DEF 14A of Epr Properties, Apr 17, 2024

DEF 14A of Epr Properties

Filed Apr 17, 2024 · FY20230001193125-24-099109

Open on EDGAR

  1. ADDITIONAL INFORMATION CONCERNING THE BOARD OF TRUSTEES

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

  2. Trustee Compensation for Fiscal 2023

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards (2)(3) | Option Awards(4) | Non-Equity Incentive Plan Compensa- tion | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensa- tion | Total | | Thomas M. Bloch(5) | $12,500 | — | — | — | — | — | $12,500 | | Peter C. Brown | 120,000 | 154,668 | — | — | — | — | 274,668 | | John P. Case III(6) | 109,179 | 209,688 | — | — | — | — | 318,867 | | James B. Connor | 120,000 | 180,047 | — | — | — | — | 300,047 | | Jack A. Newman(5) | 12,500 | — | | | | | 12,500 | | Virginia E. Shanks | 125,000 | 182,560 | — | — | — | — | 307,560 | | Robin P. Sterneck | 120,000 | 167,357 | — | — | — | — | 287,357 | | Lisa G. Trimberger | 120,000 | 180,047 | — | — | — | — | 300,047 | | Caixia Y. Ziegler | 95,000 | 167,357 | — | — | — | — | 262,357 |

  3. Compensation Philosophy

    Performance bonuses awarded under the AI are payable in cash, nonvested restricted common shares, or a combination of cash and nonvested restricted common shares, at the election of the executive. We incent executives to elect to receive AI awards in nonvested restricted common shares by valuing the equity award at an amount equal to 150% of the cash amount the executive otherwise would have received, further aligning their interests with our shareholders. For 2023, our NEOs, other than Craig Evans and Tonya Mater, elected to receive 100% of their bonuses in nonvested restricted common shares, and Mr. Evans and Ms. Mater elected to receive their bonuses in cash. A significant portion of the LTI awards are awarded based on the Company’s total shareholder return relative to comparable REITs over multiple years and growth in adjusted funds from operations per diluted share (“AFFO per Share”). In addition, a portion of the LTI awards are made in the form of nonvested restricted common shares to enhance our ability to recruit and retain executives. Both AI and LTI equity awards vest over time (three years for AI awards and four years for LTI restricted stock awards), which is intended to incent retention and stability among the Company’s executives. Beginning in 2024, the LTI has been adjusted to increase the threshold required for the awards to be paid at target from the 50th percentile to the 55th percentile for the metrics based on the Company’s total shareholder return (“TSR”) compared to the TSR of the Company’s peer group and compared to the TSR of the MSCI US REIT Index. The compensation of our NEOs in 2023 reflects our philosophy of aligning the interests of our executives and our shareholders. For our CEO, the specific components of total direct compensation (excluding perquisites and other personal benefits) for 2023 are illustrated by the chart below on the left. This chart shows that performance-based LTI awards comprised approximately 30% of his total direct compensation and performance-based AI awards comprised approximately 43% of his total direct compensation, all of which was at-risk. The chart below on the right illustrates the specific components of our other NEOs’ average total direct compensation for 2023 (excluding perquisites and other personal benefits). The chart shows that performance-based LTI awards comprised approximately 26% of their total direct compensation and performance-based AI equity awards comprised approximately 40% of their total direct compensation, all of which was at-risk. The components depicted below are more fully described beginning on page 44.

  4. Advisory Vote on Executive Compensation

    | • | The performance share unit awards under the LTI are tied, in part, to the Company’s TSR relative to its peers and an applicable benchmark. As a result, for the 2020-2022 period the NEOs did not receive an LTI award, because the Company underperformed relative to its peers and benchmarks, whereas for the 2021-2023 period, the NEOs received awards at the maximum level because the Company outperformed relative to its peers and benchmarks. |

  5. Advisory Vote on Executive Compensation

    See “Long-Term Incentive Program – Performance Share Units.” The Compensation Committee expects to continue to consider future annual say-on-pay votes and investor feedback when making decisions regarding our executive compensation program, policies and practices.

  6. Key Features of our Executive Compensation Program

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

  7. Executive Compensation Program Summary

    | • | The AI evaluates performance over a short-term based on the achievement of financial, operational, and strategic performance metrics and the executive’s personal performance objectives. The performance metrics and personal objectives are established at the beginning |

  8. Executive Compensation Program Summary

    | of each year. For 2023, due to the bankruptcy of Regal, the Compensation Committee established performance metrics based on investment spending, FFO, as adjusted, per Share, without Regal Contribution, Regal Net Operating Income and achievement of personal objectives, which are key factors driving the Company’s performance. |

  9. Executive Compensation Program Summary

    | • | Performance bonuses awarded under the AI are payable in cash, unvested restricted common shares, or a combination of cash and unvested restricted common shares, at the election of the executive. We incent executives to elect to receive AI awards in unvested restricted common shares by valuing the equity award at an amount equal to 150% of the cash amount the executive otherwise would have received, further aligning their interests with our shareholders. With three exceptions, for the ten years prior to 2024, each of the NEOs elected to receive 100% of their AI payments in unvested restricted common shares, demonstrating strong alignment between our executives’ interests and our shareholders’ interests. |

  10. Executive Compensation Program Summary

    | • | LTI awards are based primarily on measures of long-term shareholder return and earnings growth, which the Compensation Committee believes is the best method to align management’s incentives with the long-term interests of the Company’s shareholders. LTI awards are also made to incent executive retention. |

  11. Executive Compensation Program Summary

    | • | LTI awards are granted 2/3 in the form of PSUs which are earned based on the achievement of performance metrics tied to TSR and AFFO per Share over a three-year period, and 1/3 in the form of restricted shares which vest ratably over four years. |

  12. Executive Compensation Program Summary

    | • | This combination of performance-based grants and time-based equity awards was designed to establish a proper balance of short-term and long-term performance incentives with strong retention incentives. |

  13. Executive Compensation Program Summary

    | • | Time-based vesting of both AI and a portion of the LTI equity awards (three years for AI awards and four years for LTI restricted stock awards) is intended to incent retention and stability among the Company’s executives. |

  14. 2023 Results and Accomplishments

    | 2023 - Performance Measures(1) | Minimum | Target | Maximum | Actual | Performance Against Target | | Growth in FFO, as adjusted, per Share, without Regal Contribution | 2% | 4% | 6% | 9.97% | Above maximum | | Regal Net Operating Income | $60.83 million | $67.58 million | $74.34 million | $97.7 million | Above maximum | | Investment spending | $200 million | $300 million | $400 million | $269.4 million | Between minimum and target |

  15. 2023 Results and Accomplishments

    | (1) A discussion of these performance measures is provided on pages 45 and 46. |

  16. 2023 Results and Accomplishments

    | • | The Company’s 2023 TSR was 38%, more than doubling the TSR of its nearest peer group member. |

  17. Compensation Program Design and 2023 Compensation Decisions

    | • | Bonus opportunities are consistent with the overall compensation program established by our Compensation Committee. |

  18. Compensation Program Design and 2023 Compensation Decisions

    | • | Achieved 38% annual TSR, more than twice the return experienced by our nearest peer group member. |

  19. Compensation Program Design and 2023 Compensation Decisions

    Performance bonuses awarded under the AI are payable in cash, unvested restricted common shares or a combination of cash and unvested restricted common shares, at the election of the executive. Executives electing to receive unvested restricted common shares as payment of their annual incentive receive an award having a value equal to 150% of the cash amount they otherwise would have received. Our Compensation Committee believes that allowing executives to receive all, or a portion of their annual incentive, in the form of unvested restricted common shares provides an additional opportunity to increase their ownership levels in the Company and aligns executives’ long-term interests with our shareholders’ interests in value creation. At the beginning of 2023, each of the NEOs, other than Craig Evans (who retired effective as of March 1, 2024) and Tonya Mater, elected to receive 100% of any performance bonus in the form of unvested restricted common shares that vest at the rate of 331/3% per year during a three-year period. Mr. Evans and Ms. Mater elected to receive their performance bonuses in the form of cash. For purposes of determining the total number of unvested restricted common shares awarded under the AI, unvested restricted common shares were valued on the date the award was granted in the first quarter of 2024, using the volume weighted average of the closing price on ten trading days, consisting of the five trading days ending on, and the five trading days after, December 31, 2023 ($48.21).

  20. Long-Term Incentive Program

    Long-Term Incentive Program Our LTI is designed to align our executives’ and our shareholders’ interests of creating long-term value and to motivate our executives to achieve superior performance by taking into account multiple performance metrics on a forward-looking basis. The restricted common shares and PSUs granted under the LTI are issued under the Company’s 2016 Equity Incentive Plan. The objectives of the LTI are to:

  21. Long-Term Incentive Program

    | • | Reward achievement over a three-year period, |

  22. Long-Term Incentive Program

    | • | Align the interests of our NEOs and shareholders by focusing on metrics that drive shareholder value, and |

  23. Long-Term Incentive Program

    | • | Incent retention through multi-year vesting and award opportunities. |

  24. Long-Term Incentive Program

    Under the LTI, awards are made in the form of:

  25. Long-Term Incentive Program

    | • | Time-vested restricted shares, and |

  26. Long-Term Incentive Program

    | • | PSUs. |

  27. Long-Term Incentive Program

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

  28. Long-Term Incentive Program

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

  29. Long-Term Incentive Program

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

  30. Long-Term Incentive Program

    | | | | | | 2024 Proxy Statement | Page 48 |

  31. Grant of Share Awards in 2023

    Grant of Share Awards in 2023 Our Compensation Committee sets opportunities under our LTI using target equity award values which are based on a percentage of each executive’s base salary. Target equity award values are set the beginning of each year at the same time as the AI bonuses are determined. One-third of the target equity award value is granted in the form of time-vested restricted shares and two-thirds of the target equity award value is granted in the form of PSUs. The number of restricted shares and PSUs granted is determined using the volume-weighted average price of our common shares based on the last 30 trading days prior to the date of the award ($41.24 for 2023 LTI incentive awards). For the three-year period beginning on January 1, 2023, our Compensation Committee established the following target LTI award values and number of restricted shares and PSUs for our NEOs:

  32. Grant of Share Awards in 2023

    | | LTI Award Value (as a % of Salary) | Number of Restricted Shares (1/3 of the Target LTI Award Value) | Target Number of PSUs (2/3 of the Target LTI Award Value) | | Gregory K. Silvers | 400.0% | 28,306 | 56,612 | | Mark A. Peterson | 230.0% | 9,766 | 19,531 | | Gregory E. Zimmerman | 225.0% | 8,710 | 17,421 | | Craig L. Evans | 200.0% | 6,910 | 13,820 | | Tonya L. Mater | 80.0% | 2,105 | 4,209 |

  33. Performance Share Units

    Performance Share Units PSUs represent the right to earn, on a one-for-one basis, actual common shares of the Company at the end of the three-year performance period established by the LTI. At the beginning of each three-year performance period, the Compensation Committee grants each NEO a target number of PSUs. The actual number of common shares issued with respect to a PSU award is based upon the target number of PSUs established at the beginning of the performance period multiplied by a “payout percentage” ranging from 0% to 250% and determined by the level of performance against pre- established performance goals. PSUs earn dividend equivalent rights payable in additional common shares only to the extent actual common shares of the Company are earned at the end of the three-year performance period. At the beginning of 2023, our Compensation Committee identified three performance factors that would determine the PSU opportunities:

  34. Performance Share Units

    | • | Our TSR vs. TSR of Triple Net Peer Group; |

  35. Performance Share Units

    | | | | | | 2024 Proxy Statement | Page 49 |

  36. Performance Share Units

    | • | Our TSR vs. TSR of the MSCI US REIT Index; and |

  37. Performance Share Units

    | • | Our Compound Annual Growth Rate of AFFO per Share for the three-year performance period. |

  38. Performance Share Units

    Our Compensation Committee put a 50% weighting on our TSR vs. the TSR of the triple net peer group and a 25% weighting on each of the other two factors. The financial performance components are measured over a three-year period beginning on January 1, 2023. To the extent performance goals are achieved, actual common shares of the Company will be issued, on a one-for-one basis with each PSU, at the end of the 2023-2025 performance period. The Compensation Committee believes using forward-looking, multi-year performance periods will measure the success of our strategic initiatives designed to enhance shareholder value. The first performance metric measures our annualized TSR (annualized return assuming annual compounding and reinvestment of dividends) relative to a triple-net peer group. The following table shows the payout percentage for the 2023 PSU awards at various levels of relative and absolute shareholder return. The number of actual common shares issued at the end of the performance period will equal the target number of PSUs (set forth above) multiplied by 50% multiplied by the payout percentage set forth below.

  39. Performance Share Units

    | 2023-2025 Relative Total Shareholder Return vs. Triple-Net Peer Group | | | | Performance Level | | Payout Percentage | | Outperformance | At least 75th percentile and at least 10% Absolute Annualized TSR | 250.0% | | Maximum | At least 75th percentile | 200.0% | | Target | At least 50th percentile | 100.0% | | Minimum | At least 30th percentile | 50.0% |

  40. Performance Share Units

    The second performance factor measures our annualized TSR (annualized return assuming annual compounding and reinvestment of dividends) relative to the MSCI US REIT Index. The following table shows the payout percentage for the 2023 PSU awards at various levels of relative and absolute shareholder return. The number of actual common shares issued at the end of the performance period will equal the target number of PSUs (set forth above) multiplied by 25% multiplied by the payout percentage set forth below.

  41. Performance Share Units

    | 2023-2025 Relative Total Shareholder Return vs. MSCI US REIT Index | | | | Performance Level | | Payout Percentage | | Outperformance | At least 75th percentile and at least 10% Absolute Annualized TSR | 250.0% | | Maximum | At least 75th percentile | 200.0% | | Target | At least 50th percentile | 100.0% | | Minimum | At least 30th percentile | 50.0% |

  42. Performance Share Units

    For purposes of the two relative TSR comparisons, the Compensation Committee selected to compare our TSR against a group of triple-net lease REITs with which we most directly compete for business and/or capital (see the table below) and to compare our TSR against the index that management believes is most relevant to measure our performance (the MSCI US REIT Index).

  43. Performance Share Units

    | | | | | | 2024 Proxy Statement | Page 50 |

  44. Performance Share Units

    | 2023-2025 Triple-Net Peer Group | | | Agree Realty Corporation | NNN REIT, Inc. | | Broadstone Net Lease, Inc. | Realty Income Corporation | | Four Corners Property Trust, Inc. | Safehold Inc. | | Gaming & Leisure Properties, Inc. | Spirit Realty Capital, Inc. | | Getty Realty Corp. | VICI Properties Inc. | | LXP Industrial Trust | W.P. Carey Inc. |

  45. Performance Share Units

    The final financial metric measures the average annual growth in our AFFO per Share. The number of actual common shares issued at the end of the performance period will equal the target number of PSUs (set forth above) multiplied by 25% multiplied by the payout percentage set forth below. The Compensation Committee included AFFO per Share growth because it impacts our ability to pay dividends, which is a key driver of our stock price and TSR.

  46. Performance Share Units

    | 2023-2025 AFFO per Share Growth | | | | Performance Level | Compound Annual Growth Rate of AFFO per Share for the Performance Period | Payout Percentage | | Maximum | 6.0% | 200.0% | | Target | 4.0% | 100.0% | | Minimum | 2.0% | 50.0% |

  47. Performance Share Units

    If results for a performance metric exceed the minimum, but are less than target, or exceed target, but are less than maximum, the applicable Payout Percentage will be determined on a sliding scale based upon the percentage such excess represents of the difference between minimum and target, or target and maximum, as the case may be. The applicable Payout Percentage will be 0% if the applicable performance metric is below the minimum. PSUs were first awarded to our NEOs in February 2020, covering a three-year performance period that ended on December 31, 2022. The PSUs awarded in 2020 used the same three performance factors that were used for the 2023 awards. Shortly after the 2020 awards were granted, the COVID-19 pandemic reached North America and severely impacted experiential real estate properties, given that such properties involve congregate social activity and discretionary consumer spending. During the pandemic, our share price significantly declined and we were required to pause our dividend payments, causing our TSR to decline more than most of the members of the Triple Net Peer Group and the MSCI US REIT Index. In addition, our AFFO per Share Growth was negative during the performance period. As a result, the PSUs for the three-year performance period ended on December 31, 2022 did not achieve the minimum performance level of any of the three performance metrics resulting in no payout under this portion of the LTI. The amount of share awards disclosed in our Summary Compensation Table for 2020 includes $1.9 million of grant date fair value for PSUs awarded to our CEO, and $1.8 million of grant date fair value for PSUs awarded to our other NEOs, that expired without any payout. Our Compensation Committee did not make any discretionary bonuses or awards to compensate our NEOs for this lost value. This contrasts with the PSUs that were awarded to our NEOs in February 2021, covering a three-year performance period that ended on December 31, 2023. The PSUs awarded in 2021 used the same three performance factors that were used for the 2020 awards. As social activity and discretionary

  48. Performance Share Units

    | | | | | | 2024 Proxy Statement | Page 51 |

  49. Performance Share Units

    consumer spending normalized after the initial impacts of the COVID-19 pandemic, our share price substantially improved and we resumed our dividend payments, causing our TSR to increase more than most of the members of the Triple Net Peer Group and the MSCI US REIT Index. In addition, our AFFO per Share Growth saw significant improvement during the performance period as our customers were able to reopen and capitalize on strong demand for experience-based services. As a result, the PSUs for the three-year performance period ended on December 31, 2023 achieved the maximum or outperformance level for each of the three performance metrics. We believe our NEOs failure to receive any share awards for the 2020-2022 performance period when the Company underperformed relative to its peers and applicable benchmark and failed to achieve the AFFO per Share growth metric, and their receipt of a maximum number of shares for the 2021-2023 performance period when the Company outperformed relative to its peers and applicable benchmark and achieved significant AFFO per Share growth, demonstrates that our LTI aligns NEO compensation with total shareholder returns. See “Summary Compensation Table” on page 58. Payout on PSUs for 2020-2022 and 2021-2023 Performance Period

  50. Performance Share Units

    | | PSUs Granted for 2020 – 2022 Performance Period | Actual Shares of Common Stock Received for 2020 – 2022 Performance Period | PSUs Granted for 2021 – 2023 Performance Period | Actual Shares of Common Stock Received for 2021 – 2023 Performance Period | | CEO | 28,391 | 0 | 51,623 | 147,586 | | Other NEOs (average) | 7,795 | 0 | 12,704 | 36,319 |

  51. Performance Share Units

    | | | | | | 2024 Proxy Statement | Page 52 |

  52. Performance Share Units

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

  53. Performance Share Units

    | • | Vehicles. We have acquired vehicles that the NEOs are entitled to use. Each of those NEOs is taxed for personal use of the vehicles. |

  54. Performance Share Units

    | • | Term Life Insurance. Under our Company’s insurance benefit plan, our Company pays the premium for term life insurance for the benefit of each NEO payable upon the NEO’s severance upon death. |

  55. Performance Share Units

    | • | Executive Health Program. The Compensation Committee requires that each NEO obtain an annual physical from their personal physician or pursuant to an executive health program and NEOs are reimbursed for travel (within the United States) to obtain the physical and any uninsured expenses for medically necessary tests. |

  56. Performance Share Units

    Chief Executive Compensation. In early 2024, the Compensation Committee conducted a formal evaluation of Mr. Silvers, including reviewing Mr. Silvers’ self-evaluation, and surveying the current members of the Board. Our Compensation Committee took into account our overall performance and Mr. Silvers’ achievements during 2023, as well as the compensation of CEOs at our peer group companies. Mr. Silvers’ compensation also reflects his skillful handling of the Regal bankruptcy while simultaneously successfully managing the reduction of deferred rent and growth of the business in an extremely difficult business environment. In 2023, the Compensation Committee increased his base salary by 3.0% recognizing the impact of inflation during 2022 and guidance from our compensation consultant regarding salary increases within the REIT industry. Based on his individual performance evaluation and the performance of the Company in 2023, the Compensation Committee established a bonus under the AI at 255.3% of his base salary. Mr. Silvers elected to take payment of the AI bonus in the form of unvested restricted common shares valued at 150% of the bonus. Based on the LTI, the Compensation Committee awarded Mr. Silvers’ restricted common shares and PSUs valued at his target level. The PSUs granted in 2023 are subject to performance metrics calculated over a period of three years ending December 31, 2025. Based upon its review of the various factors described above, the Compensation Committee believes Mr. Silvers’ compensation is reasonable and not excessive.

  57. Benchmarking to Peer Group

    Benchmarking to Peer Group As part of its process of evaluating our executive compensation program, our Compensation Committee reviews peer comparison data to ensure that our executive compensation is competitive within the marketplace. FPC compares our executive’s compensation to that of our peers based both on the executive’s role (e.g. CEO, CFO, etc.) and rank in terms of aggregate compensation (e.g. highest compensated, second highest, etc.) The Compensation Committee reviews data based on the executive’s role and rank because it believes these comparisons provide it with the information it needs to ensure that the Company’s compensation program is fair and competitive.

  58. Benchmarking to Peer Group

    | | | | | | 2024 Proxy Statement | Page 54 |

  59. Benchmarking to Peer Group

    Management assisted FPC and the Compensation Committee in the process, providing additional REIT industry insight. The Compensation Committee reviews the peer group used on an annual basis. The following table provides the names and key information for each company in the peer group:

  60. Peer Group

    Peer Group

  61. Peer Group

    | Name | Property Focus | Headquarters | Number of Employees(1) | Implied Market Capitalization As of December 31, 2023 (in millions)(1) | Total Capitalization As of December 31, 2023 (in millions)(1) | | Agree Realty Corporation | Other Retail | Royal Oak, MI | 72 | $6,349.6 | $8,958.5 | | Broadstone Net Lease, Inc. | Diversified | Victor, NY | 74 | 3,384.4 | 5,303.5 | | CareTrust REIT, Inc. | Health Care | San Clemente, CA | 17 | 2,909.2 | 3,506.7 | | Essential Properties Realty Trust | Other Retail | Princeton, NJ | 40 | 4,222.2 | 5,900.6 | | Four Corners Property Trust, Inc. | Other Retail | Mill Valley, CA | 516 | 2,320.8 | 3,438.2 | | Gaming and Leisure Properties, Inc. | Casino | Wyomissing, PA | 18 | 13,747.7 | 20,626.4 | | LXP Industrial Trust | Industrial | New York, NY | 64 | 2,911.0 | 4,832.2 | | NNN REIT, Inc. | Other Retail | Orlando, FL | 82 | 7,864.7 | 12,225.2 | | Omega Healthcare Investors, Inc. | Health Care | Hunt Valley, MD | 57 | 7,741.3 | 12,840.2 | | Sabra Health Care REIT, Inc. | Health Care | Irvine, CA | 48 | 3,300.2 | 5,714.3 | | Spirit Realty Capital, Inc.(2) | Other Retail | Dallas, TX | n/a | n/a | n/a | | STAG Industrial, Inc. | Industrial | Boston, MA | 95 | 7,283.5 | 9,941.2 | | STORE Capital Corporation(3) | Diversified | Scottsdale, AZ | n/a | n/a | n/a | | W.P. Carey Inc. | Diversified | New York, NY | 197 | 14,172.1 | 22,461.6 | | Median | | | 68 | $5,285.9 | $7,429.6 | | Average | | | 106 | 6,350.6 | 9,645.7 | | EPR Properties | Specialty | Kansas City, MO | 55 | 3,649.9 | 7,063.9 | | Relative Percentile Rank | | | 38%-ile | 46%-ile | 54%-ile |

  62. Peer Group

    | (1) Source: S&P Global Market Intelligence. |

  63. Peer Group

    | (2) On January 23, 2024, Spirit Realty Capital, Inc. completed a merger with Realty Income Corporation, with Realty Income Corporation remaining as the reporting company. |

  64. Peer Group

    | (3) On February 3, 2023, STORE Capital Corporation was acquired by GIC and Oak Street. |

  65. Peer Group

    FPC’s benchmarking review was based on information disclosed in the peer companies’ 2022 proxy statements, which reported data with respect to fiscal 2021 (the latest year for which comprehensive data was publicly available at the time of the benchmarking analysis), as well as other publicly available information. FPC also reviewed the 2022 Nareit Compensation Survey (which FPC conducts) and additional proprietary real estate compensation surveys conducted throughout the year by FPC for additional context. FPC’s review compared our executive pay practices to compensation practices for executives in comparable positions at peer companies and advised the Compensation Committee on several aspects of compensation including base salaries, target incentive pay, and pay mix. All of these aspects of FPC’s analyses informed the Committee’s decisions regarding executive pay going into 2023.

  66. Peer Group

    | | | | | | 2024 Proxy Statement | Page 55 |

  67. Assessment of Compensation-Related Risks

    | • | The 2023 executive compensation program uses a balanced mix of performance metrics, including FFO, as adjusted, per Share, without Regal Contribution, Regal Net Operating |

  68. Assessment of Compensation-Related Risks

    | Income, AFFO per Share, investment spending, relative TSR, and personal performance metrics for each executive, to avoid excessive weight on any single performance metric. |

  69. Assessment of Compensation-Related Risks

    | • | The compensation programs provide a balanced mix of cash and equity and both annual and long-term incentives. |

  70. Assessment of Compensation-Related Risks

    | • | All shares awarded under the AI and time-based equity awards under the LTI are payable in the form of unvested restricted shares that continue to be at-risk for three years (for AI awards) and four years (for LTI awards) after they are earned. Specifically, the Company incents individuals to elect to receive AI awards in unvested restricted common shares by valuing the equity award at an amount equal to 150% of the cash amount the individuals otherwise would have received. |

  71. Assessment of Compensation-Related Risks

    | • | Maximum payout levels for awards under the AI and LTI are capped. |

  72. Assessment of Compensation-Related Risks

    | • | FPC, the Compensation Committee’s independent compensation consultant, assists with the review of the executive compensation policies and practices. |

  73. Summary Compensation Table

    Summary Compensation Table The following table contains information on the compensation earned by our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers in 2023, which we collectively refer to in this Proxy Statement as our “NEOs.” For additional information regarding this compensation, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  74. Summary Compensation Table

    | Name & Principal Position | Year | Salary | Bonus(1) | Share Awards (2)(3) | Option Awards | Non- Equity Incentive Plan Compen- sation | Change in Pension Value & Nonqualified Deferred Compen- sation Earnings | All Other Compen- sation(4) | Total | | Gregory K. Silvers | 2023 | $875,500 | $2,234,823 | $5,451,878 | $— | $— | $— | $110,058 | $8,672,259 | | Chairman, President and | 2022 | 850,000 | 1,791,534 | 6,051,051 | — | — | — | 82,406 | 8,774,991 | | Chief Executive | 2021 | 808,000 | 1,641,847 | 5,777,134 | — | — | — | 55,101 | 8,282,082 | | Officer | | | | | | | | | | | Mark A. Peterson | 2023 | 525,300 | 888,676 | 1,916,975 | — | — | — | 76,268 | 3,407,219 | | Executive Vice | 2022 | 510,000 | 796,238 | 2,212,081 | — | — | — | 55,264 | 3,573,583 | | President, Chief | 2021 | 478,000 | 786,593 | 2,143,807 | — | — | — | 46,447 | 3,454,847 | | Financial Officer | | | | | | | | | | | and Treasurer | | | | | | | | | | | Greg E. Zimmerman | 2023 | 478,950 | 855,806 | 1,729,086 | — | — | — | 67,637 | 3,131,479 | | Executive Vice | 2022 | 465,000 | 580,785 | 1,738,279 | — | — | — | 58,098 | 2,842,162 | | President, and | 2021 | 448,000 | 582,612 | 1,938,525 | — | — | — | 44,137 | 3,013,274 | | Chief Investment Officer | | | | | | | | | | | Craig L. Evans(5) | 2023 | 427,450 | 578,511 | 1,164,059 | — | — | — | 63,481 | 2,233,501 | | Former Executive Vice | 2022 | 415,000 | 518,335 | 1,533,737 | — | — | — | 53,658 | 2,520,730 | | President, | 2021 | 389,000 | 505,884 | 1,360,641 | — | — | — | 54,526 | 2,310,051 | | Secretary and | | | | | | | | | | | General Counsel | | | | | | | | | | | Tonya L. Mater | 2023 | 325,480 | 302,847 | 354,552 | — | — | — | 49,059 | 1,031,938 | | Senior Vice President | 2022 | 316,000 | 271,345 | 546,394 | — | — | — | 38,877 | 1,172,616 | | and Chief Accounting | 2021 | 273,000 | 244,083 | 473,910 | — | — | — | 35,009 | 1,026,002 | | Officer | | | | | | | | | |

  75. Summary Compensation Table

    | (1) Amounts reflect performance bonuses earned by each executive under the AI. Performance bonuses under the annual incentive program are payable in cash, nonvested restricted common shares or a combination of cash and nonvested restricted common shares, at the election of executive. Executives that elect to receive their performance bonuses in the form of nonvested restricted common shares receive an award of nonvested restricted common shares having a value equal to 150% of the cash amount they otherwise would have received. In each of 2023, 2022 and 2021, the executives elected to receive their performance bonuses payable in that year in the form of nonvested restricted common shares other than Mr. Zimmerman who elected $85,000 of 2022 performance bonuses in cash and Mr. Evans and Ms. Mater who elected $578,511 and $302,847, respectively, of 2023 performance bonuses in cash. See note 2 below for a discussion of the method used in determining the aggregate grant date fair value of the nonvested restricted common shares. |

  76. Summary Compensation Table

    | (2) Amounts reflect the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718. For policies used in determining these values, refer to Note 14 of the Company’s consolidated financial statements in the Company’s Annual Report on Form |

  77. Summary Compensation Table

    | | | | | | 2024 Proxy Statement | Page 58 |

  78. Summary Compensation Table

    | 10-K for the year ended December 31, 2023, as filed with the SEC. These amounts reflect an accounting expense and do not necessarily correspond to the actual value that may be realized by the NEOs. |

  79. Summary Compensation Table

    | (3) Amounts include: (i) the aggregate grant date fair value of nonvested restricted performance shares issued pursuant to the LTI; (ii) the aggregate grant date fair value of nonvested restricted common shares issued pursuant to the LTI; and (iii) the incremental aggregate grant date fair value of nonvested restricted common shares issued pursuant to the AI that the executive, by accepting nonvested restricted common shares instead of cash, received in excess of the cash amount that the executive would have otherwise received. In 2023, the incremental aggregate grant date fair value of nonvested restricted common shares issued pursuant to the AI to Messrs. Silvers, Peterson and Zimmerman was $683,519, $271,795, $261,729, respectively. In 2023, Mr. Evans and Ms. Mater elected to take their performance bonuses in cash. |

  80. Summary Compensation Table

    | (4) The following table sets forth all other compensation for 2023, including amounts relating to personal use of company vehicles, the Company’s matching contributions under the Company’s 401(k) plan, amounts payable by the Company with respect to term life insurance premiums (and related tax gross-up payments), dividends paid on nonvested restricted shares that were not factored into the grant date fair value of such awards and payments for executive medical examinations. |

  81. Summary Compensation Table

    | Name | Personal Use of Company Vehicles | 401(k) Matching Contributions | Term Life Insurance Premiums and Related Tax Gross-Up | Dividends | Executive Medical Examinations | Total of All Other Compensation | | Gregory K. Silvers | $14,763 | $30,000 | $17,558 | $27,565 | $20,172 | $110,058 | | Mark A. Peterson | 12,075 | 30,000 | 8,753 | 11,477 | 13,963 | 76,268 | | Greg E. Zimmerman | 8,940 | 30,000 | 11,886 | 7,869 | 8,942 | 67,637 | | Craig L. Evans | 8,604 | 30,000 | 10,022 | 7,623 | 7,232 | 63,481 | | Tonya L. Mater | 15,050 | 22,500 | 1,879 | 3,575 | 6,055 | 49,059 |

  82. Summary Compensation Table

    | (5) Mr. Evans retired effective March 1, 2024. See below under “Evans Retirement” for a description of compensation to Mr. Evans in connection with his retirement. |

  83. Summary Compensation Table

    | | | | | | 2024 Proxy Statement | Page 59 |

  84. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides information about grants of plan-based awards under equity incentive plans to the NEOs in 2023. These grants were made under the 2016 Equity Incentive Plan pursuant to the AI and the LTI. Grants were in the form of nonvested restricted common share awards and nonvested performance shares. For additional information regarding these awards, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  85. Grants of Plan-Based Awards in Fiscal 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant date Fair Value of Stock and Option Awards(3) | | | | Thres- hold | Target | Maxi- mum | Thres- hold(#) | Target(#) | Maxi- mum(#) | | | | | | Gregory K. Silvers | | | | | | | | | | | | | 2023 LTI | 2/20/2023 | — | — | — | 28,306 | 56,612 | 134,454 | — | — | $— | $3,570,732 | | 2023 LTI | 2/20/2023 | — | — | — | — | — | — | 28,306 | — | — | 1,197,627 | | 2023 AI | 2/20/2023 | — | — | — | — | — | — | 71,930 | — | — | 3,043,358 | | Mark A. Peterson | | | | | | | | | | | | | 2023 LTI | 2/20/2023 | — | — | — | 9,766 | 19,531 | 46,386 | — | — | — | 1,231,981 | | 2023 LTI | 2/20/2023 | — | — | — | — | — | — | 9,766 | — | — | 413,199 | | 2023 AI | 2/20/2023 | — | — | — | — | — | — | 31,969 | — | — | 1,352,608 | | Greg E. Zimmerman | | | | | | | | | | | | | 2023 LTI | 2/20/2023 | — | — | — | 8,711 | 17,421 | 41,375 | — | — | — | 1,098,836 | | 2023 LTI | 2/20/2023 | — | — | — | — | — | — | 8,710 | — | — | 368,520 | | 2023 AI | 2/20/2023 | — | — | — | — | — | — | 19,906 | — | — | 842,223 | | Craig L. Evans(4) | | | | | | | | | | | | | 2023 LTI | 2/20/2023 | — | — | — | 6,910 | 13,820 | 32,823 | — | — | — | 871,697 | | 2023 LTI | 2/20/2023 | — | — | — | — | — | — | 6,910 | — | — | 292,362 | | 2023 AI | 2/20/2023 | — | — | — | — | — | — | 20,811 | — | — | 880,513 | | Tonya L. Mater | | | | | | | | | | | | | 2023 LTI | 2/20/2023 | — | — | — | 2,105 | 4,209 | 9,996 | — | — | — | 265,490 | | 2023 LTI | 2/20/2023 | — | — | — | — | — | — | 2,105 | — | — | 89,063 | | 2023 LTI | 2/20/2023 | — | — | — | — | — | — | 10,894 | — | — | 460,925 |

  86. Grants of Plan-Based Awards in Fiscal 2023

    | (1) The column includes nonvested restricted performance shares issued pursuant to the LTI for the 2023 performance period. The nonvested performance shares issued pursuant to the LTI vest on the third anniversary of the grant date, subject to the attainment of certain performance conditions. Actual shares delivered are subject to performance conditions and dividends and therefore may vary from the threshold, target and maximum amounts reported here. See the Compensation Discussion and Analysis section of this Proxy Statement for additional information regarding these awards and the LTI. |

  87. Grants of Plan-Based Awards in Fiscal 2023

    | (2) The column includes: (1) nonvested restricted common shares issued pursuant to the LTI relating to the 2023 performance period; and (2) nonvested restricted common shares issued pursuant to the AI (with respect to elections to receive the award in restricted common shares) relating to the 2022 performance period (but issued in 2023). The nonvested restricted common shares issued pursuant to the AI vest at the rate of 33 1/3% per year for three years and the nonvested restricted common shares issued pursuant to the LTI vest at the rate of 25% per year for four years. See the Compensation Discussion and Analysis section of this Proxy Statement for additional information regarding these awards and the AI and LTI. |

  88. Grants of Plan-Based Awards in Fiscal 2023

    | | | | | | 2024 Proxy Statement | Page 60 |

  89. Grants of Plan-Based Awards in Fiscal 2023

    | (3) Amounts reflect the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718. For policies used in determining these values, refer to Note 14 of the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. |

  90. Grants of Plan-Based Awards in Fiscal 2023

    | (4) Mr. Evans retired effective March 1, 2024. See below under “Evans Retirement” for a description of compensation to Mr. Evans in connection with his retirement. |

  91. Grants of Plan-Based Awards in Fiscal 2023

    | | | | | | 2024 Proxy Statement | Page 61 |

  92. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information regarding outstanding awards to the NEOs that have been granted but not vested or exercised as of December 31, 2023.

  93. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested(#) | Market Value of Shares or Units of Stock that Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) | | Gregory K. Silvers(3) | 21,588 | — | — | $61.79 | 2/20/2025 | — | $— | — | $— | | | — | — | — | — | — | 186,714 | 9,046,293 | 158,261 | 7,667,745 | | Mark A. Peterson(4) | 12,894 | — | — | 51.64 | 1/1/2024 | — | — | — | — | | | 8,401 | — | — | 61.79 | 2/20/2025 | — | — | — | — | | | — | — | — | — | — | 78,623 | 3,809,284 | 55,113 | 2,670,225 | | Greg E. Zimmerman(5) | — | — | — | — | — | 58,217 | 2,820,614 | 49,988 | 2,421,919 | | Craig L. Evans(6) | — | — | — | — | — | 51,745 | 2,507,045 | 37,630 | 1,823,174 | | Tonya L. Mater(7) | 1,201 | — | — | 61.79 | 2/20/2025 | — | — | — | — | | | — | — | — | — | — | 23,135 | 1,120,891 | 11,649 | 564,394 |

  94. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The market value of the restricted common share awards and restricted performance share awards is based on the closing market price of the Company’s common shares as of December 29, 2023 (the last trading day in the 2023 fiscal year), which was $48.45 per share. |

  95. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) The number of restricted performance share awards included in this column is based on achieving target performance. |

  96. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) The restricted common share awards for Mr. Silvers granted under the AI vest according to the following schedule: 56,441 awards vested on January 1, 2024; 41,090 awards will vest on January 1, 2025; and 23,976 awards will vest on January 1, 2026. The restricted common share awards for Mr. Silvers granted under the LTI vest according to the following schedule: 25,020 awards vested on January 1, 2024; 19,782 awards will vest on January 1, 2025; 13,329 awards will vest on January 1, 2026; and 7,076 awards will vest on January 1, 2027. The restricted and unearned performance share awards for Mr. Silvers granted under the performance shares plan vest according to the following schedule: 51,623 awards vested on January 1, 2024 and were settled with a payout percentage of 250%, 250% and 200% for TSR relative to Triple Net Peer Group, TSR relative to MSCI US REIT Index and compound annual growth rate of AFFO per share for the three year performance period, respectively; 50,026 awards will vest on January 1, 2025 subject to the achievement of performance goals; and 56,612 awards will vest on January 1, 2026 subject to the achievement of performance goals. |

  97. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) The restricted common share awards for Mr. Peterson granted under the AI vest according to the following schedule: 26,121 awards vested on January 1, 2024; 18,854 awards will vest on January 1, 2025; and 10,656 awards will vest on January 1, 2026. The restricted common share awards for Mr. Peterson granted under the LTI vest according to the following schedule: 9,064 awards vested on January 1, 2024; 6,889 awards will vest on January 1, 2025; 4,598 awards will vest on January 1, 2026; and 2,441 awards will vest on January 1, 2027. The restricted and unearned performance share awards for Mr. Peterson granted under the performance shares plan vest according to the following schedule: 18,323 awards vested on |

  98. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | | | 2024 Proxy Statement | Page 62 |

  99. Outstanding Equity Awards at 2023 Fiscal Year-End

    | January 1, 2024 and were settled with a payout percentage of 250%, 250% and 200% for TSR relative to Triple Net Peer Group, TSR relative to MSCI US REIT Index and compound annual growth rate of AFFO per share for the three year performance period, respectively; 17,259 awards will vest on January 1, 2025 subject to the achievement of performance goals; and 19,531 awards will vest on January 1, 2026 subject to the achievement of performance goals. |

  100. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) The restricted common share awards for Mr. Zimmerman granted under the AI vest according to the following schedule: 18,156 awards vested on January 1, 2024; 12,707 awards vest on January 1, 2025; and 6,635 awards will vest on January 1, 2026. The restricted common share awards for Mr. Zimmerman granted under the LTI vest according to the following schedule: 8,193 awards vested on January 1, 2024; 6,248 awards will vest on January 1, 2025; 4,101 awards will vest on January 1, 2026; and 2,177 awards will vest on January 1, 2027. The restricted and unearned performance share awards for Mr. Zimmerman granted under the performance shares plan vest according to the following schedule: 17,173 awards vested on January 1, 2024 and were settled with a payout percentage of 250%, 250% and 200% for TSR relative to Triple Net Peer Group, TSR relative to MSCI US REIT Index and compound annual growth rate of AFFO per share for the three year performance period, respectively; 15,394 awards will vest on January 1, 2025 subject to the achievement of performance goals; and 17,421 awards will vest on January 1, 2026 subject to the achievement of performance goals. |

  101. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) The restricted common share awards for Mr. Evans granted under the AI vest according to the following schedule: 16,940 awards vested on January 1, 2024; 19,147 awards vested on March 1, 2024 upon Mr. Evans retirement. The restricted common share awards for Mr. Evans granted under the LTI vest according to the following schedule: 5,975 awards vested on January 1, 2024; 9,683 awards vested on March 1, 2024 upon Mr. Evans retirement. The restricted and unearned performance share awards for Mr. Evans granted under the performance shares plan vest according to the following schedule: 11,598 awards vested on January 1, 2024 and were settled with a payout percentage of 250%, 250% and 200% for TSR relative to Triple Net Peer Group, TSR relative to MSCI US REIT Index and compound annual growth rate of AFFO per share for the three year performance period, respectively; 12,212 awards will vest on January 1, 2025 subject to the achievement of performance goals; and 13,820 awards will vest on January 1, 2026 subject to the achievement of performance goals. Mr. Evans retired effective March 1, 2024. |

  102. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) The restricted common share awards for Ms. Mater granted under the AI vest according to the following schedule: 8,458 awards vested on January 1, 2024; 6,175 awards will vest on January 1, 2025; and 3,631 awards will vest on January 1, 2026. The restricted common share awards for Ms. Mater granted under the LTI vest according to the following schedule: 1,898 awards vested on January 1, 2024; 1,456 awards will vest on January 1, 2025; 991 awards will vest on January 1, 2026; and 526 awards will vest on January 1, 2027. The restricted and unearned performance share awards for Ms. Mater granted under the performance shares plan vest according to the following schedule: 3,721 awards vested on January 1, 2024 and were settled with a payout percentage of 250%, 250% and 200% for TSR relative to Triple Net Peer Group, TSR relative to MSCI US REIT Index and compound annual growth rate of AFFO per share for the three year performance period, respectively; 3,719 awards will vest on January 1, 2025 subject to the achievement of performance goals; and 4,209 awards will vest on January 1, 2026 subject to the achievement of performance goals. |

  103. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | | | 2024 Proxy Statement | Page 63 |

  104. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table provides information regarding option exercises by our NEOs and restricted common shares held by our NEOs which vested during 2023.

  105. Option Exercises and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(1) | | Gregory K. Silvers | — | $— | 70,862 | $2,672,915 | | Mark A. Peterson | — | — | 31,687 | 1,195,234 | | Greg E. Zimmerman | — | — | 25,254 | 952,581 | | Craig L. Evans | — | — | 19,718 | 743,763 | | Tonya L. Mater | — | — | 9,024 | 340,385 |

  106. Option Exercises and Stock Vested in Fiscal 2023

    | (1) The “value realized” on exercise of an option award is the difference between the per share closing market price of the Company’s common shares on the date of exercise and the exercise price of the option. The “value realized” on vesting of a restricted common share award is the closing market price of the Company’s common shares as of the vesting date of the award. |

  107. Option Exercises and Stock Vested in Fiscal 2023

    | (2) In 2023, Messrs. Silvers, Peterson, Zimmerman and Evans and Ms. Mater surrendered 32,316, 14,570, 11,656, 9,148, and 4,755 shares, respectively, to pay for tax withholdings. |

  108. Option Exercises and Stock Vested in Fiscal 2023

    | | | | | | 2024 Proxy Statement | Page 64 |

  109. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table provides information regarding potential payments upon termination of our NEOs or a change of control as of December 31, 2023. These payments are provided for pursuant to the Company’s Severance Plan, equity plans and award agreements as described below.

  110. Potential Payments Upon Termination or Change of Control

    | | | | | | | Six Months Before or One Year After Change in Control | | | Name | Benefit | Voluntary Termination | Death | Disability | Termination w/o Cause or for Good Reason | No Termination | Termination w/o Cause or for Good Reason | | Gregory K. Silvers | Cash Severance(1) | $— | $— | $— | $5,706,413 | $— | $7,895,163 | | | Term Life Insurance Proceeds(2) | — | 2,500,000 | — | — | — | — | | | Accelerated Vesting of Options(3) | — | — | — | — | — | — | | | Accelerated Vesting of Restricted Shares(3) | — | 9,046,293 | 9,046,293 | 9,046,293 | 9,046,293 | 9,046,293 | | | Accelerated Vesting of Restricted Performance Shares(3) | — | 8,719,815 | 8,719,815 | 8,719,815 | 8,719,815 | 8,719,815 | | Mark A. Peterson | Cash Severance(1) | — | — | — | $2,646,878 | — | $3,172,178 | | | Term Life Insurance Proceeds(2) | — | 2,000,000 | — | — | — | — | | | Accelerated Vesting of Options(3) | — | — | — | — | — | — | | | Accelerated Vesting of Restricted Shares(3) | — | 3,809,284 | 3,809,284 | 3,809,284 | 3,809,284 | 3,809,284 | | | Accelerated Vesting of Restricted Performance Shares(3) | — | 3,037,906 | 3,037,906 | 3,037,906 | 3,037,906 | 3,037,906 | | Greg E. Zimmerman | Cash Severance(1) | — | — | — | $2,482,256 | — | $2,973,179 | | | Term Life Insurance Proceeds(2) | — | 2,000,000 | — | — | — | — | | | Accelerated Vesting of Options(3) | — | — | — | — | — | — | | | Accelerated Vesting of Restricted Shares(3) | — | 2,820,614 | 2,820,614 | 2,820,614 | 2,820,614 | 2,820,614 | | | Accelerated Vesting of Restricted Performance Shares(3) | — | 2,757,501 | 2,757,501 | 2,757,501 | 2,757,501 | 2,757,501 | | Craig L. Evans(4) | Cash Severance(1) | — | — | — | $1,896,443 | — | $2,281,148 | | | Term Life Insurance Proceeds(2) | — | 2,000,000 | — | — | — | — | | | Accelerated Vesting of Options(3) | — | — | — | — | — | — | | | Accelerated Vesting of Restricted Shares(3) | — | 2,507,045 | 2,507,045 | 2,507,045 | 2,507,045 | 2,507,045 | | | Accelerated Vesting of Restricted Performance Shares(3) | — | 2,070,769 | 2,070,769 | 2,070,769 | 2,070,769 | 2,070,769 |

  111. Potential Payments Upon Termination or Change of Control

    | | | | | | 2024 Proxy Statement | Page 65 |

  112. Potential Payments Upon Termination or Change of Control

    | | | | | | | Six Months Before or One Year After Change in Control | | | Name | Benefit | Voluntary Termination | Death | Disability | Termination w/o Cause or for Good Reason | No Termination | Termination w/o Cause or for Good Reason | | Tonya L. Mater | Cash Severance(1) | — | — | — | $1,208,380 | — | $1,208,380 | | | Term Life Insurance Proceeds(2) | — | 2,000,000 | — | — | — | — | | | Accelerated Vesting of Options(3) | — | — | — | — | — | — | | | Accelerated Vesting of Restricted Shares(3) | — | 1,120,891 | 1,120,891 | 1,120,891 | 1,120,891 | 1,120,891 | | | Accelerated Vesting of Restricted Performance Shares(3) | — | 641,535 | 641,535 | 641,535 | 641,535 | 641,535 |

  113. Potential Payments Upon Termination or Change of Control

    | (1) Represents cash severance payments under the Company’s Severance Plan as described below under “Severance Plan and Award Agreements.” Amounts representing the Company’s direct payment to insurers of the Company-paid portion of the annual premium cost to cover the NEO and their eligible dependents, if any, under the Company’s health, vision and dental plans are calculated based on the applicable premium as in effect at December 31, 2023. |

  114. Potential Payments Upon Termination or Change of Control

    | (2) Represents payment of the proceeds from the NEO’s term life insurance policy payable by the insurer. |

  115. Potential Payments Upon Termination or Change of Control

    | (3) Based on the closing market price of the Company’s common shares as of December 29, 2023 (the last trading day in the 2023 fiscal year), which was $48.45 per share. Amounts shown for accelerated vesting of restricted performance shares assume achievement of an “at target” level of performance. |

  116. Potential Payments Upon Termination or Change of Control

    | (4) Mr. Evans retired effective March 1, 2024. See below under “Evans Retirement” for a description of compensation to Mr. Evans in connection with his retirement. |

  117. CEO Pay Ratio

    CEO Pay Ratio Set forth below for 2023 is a comparison of (i) the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries (except the Chief Executive Officer of the Company) and (ii) the annual total compensation of the Chief Executive Officer. The information is provided pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K. The median of the annual total compensation and the pay ratio described below are reasonable estimates calculated by the Company in a manner consistent with Item 402(u). We estimate that the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries (except our Chief Executive Officer) was approximately $293,385 for 2023. The annual total compensation of Mr. Silvers, our Chief Executive Officer, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $8,672,259 for 2023. Based on this information, we estimate that the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 30 to 1 for 2023. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Chief Executive Officer, we used the following methodology and made the following material assumptions, adjustments, and estimates:

  118. CEO Pay Ratio

    | • | We determined that, as of December 31, 2023, our employee population consisted of approximately 55 individuals, all of whom are located in the United States. This population consisted of our full-time and part-time employees. |

  119. CEO Pay Ratio

    | • | To identify the “median employee” from our employee population, we compared the amount of gross earnings before pre-tax deductions of our employees (other than our Chief Executive Officer) who were employed by us on December 31, 2023, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. We used gross earnings before pre-tax deductions as a compensation measure because we believe that it reasonably reflects the total annual compensation of our employees and can be consistently applied to all of our employees included in the calculation. For purposes of identifying the median employee, we annualized the base salaries of full-time employees who were employed by us on December 31, 2023, but did not work for us for the entire fiscal year. The resulting total gross earnings before pre-tax deductions for all employees (other than our Chief Executive Officer) were sorted from high to low, and the median employee was identified. |

  120. CEO Pay Ratio

    | • | Once we identified our median employee, we included the elements of such employee’s compensation for 2023 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement, which was calculated in accordance with the same requirements of Item 402(c)(2)(x) of Regulation S-K. |

  121. CEO Pay Ratio

    | | | | | | 2024 Proxy Statement | Page 70 |

  122. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K of the Exchange Act, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.” The disclosure in the Pay Versus Performance Table illustrates the impact of the C0V1D-19 pandemic, and the recovery of experiential real estate from the severe impact of the pandemic, on our performance-based variable compensation. For 2020, we disclosed in the Summary Compensation Table that our CEO received total compensation of $5,771,358. This amount included restricted shares taken in lieu of cash bonus under our AI and awards of restricted shares and performance share units under our LT1. Shortly after those awards were granted, the COVID-19 pandemic reached North America and severely impacted experiential real estate properties that involve congregate social activity and discretionary consumer spending. During the pandemic, our share price significantly declined and we were required to pause our dividend payments, causing our TSR to decline more than most of the members of the Triple Net Peer Group and the MSCI US REIT Index. This resulted in significant decline in value of the restricted shares and performance shares granted to our CEO and other executives. For 2020, the amount disclosed in the Pay Versus Performance Table as Compensation Actually Paid to our CEO was $524,859. The Pay Versus Performance Table and the accompanying charts demonstrate the strong connection between executive compensation and our performance as measured by financial results or relative shareholder return. The impact of the COVID-19 pandemic challenged most of our customers, particularly in the theatre industry. Most customers have seen significant improvement since the pandemic and are meeting their obligations to us. As a result, our financial performance improved in 2021 through 2023 and our TSR increased more than most of the members of the Triple Net Peer Group and the MSCI US REIT Index. We believe that our compensation program is effectively designed to align executive compensation to our overall performance. PSUs were first awarded to executive officers in February 2020, covering a three-year performance period that ended on December 31,2022. Under our Long-Term Incentive Plan, each year additional PSUs are awarded covering three-year performance periods. The PSUs awarded in 2020, 2021, 2022 and 2023 use three performance factors: (1) Annualized TSR Percentile Rank for the Performance Period Versus Triple Net Peer Group, (2) Annualized TSR Percentile Rank for the Performance Period Versus MSCI US REIT Index, and (3) Compound Annual Growth Rate in AFFO per Share. As a result of the pandemic, the first award of PSUs by the Company for the three-year performance period ended on December 31,2022 did not achieve the minimum performance level of any of the performance metrics resulting in no payout under this portion of the LTI. We believe this result is consistent with our intention that the PSUs align executive compensation with total shareholder returns. The amount of share awards disclosed in our Summary Compensation Table for 2020 includes $1.9 million of grant date fair value for PSUs awarded to our CEO, and $1.8 million of grant date fair value for PSUs awarded to our other NEOs, which expired without any payout. See “Summary Compensation Table” on page 58. During the three-year performance period ended on December 31,2023 applicable to the second award of PSUs by the Company made in 2021, our customers had generally experienced a recovery from the pandemic and our financial results and TSR performance improved. Each of our three performance metrics during this period exceeded the maximum performance level. Our Annualized TSR Percentile Rank for the Performance Period Versus Triple Net Peer Group and Annualized TSR Percentile Rank for the Performance Period Versus MSCI US REIT Index were at the 100th percentile and 96th percentile, respectively. Our Compound Annual Growth Rate in AFFO per Share during such period was 40.6%. We believe this result is consistent with our intention that the PSUs align executive compensation with total shareholder returns. See “Summary Compensation Table” on page 58.

  123. Pay Versus Performance

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  124. Pay Versus Performance Table

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

  125. Pay Versus Performance Table

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

  126. Pay Versus Performance Table

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Silvers for each corresponding year in the “Total” column of the Summary Compensation Table. |

  127. Pay Versus Performance Table

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

  128. Pay Versus Performance Table

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

  129. Pay Versus Performance Table

    | (a) Amounts reflect the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718. For policies used in determining these values, refer to Note 14 of the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. These amounts reflect an accounting expense and do not necessarily correspond to the actual value that may be realized by the CEO. |

  130. Pay Versus Performance Table

    | (b) Amounts include: (i) the aggregate grant date fair value of nonvested restricted performance shares issued pursuant to the LTI; (ii) the aggregate grant date fair value |

  131. Pay Versus Performance Table

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  132. Pay Versus Performance Table

    | of nonvested restricted common shares issued pursuant to the LTI; and (iii) the incremental aggregate grant date fair value of nonvested restricted common shares issued pursuant to the AI that the CEO, by accepting nonvested restricted common shares instead of cash, received in excess of the cash amount that the executive would have otherwise received. |

  133. Pay Versus Performance Table

    | (c) Amounts reflect performance bonuses earned by the CEO under the AI. Performance bonuses under the AI are payable in cash, nonvested restricted common shares or a combination of cash and nonvested restricted common shares, at the election of executive. Executives that elect to receive their performance bonuses in the form of nonvested restricted common shares receive an award of nonvested restricted common shares having a value equal to 150% of the cash amount they otherwise would have received. |

  134. Pay Versus Performance Table

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported in the “Total” column of the Summary Compensation Table during each year with respect to the Company’s named executive officers as a group, excluding Mr. Silvers (the “Non-CEO NEOs”). The names of each of the Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, 2022 and 2021, Messrs. Peterson, Zimmerman and Evans and Ms. Mater; and (ii) for 2020, Messrs. Peterson, Zimmerman, Evans and Hirons. |

  135. Pay Versus Performance Table

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-CEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-CEO NEOs during the applicable year. Refer to the table below entitled “Calculation of Compensation Actually Paid” for the adjustments made to average total compensation of the Non-CEO NEOs to determine the average compensation actually paid for each year, as computed in accordance with the requirements of Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-CEO NEOs for each year to determine the average compensation actually paid, using the same methodology described above in Note (2): |

  136. Pay Versus Performance Table

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

  137. Pay Versus Performance Table

    | (a) Amounts reflect the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718. For policies used in determining these values, refer to Note 14 of the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. These amounts reflect an accounting expense and do not necessarily correspond to the actual value that may be realized by the Non-CEO NEOs. |

  138. Pay Versus Performance Table

    | | | | | | 2024 Proxy Statement | Page 73 |

  139. Pay Versus Performance Table

    | (b) Amounts include: (i) the aggregate grant date fair value of nonvested restricted performance shares issued pursuant to the LTI; (ii) the aggregate grant date fair value of nonvested restricted common shares issued pursuant to the LTI; and (iii) the incremental aggregate grant date fair value of nonvested restricted common shares issued pursuant to the AI that the executive, by accepting nonvested restricted common shares instead of cash, received in excess of the cash amount that the executive would have otherwise received. |

  140. Pay Versus Performance Table

    | (c) Amounts reflect performance bonuses earned by the Non-CEO NEOs under the AI. Performance bonuses under the AI are payable in cash, nonvested restricted common shares or a combination of cash and nonvested restricted common shares, at the election of executive. Executives that elect to receive their performance bonuses in the form of nonvested restricted common shares receive an award of nonvested restricted common shares having a value equal to 150% of the cash amount they otherwise would have received. |

  141. Pay Versus Performance Table

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  142. Pay Versus Performance Table

    | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the MSCI U.S. REIT Index. |

  143. Pay Versus Performance Table

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  144. Pay Versus Performance Table

    | (8) FFOAA per Share is defined as in “Non-GAAP Financial Measures” on pages 52 through 57 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that FFOAA per Share is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance. |

  145. Analysis of Pay Versus Performance Table

    Analysis of Pay Versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay for performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table above. Further, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing a graphical description below of the following “Pay vs. Performance” relationships over each of the years shown in the Pay versus Performance Table:

  146. Analysis of Pay Versus Performance Table

    | • | CEO and average Non-CEO NEO compensation “actually paid” versus the Company’s cumulative Total Shareholder Return (TSR) |

  147. Analysis of Pay Versus Performance Table

    | • | CEO and average Non-CEO NEO compensation “actually paid” versus the Company’s net income |

  148. Analysis of Pay Versus Performance Table

    | • | CEO and average Non-CEO NEO compensation “actually paid” versus the Company’s FFOAA per Share (Company selected measure) |

  149. Analysis of Pay Versus Performance Table

    | • | The Company’s TSR versus the cumulative TSR of the MSCI US REIT Index |

  150. Analysis of Pay Versus Performance Table

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  151. Analysis of Pay Versus Performance Table

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  152. Analysis of Pay Versus Performance Table

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