, who received an annual fee of $7,500; and (iv) Members of our Nominating/Corporate Governance Committee received an annual fee of $5,000, except for the Chairman of the Nominating/Corporate Governance Committee, who received an annual fee of $7,500. All annual fees payable to directors are paid in four equal quarterly installments and prorated for partial years of service. Non-employee directors are also reimbursed for travel and other expenses related to Company business. Mr. Safenowitz received an annual fee of $125,000 (paid quarterly) for his services as Chairman of the Board, in addition to the quarterly installments of the annual director fee paid to all non-employee directors, as noted above. Mr. Constant is not separately compensated for his services on the Board of Directors; his compensation for services as an employee is discussed in the “Compensation Discussion and Analysis” section on page 39 of this Proxy Statement. Generally, to better align the interests of our non-employee directors with the interests of the Company’s stockholders, the Compensation Committee grants equity-based awards under the 2004 Plan to the Company’s non-employee directors consisting of RSUs (including dividend equivalents paid with respect to such RSUs). RSU awards vest ratably over a five-year period commencing with the first anniversary of the grant date. RSUs granted before 2009 provide for settlement upon termination of service as a director and RSUs granted in 2009 and thereafter provide for settlement upon the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018), or upon termination of service as a director. The award agreements also provide for optional vesting of a director’s RSUs in the event of the “Retirement” (as defined in the award agreement) of the subject non-employee director, if approved by the Compensation Committee in its discretion. In March 2023, the Compensation Committee approved a grant of 7,000 RSUs to each of the non-employee directors, other than Mr. Montag who retired in February 2023. The Compensation Committee’s determination to award RSUs was in order to further align the interests of directors with the Company’s stockholders and also to provide additional value to directors for their contributions to the Company.

  55. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation | All Other Compensation ($) | Total ($) | | Milton Cooper | 47,500 | 238,000 | — | — | — | — | 285,500 | | Philip E. Coviello | 70,000 | 238,000 | — | — | — | — | 308,000 | | Evelyn León Infurna | 59,375 | 238,000 | — | — | — | — | 297,375 | | Mary Lou Malanoski | 60,000 | 238,000 | — | — | — | — | 298,000 | | Richard E. Montag(2) | 13,125 | 0 | — | — | — | — | 13,125 | | Howard B. Safenowitz | 165,000 | 238,000 | — | — | — | — | 403,000 | | Total | $415,000 | $1,190,000 | — | — | — | — | $1,605,000 |

  56. Director Compensation

    | (1) The Company granted 7,000 RSUs to each non-employee director in 2023, which is the same number granted to each non-employee director in 2022. The fair value of these RSUs was determined based on the closing market price of Getty’s stock on the date of grant without consideration of the five-year vesting period for the RSU award. The RSUs granted in 2023 provide for settlement upon the earlier of the tenth anniversary of the date of grant or the termination of service from the Board of Directors. At December 31, 2023, Messrs. Cooper, Coviello, and Safenowitz each had 42,500 vested and 21,000 unvested RSUs outstanding, of which, in each case, 6,800 RSUs vested during the year ended December 31, 2023. At December 31, 2023, Ms. Malanoski had 17,000 vested and 21,000 unvested RSUs outstanding, of which 6,200 RSUs vested during the year ended December 31, 2023. At December 31, 2023, Ms. Infurna had 2,800 vested and 14,700 unvested RSUs outstanding, of which 2,100 RSUs vested during the year ended December 31, 2023. |

  57. Director Compensation

    | (2) Mr. Montag retired in February 2023. |

  58. Director Compensation

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  59. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation - Compensation Discussion and Analysis.” Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K.

  60. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(5) | Total Shareholder Return ($)(6) | Peer Group Total Shareholder Return ($)(6)(7) | Net Income ($) (in thousands)(8) | AFFO ($) per share(9) | | 2023 | $2,796,476 | $2,458,666 | $1,792,227 | $1,579,878 | $111.13 | $109.81 | $60,151 | $2.25 | | 2022 | $2,210,657 | $2,599,157 | $1,499,777 | $1,757,274 | $121.71 | $101.64 | $90,043 | $2.14 | | 2021 | $1,917,849 | $2,352,194 | $1,331,808 | $1,596,281 | $107.74 | $118.33 | $62,860 | $2.08 | | 2020 | $1,714,764 | $1,501,844 | $971,034 | $532,456 | $89.04 | $88.70 | $69,388 | $1.94 |

  61. Pay Versus Performance

    | (1) In accordance with the transitional relief under the SEC rules, only four years of information is required as this is the Company’s second year of disclosure under Item 402(v) of Regulation S-K. |

  62. Pay Versus Performance

    | (2) For all years in question, our Principal Executive Officer (PEO) was the Company’s President and Chief Executive Officer, Christopher J. Constant. |

  63. Pay Versus Performance

    (3)The following table sets forth the adjustments made to arrive at compensation “actually paid” to our PEO during 2023, as shown in the Pay Versus Performance Table:

  64. Pay Versus Performance

    | Adjustments to Determine Compensation “Actually Paid” for PEO | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End | Increase for Fair Value of Awards Granted during the year that Vest during year | 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 | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year | Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation | Total Adjustments | | 2023 | $(1,615,000) | $1,387,950 | $0 | $(298,635) | $4,050 | $0 | $183,825 | $(337,810) |

  65. Pay Versus Performance

    | (4) During 2023, 2022 and 2021, our remaining NEOs consisted of Mark J. Olear (Chief Operating Officer and Chief Investment Officer), Joshua Dicker (General Counsel), and Brian R. Dickman (Chief Financial Officer). During 2020, our remaining NEOs were the same NEOs as 2021-2023 with the addition of Danion Fielding (former Chief Financial Officer) who resigned effective December 11, 2020. Mr. Dickman was appointed Chief Financial Officer effective December 14, 2020. |

  66. Pay Versus Performance

    | (5) The following table sets forth the adjustments made to arrive at compensation “actually paid” to our Non-PEO Named Executive Officers during 2023, as shown in the Pay Versus Performance Table: |

  67. Pay Versus Performance

    | Adjustments to Determine Compensation “Actually Paid” for Non-PEO Named Executive Officers | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End | Increase for Fair Value of Awards Granted during the year that Vest during year | 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 | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year | Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation | Total Adjustments | | 2023 | $(952,000) | $818,160 | $0 | $(190,787) | $(1,764) | $0 | $114,042 | $(212,349) |

  68. Pay Versus Performance

    | (6) Total shareholder return is calculated for each year based on a fixed investment of $100 from the beginning of the earliest year in the table (December 31, 2019) through the end of each applicable year in the table, assuming reinvestment of dividends. |

  69. Pay Versus Performance

    | (7) Our peer group is the same peer group as reported in our Form 10-K pursuant to Item 201(e) of Regulation S-K: Agree Realty Corporation, EPR Properties, Essential Properties Realty Trust, Four Corners Properties Trust, NETSTREIT Corp (was not publicly traded in 2019), and One Liberty Properties. We have chosen these companies as our Peer Group because a substantial segment of each of their businesses is owning and leasing single tenant net lease retail properties. |

  70. Pay Versus Performance

    | (8) Net income is reported as Net Earnings in the Company’s financial statements. |

  71. Pay Versus Performance

    | (9) The Company selected Adjusted Funds from Operations (AFFO) as its Company-selected measure for the reasons set forth below. |

  72. Pay Versus Performance

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  73. Pay Versus Performance Relationship Disclosures

    Pay Versus Performance Relationship Disclosures The chart below illustrates the correlation between NEO compensation actually paid (CAP) and net income for 2020, 2021, 2022, and 2023. *Net income for the year ended December 31, 2022, included a credit of $22.2 million related to the removal of reserves for unknown environmental remediation obligations at certain properties.

  74. Pay Versus Performance Relationship Disclosures

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  75. Pay Versus Performance Relationship Disclosures

    The chart below illustrates the correlation between NEO compensation actually paid (CAP) and AFFO per share for 2020, 2021, 2022, and 2023. The chart below provides a comparison between the Company total shareholder return against the total shareholder return of our peer group for 2020, 2021, 2022, and 2023.

  76. Pay Versus Performance Relationship Disclosures

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  77. Deadlines for Submitting Stockholder Nominees for Director and Other Stockholder Proposals for the 2025 Annual Meeting

    Deadlines for Submitting Stockholder Nominees for Director and Other Stockholder Proposals for the 2025 Annual Meeting Stockholder proposals to be considered for inclusion in next year’s Proxy Statement pursuant to Rule 14a-8 under the Exchange Act must be received by November 16, 2024. Any stockholder proposal or director nomination to be presented at the 2025 annual meeting that is not intended to be included in next year’s Proxy Statement will be considered untimely if we receive it before January 25, 2025 or after February 24, 2025. Such proposals and nominations also must be made in accordance with our Bylaws. An untimely proposal may be excluded from consideration at the 2025 annual meeting. A stockholder who wishes to nominate a director at the 2025 annual meeting must notify us in writing no earlier than January 25, 2025 and no later than February 24, 2025. The notice must be given in the manner and must include the information and representations required by our Bylaws and Rule 14a-19 under the Exchange Act. In order to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act (as well as the information required by our Bylaws) no later than February 25, 2025.