UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

GETTY REALTY CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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GETTY REALTY CORP.

 

292 MADISON AVENUE, 9TH FLOOR, NEW YORK, NEW YORK 10017-6318

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 27, 2021

To the Stockholders of GETTY REALTY CORP.:

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Getty Realty Corp., a Maryland corporation (the “Company”), will be held on April 27, 2021 at 2:30 p.m. Eastern Time in a virtual format only. You will not be able to attend the Annual Meeting in person. To be admitted to the virtual Annual Meeting, you should go to www.virtualshareholdermeeting.com/GTY2021 and enter the control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. You will be deemed present and may vote at the virtual Annual Meeting by following the instructions available on the meeting website during the meeting.

As set forth in the attached proxy statement, the Annual Meeting will be held for the following purposes:

(1)
to elect a Board of Directors of six directors to hold office until our 2022 annual meeting and until their successors are elected and qualified;

(2)
to hold an advisory vote to approve named executive officer compensation;

(3)
to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021; and

(4)
to approve the Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan.

We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Proxy Statement accompanying this Notice more fully describes the proposals to be voted on at the Annual Meeting.

Only stockholders of record at the close of business on March 2, 2021 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

On or about March 18, 2021, we are furnishing proxy materials to our stockholders through the internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability of Proxy Materials”) instead of a paper copy of the Notice of Annual Meeting of Stockholders and Proxy Statement, our proxy card, and our Annual Report to Stockholders. We believe that this process gives us the opportunity to serve our stockholders more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail. The Notice of Internet Availability of Proxy Materials instructs you how to access and review the proxy materials and our Annual Report beginning on or about March 18, 2021. The Notice of Internet Availability of Proxy Materials also instructs you how you may submit your proxy over the internet.

	By Order of the Board of Directors,
	/s/ Joshua Dicker
New York, New York	Joshua Dicker
March 16, 2021	Executive Vice President, General Counsel and Secretary

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND COMPLETE A PROXY CARD FOR YOUR SHARES AS SOON AS POSSIBLE. YOU MAY VIA THE INTERNET AUTHORIZE A PROXY HOLDER TO VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS ON THE WEBSITE INDICATED IN THE NOTICE MAILED TO YOU REGARDING THE AVAILABILITY OF PROXY MATERIALS. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, YOU SHOULD PROVIDE INSTRUCTIONS TO YOUR BROKER, BANK, NOMINEE OR OTHER INSTITUTION ON HOW TO VOTE YOUR SHARES. YOU MAY ALSO REQUEST A PAPER PROXY CARD TO SUBMIT YOUR VOTE BY MAIL. IF YOU VIRTUALLY ATTEND THE ANNUAL MEETING AND VOTE VIA THE MEETING WEBSITE, THAT VOTE WILL REVOKE ANY PROXY YOU MAY HAVE PREVIOUSLY SUBMITTED. IF YOU HOLD SHARES IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, THEN, IN ORDER TO VOTE YOUR SHARES VIA THE MEETING WEBSITE DURING THE MEETING, YOU MUST ENTER THE CONTROL NUMBER FOUND ON YOUR PROXY CARD, VOTING INSTRUCTION FORM OR NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

GETTY REALTY CORP.

 

PROXY STATEMENT SUMMARY

2021 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:	April 27, 2021 at 2:30 p.m. Eastern Time
Place:	Virtually at www.virtualshareholdermeeting.com/GTY2021
Record Date:	March 2, 2021

Voting Items and Board of Directors Recommendations

	Proposal Description	Board Vote Recommendation	Page Number with More Information
Proposal 1	Election of six Directors	“FOR” all nominees	4
Proposal 2	Advisory vote to approve named executive officer compensation	“FOR”	35
Proposal 3	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021	“FOR”	38
Proposal 4	Approve the Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan	“FOR”	39

This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider before voting. Please carefully read the complete Proxy Statement and Getty’s Annual Report on Form 10-K before voting.

Table of Contents

	Page
GETTY REALTY CORP. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS	1
Record Date, Voting Rights, Outstanding Shares and Quorum	1
Voting Requirements	1
Vote Required	1
Broker Non-Votes	2
Solicitation of Proxies	2
Notice Regarding the Internet Availability of Proxy Materials	2
PROPOSAL NO. 1 ELECTION OF DIRECTORS (Item No. 1 on the Proxy Card)	4
Nominees for Election at the Annual Meeting	4
CORPORATE GOVERNANCE AND RELATED MATTERS	8
Board of Directors and Board Leadership Structure	8
Role of Board of Directors in Risk Oversight	9
Independence of Directors	9
Directors’ Meetings	10
Committees	10
Contacting the Board of Directors	13
Executive Officers	14
Former Executive Officer	14
Corporate Responsibility	14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SHARES	17
EXECUTIVE COMPENSATION	19
Compensation Discussion and Analysis	19
2020 Company Performance Highlights	19
Getty’s Compensation Program	20
Management Changes in 2020	24
Base Salary	24
Incentive Compensation	25
Retirement Plans	26
Anti-Hedging and Anti-Pledging Policy	26
Compensation Committee Report	26
Summary Compensation Table	27
All Other Compensation	28
2020 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	28
2020 Grants of Plan Based Awards	29
2020 Outstanding Equity Awards at Year-End	30
2020 Option Exercises and Stock Vested	31
Nonqualified Deferred Compensation	32

	Page
Potential Payments upon Termination or Change in Control	33
Director Compensation	33
Compensation Committee Interlocks and Insider Participation	34
PROPOSAL NO. 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY) (Item No. 2 on the Proxy Card)	35
Background	35
Recommendation	35
REPORT OF THE AUDIT COMMITTEE	36
Oversight Responsibilities	36
Independence/Qualifications	36
Sarbanes-Oxley Act Compliance	36
Financial Statements	36
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Item No. 3 on the Proxy Card)	38
Recommendation	38
PROPOSAL NO. 4 APPROVAL OF THE GETTY REALTY CORP. THIRD AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE COMPENSATION PLAN (Item No. 4 on the Proxy Card)	39
Introduction	39
Purpose of the Restated Plan	40
Key Features Designed to Protect Stockholders’ Interests	40
Overview of the Restated Plan	41
Equity Compensation Plans	45
Recommendation	45
DEADLINES FOR SUBMITTING STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING	46
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	46
OTHER MATTERS	46
APPENDIX A: THE GETTY REALTY CORP. THIRD AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE COMPENSATION PLAN	A-1

GETTY REALTY CORP.

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of Getty Realty Corp. (hereinafter called the “Company” or “Getty”), to be voted at the Company’s Annual Meeting to be held in a virtual format only at www.virtualshareholdermeeting.com/GTY2021 on April 27, 2021 at 2:30 p.m. Eastern Time, and at any adjournments or postponements thereof (the “Annual Meeting”), for the purposes of (1) electing six directors to Getty’s Board of Directors; (2) holding an advisory vote to approve named executive officer compensation; (3) ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm; and (4) approving the Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan. We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Record Date, Voting Rights, Outstanding Shares and Quorum

At the close of business on March 2, 2021, the record date for stockholders entitled to notice of and to vote at the Annual Meeting, there were 43,751,920 shares of Getty common stock outstanding. Only the holders of record of our common stock as of the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Each outstanding share of common stock is entitled to one vote. The shares of common stock vote as a single class. In order to constitute a quorum at the Annual Meeting, there must be present virtually, or by proxy, stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting.

Under Maryland law, shares represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker, bank, nominee or other record holder which are present virtually or by proxy at the Annual Meeting, but with respect to which such broker, bank, nominee or other record holder lacks discretionary authority to vote the shares and has not received voting instructions from the beneficial owner of the shares to vote on a particular proposal and is thus not empowered by the beneficial owner to vote the shares on such proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Voting Requirements

If your shares are held in the name of a broker, bank, nominee or other record holder, you will receive instructions from the holder of record on how to vote your shares. You must follow the instructions of the holder of record in order for your shares to be voted. If your shares are not registered in your own name and you plan to vote your shares during the Annual Meeting, you should go to the meeting website and enter the control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).

All valid proxies received before the Annual Meeting will be exercised. All shares represented by a proxy will be voted, and where a proxy specifies a stockholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy with respect to any one or more of the proposals, the shares will be voted in favor of such proposal(s). At the discretion of the persons named on the enclosed proxy card or vote instruction form, such proxy holder may also vote on any other matter that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Vote Required

If a quorum is achieved at the Annual Meeting, the following voting requirements will apply:

1.
Election of Directors. The affirmative vote of a plurality of all votes cast at the Annual Meeting at which a quorum is present is required for the election of each nominee to our Board of Directors. With respect to each director nominee, you may vote “for” such nominee or “withhold” your vote as to such nominee. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Director nominees with the most votes cast “for” such nominee’s election will be elected to our Board of Directors.

• 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.

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2.
Advisory vote to approve named executive officer compensation. The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is necessary to approve the advisory vote on executive compensation.

• For purposes of the advisory vote to approve the named executive officer compensation, abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

3.
Ratify the appointment of PricewaterhouseCoopers LLP. The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to ratify the appointment of the independent registered public accounting firm.

• For purposes of the appointment of PricewaterhouseCoopers LLP, abstentions are not considered votes cast and will have no effect on the outcome of this proposal. (The ratification of the appointment of auditors is considered a “routine” matter under The New York Stock Exchange (“NYSE”) rules for which brokers, banks, nominees or other record holders have discretionary authority to vote without receiving instructions from the beneficial owner of the shares. See “Broker Non-Votes” below for further information.)

4.
Approve the Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan. The affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting at which a quorum is present is required for approval of the Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan.

• For purposes of the vote to approve the Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan and under the Rules of the NYSE, abstentions will have the same effect as a vote against the proposal. Broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

Broker Non-Votes

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank, nominee or other record holder holding the shares as to how to vote on matters deemed “non-routine” under NYSE rules and, therefore, lacks discretionary authority to vote the shares without voting instructions from the beneficial owner. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank, nominee or other record holder holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank, nominee or other record holder can still vote the shares with respect to matters that are considered to be “routine” under NYSE rules, but cannot vote the shares with respect to “non-routine” matters. With respect to the four proposals set forth in this Proxy Statement, only Proposal 3 – Ratification of the Appointment of PricewaterhouseCoopers LLP – is considered to be “routine” and brokers, banks, nominees or other record holders will have discretionary voting power with respect to such proposal. We encourage you to provide instructions to your broker, bank, nominee or other record holder regarding the voting of your shares in order to ensure that your shares are represented at the Annual Meeting. See “Vote Required” section above for the treatment of broker non-votes with respect to each of the four proposals.

If you vote by proxy, the individuals named on the proxy card (your “proxies” or “proxy holders”) will vote your shares in the manner you indicate.

Solicitation of Proxies

We will bear the cost of soliciting proxies. In addition to soliciting stockholders by mail through our employees, we will request brokers, banks, nominees or other record holders, custodians and fiduciaries to solicit customers for whom they hold our stock and we will reimburse them for their reasonable, out-of-pocket costs in connection with the solicitation of proxies. We may also use the services of our officers, directors and others to solicit proxies personally or by telephone, without additional compensation.

Notice Regarding the Internet Availability of Proxy Materials

From the date of mailing of the Notice of Internet Availability through the conclusion of the Annual Meeting, stockholders will be able to access all of the proxy materials on the internet at www.proxyvote.com. The proxy materials will be available free of charge. The Notice of Internet Availability will instruct you as to how you may

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access and review all of the important information contained in the proxy materials (including our Annual Report to stockholders) over the internet or through other methods specified at the website designated in the Notice of Internet Availability. The designated website contains instructions as to how to vote your shares over the internet or by telephone. The Notice of Internet Availability also instructs you as to how you may request a paper or email copy of the proxy card. If you received a Notice of Internet Availability and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

The rules and regulations adopted by the Securities and Exchange Commission (the “SEC”) permit us to deliver a single Notice of Internet Availability or set of Annual Meeting materials to one address shared by two or more of our stockholders. We have delivered only one copy of the Notice of Internet Availability or set of Annual Meeting materials to multiple stockholders who share the same address, unless we received contrary instructions from the affected stockholders prior to the mailing date. We will promptly deliver, upon written or oral request, a separate copy of the Notice of Internet Availability or set of proxy materials to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice of Internet Availability or sets of proxy materials, contact Broadridge Financial Solutions, Inc. at 1-800-542-1061, or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices of Internet Availability of Proxy Materials or set of proxy materials for your household, please contact Broadridge at the above phone number or address.

The Notice of Internet Availability or set of proxy materials will be sent to stockholders, and will be available on the internet, on or about March 18, 2021.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

(Item No. 1 on the Proxy Card)

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 2022 annual meeting of the Company’s stockholders or when their successors are duly elected and qualified. As discussed below, effective February 23, 2021, Mr. Liebowitz retired from the Board of Directors, resulting in a vacancy on the Board of Directors.

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. 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.

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. In the event that 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. For additional information about how we identify and evaluate nominees for director, see “Committees – Nominating/Corporate Governance Committee” at page 11 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, and geographic location.

Name and Age

Information Regarding Nominees

Milton Cooper – 92

Mr. Cooper has served as a director of Getty since 1971 and as Chairman of the Compensation Committee since 2006. He also has served as a member of the Nominating/Corporate Governance Committee since before 1993.   Mr. Cooper is the Executive Chairman of the Board of Directors for Kimco Realty Corporation (“Kimco”), a NYSE listed real estate investment trust (“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 is one of our longest-serving members of our Board of Directors and also one of our largest individual stockholders. Mr. Cooper is a trusted advisor and highly qualified for our Board of Directors.

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Name and Age	Information Regarding Nominees
Philip E. Coviello – 77	Mr. Coviello has served as a director of Getty since 1996 and as Chairman of the Audit Committee since 2000. Mr. Coviello also has 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, serves as Chairman of Kimco’s Audit Committee and also serves on Kimco’s Executive Compensation Committee and 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’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.
Christopher J. Constant – 42	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 effective at that 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’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 REITs. In addition, Mr. Constant has extensive knowledge of the Company’s business strategies, finances and operations cultivated through his 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 execution of numerous specialized 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.

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Name and Age	Information Regarding Nominees
Mary Lou Malanoski – 64	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.   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 also is a member of the Board of Directors for Phibro Animal Health Corporation and Morgan Joseph TriArtisan.   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.
Richard E. Montag – 88	Mr. Montag has served as a director of Getty since 2010. He also has served as a member of the Compensation Committee since 2010 and as a member of the Audit Committee since 2010.   Mr. Montag was a director of FNC Realty Corporation (f/k/a Frank’s Nursery & Crafts, Inc.) from 2004 until 2005; Enterprise Asset Management, Inc. from 2003 until 2004; Hills Stores Company from 1997 to 1998, and Getty Petroleum Marketing Inc. from 1996 until 2000. From 1982 until 1998, Mr. Montag was the Vice President of Real Estate Development for The Richard E. Jacobs Group.   Mr. Montag’s qualifications to serve on our Board of Directors include his demonstrated leadership and management experience and strong understanding of public company governance and operations through his prior service on three public company boards. Mr. Montag also possesses experience as a director of Getty Petroleum Marketing Inc. from October 1996 until December 2000 and as a senior executive in the real estate industry, including his prior position as Vice President with The Richard E. Jacobs Group, one of the nation’s most established and respected owners, developers, and managers of commercial real estate.

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Name and Age

Information Regarding Nominees

Howard B. Safenowitz – 62

Mr. Safenowitz has served as a director of Getty since December 1998 and as Lead Independent Director of Getty since February 2010. He also has served as Chairman of the Nominating/Corporate Governance Committee since 2005. In addition, Mr. Safenowitz has served on the Compensation Committee since 1999 and on the Audit Committee since 2005.   Together with attributed family interests, Mr. Safenowitz is also 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’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.

Recommendation

The Board of Directors unanimously recommends that you vote “FOR” the election of each nominee for director.

Former Director Not Standing for Re-Election at the Annual Meeting

Name and Age

Information Regarding Nominees

Leo Liebowitz – 93

At the meeting of the Board of Directors held on February 23, 2021, Mr. Liebowitz retired from his position as Chairman of the Board and from his role as a director of the Company.   Mr. Liebowitz served as Chairman of the Board of Directors of the Company since 1971, as Getty’s Chief Executive Officer from 1985 until 2010, and as Getty’s President from 1971 until 2004.   In 1955, Mr. Liebowitz co-founded the predecessor business that became our Company and was one of our longest-serving members of our Board of Directors.   Mr. Liebowitz also served as Chairman, Chief Executive Officer and a director of Getty Petroleum Marketing Inc. from 1996 until 2000, and as a director of the Regional Banking Advisory Board of JPMorgan Chase & Co. from 1975 to 2013.   As of March 18, 2021, Mr. Liebowitz remains one of our largest stockholders.

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CORPORATE GOVERNANCE AND RELATED MATTERS

Board of Directors and Board Leadership Structure

At the meeting of our Board of Directors held on February 23, 2021, Leo Liebowitz retired as Chairman of the Board and as a director on the Board of Directors. As such, the Board of Directors is currently comprised of Christopher J. Constant, Milton Cooper, Philip E. Coviello, Mary Lou Malanoski, Richard E. Montag, and Howard B. Safenowitz, with one vacancy. 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 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”.

The Board of Directors and the Nominating/Corporate Governance Committee are 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, religion, or sexual orientation or identity. The Board of Directors and the Nominating/Corporate Governance Committee do 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. To fill the vacancy on the Board of Directors recently created by Mr. Liebowitz’s retirement, 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 pages 11-13 of this Proxy Statement.)

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 2020.

For the year ended December 31, 2020, our Board of Directors had seven members. The Board of Directors has nominated six candidates for election as directors for a one-year term ending at the 2022 annual meeting of the Company’s stockholders and when their successors are duly elected and qualified. As a result of the retirement of Mr. Liebowitz as Chairman of the Board and as a director on the Board of Directors effective February 23, 2021, there is one vacancy on the Board of Directors.

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

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to day leadership of the Company. The Board of Directors believes that, in addition to the Lead Independent Director, 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.

Following the retirement of Mr. Liebowitz, the position of Chairman of the Board is vacant. It is the intention of the Board of Directors that until such time as the Board of Directors appoints an existing director to permanently serve as Chairman of the Board (which is expected to occur at the first regular meeting of the Board of Directors following the Annual Meeting), Mr. Safenowitz will serve as acting Chairman pro tempore, when necessary or appropriate. The role of the Chairman 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 will also be 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.

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.

Role of Board of Directors in Risk Oversight

It is management’s responsibility to assess and manage the various risks the Company faces and the Board of Directors’ responsibility to oversee management in this effort. In exercising its oversight, the Board of Directors has delegated primary responsibility for risk assessment and risk management oversight to the Audit Committee. Under its Charter, the Audit Committee’s responsibilities include discussing with management the Company’s policies with respect to risk assessment and risk management and the Company’s material financial risk exposures and the actions management has taken to limit, monitor or control such exposures. The Audit Committee receives quarterly reports from management on the Company’s enterprise risk management practices and risk mitigation efforts. The Audit Committee also oversees the Company’s legal and regulatory compliance programs and internal audit function. Our full Board of Directors regularly reviews the Company’s strategic plans and objectives, including the risks that may affect the achievement of these strategic plans and objectives.

Independence of Directors

The Board of Directors has determined that Ms. Malanoski and Messrs. Cooper, Coviello, Montag and Safenowitz are “independent” as defined in the listing standards of the NYSE. In making these determinations, the Board of Directors considered all relevant facts and circumstances, including the independence standards set forth in Section 303A.02 of the rules of the NYSE. The Board of Directors affirmatively determined that none of the directors, or any of their respective family members, other than Mr. Constant, has had any relationship with Getty (either directly or as a partner, stockholder or officer of an organization that has a relationship with Getty), other than as a stockholder and director of Getty. Accordingly, the Board of Directors has affirmatively determined that each of the directors, other than Mr. Constant, is “independent.”

It has been and will continue to be the practice of the Board of Directors to meet at least quarterly each year and have the Chairman of the Board of Directors chair such meetings. Additionally, it has been the practice of the independent directors to meet in executive session at least quarterly each year, and to have the Company’s Lead Independent Director chair such sessions. Mr. Safenowitz has served as the Company’s Lead Independent Director since February 25, 2010, and until such time as the Board of Directors appoints an existing director to permanently

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serve as Chairman of the Board (which is expected to occur at the first regular meeting of the Board of Directors following the Annual Meeting), Mr. Safenowitz will also serve as acting Chairman pro tempore, when necessary or appropriate.

Directors’ Meetings

During the year ended December 31, 2020, the Board of Directors held six (6) meetings. Each of the directors nominated for election at the Annual Meeting attended all of the 2020 meetings of the Board of Directors during the period in which he or she was eligible to attend, and all of the 2020 meetings of Committees of the Board of Directors on which such director served in 2020. Mr. Liebowitz, who served as Chairman of the Board and as a director in 2020, but retired from the Board of Directors effective February 23, 2021, attended fewer than 75 percent of the 2020 meetings of the Board of Directors during the period in which he was eligible to attend because of personal reasons. Each of the directors nominated for election at the Annual Meeting also attended the annual meeting of stockholders in April 2020.

Committees

The Board of Directors has an Audit Committee, a Nominating/Corporate Governance Committee and a Compensation Committee, the membership and functions of which are described below.

Audit Committee

The Audit Committee met four (4) times in 2020. The Audit Committee for the year ended December 31, 2020 consisted of Messrs. Coviello (Chairman), Montag and Safenowitz and Ms. Malanoski. The Audit Committee selects the independent registered public accounting firm that audits the consolidated financial statements of Getty and its subsidiaries, discusses the scope and the results of the audit with our independent registered public accounting firm, and monitors Getty’s financial accounting and reporting practices. The Audit Committee also examines and discusses the adequacy of Getty’s internal control over financial reporting with the independent registered public accounting firm, our internal auditors, and with management. The Board of Directors has designated the Audit Committee to take the lead in overseeing our risk assessment and risk management, along with overseeing compliance with our Business Conduct Guidelines, which were amended at the February 23, 2021 meeting of the Audit Committee to clarify that conflicts of interests include situations where a director, officer or employee or any of their family members receive an improper personal benefit as a result of his, her or their position with the Company consistent with NYSE rules. In addition to regular meetings, at least one Audit Committee member meets telephonically with management and Getty’s independent auditors to review the Company’s quarterly reports and other reports, as appropriate, prior to their full presentation to the Audit Committee and subsequent filing with the SEC. The Audit Committee met with management and Getty’s independent auditors to review the Company’s audited financial statements for the year ended December 31, 2020 and recommended to the Board of Directors that the financial statements be included in the Company’s Annual Report on Form 10-K for such year. See “Role of Board of Directors in Risk Oversight” on page 9 of this Proxy Statement for a discussion of the Audit Committee’s role in risk assessment and risk management oversight. Additionally, the Audit Committee reviews and discusses with management management’s specific disclosures contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Please also see the Report of the Audit Committee included at page 36 in this Proxy Statement.

The Board of Directors determined that for the year ended December 31, 2020, each member of the Audit Committee (a) was (1) “independent” and (2) “financially literate” as such terms are defined in the listing standards of the NYSE and (b) met the independence tests set forth in Section 301 of the Sarbanes-Oxley Act of 2002 and regulations promulgated thereunder by the SEC. The Board of Directors also determined that for the year ended December 31, 2020, Ms. Malanoski, Mr. Coviello and Mr. Montag each qualified as an “audit committee financial expert” under the relevant rules of the SEC, and that each of Ms. Malanoski, Mr. Coviello and Mr. Montag have the requisite accounting/financial management expertise required by the listing standards of the NYSE.

The Charter of the Audit Committee provides that members of the Audit Committee may not be members of the audit committee of more than two other public companies unless such other memberships have been disclosed to the Board of Directors and the Board of Directors has determined that such simultaneous service does not impair the ability of such member to serve effectively on the Audit Committee. None of the Audit Committee members served on the audit committee of more than two other public companies during 2020.

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Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee met two (2) times in 2020. The Nominating/Corporate Governance Committee for the year ended December 31, 2020 consisted of Messrs. Safenowitz (Chairman), Cooper and Coviello. The Nominating/Corporate Governance Committee recommends nominees for election to the Board of Directors and reviews the role, composition and structure of the Board of Directors and its committees. As part of this review, the Committee evaluates (i) whether to have a Lead Independent Director, (ii) the responsibilities of the positions of Chairman of the Board and Lead Independent Director, and (iii) the qualifications for those positions, including whether the position of Chairman of the Board of Directors should be held by the Chief Executive Officer, an independent director, or a non-independent director other than the Chief Executive Officer. The Nominating/Corporate Governance Committee also recommends candidates to the Board of Directors for election as officers.

For a discussion of the specific experience, qualifications, attributes or skills of the nominees for election to the Board of Directors, see the “Nominees for Election at the Annual Meeting” section on page 4 of this Proxy Statement.

The Director Qualification Standards section of the Company’s Corporate Governance Guidelines affirms the benefits of diversity among the Board of Directors by specifically stating that (i) diversity (based on factors commonly associated with diversity such as race, gender, national origin, religion, or sexual orientation or identity, as well as on broader principles such as diversity of perspective and experience) is one of the elements to be considered in evaluating a particular director candidate, and (ii) the Nominating/Corporate Governance Committee is responsible for assessing the appropriate balance of skills and characteristics required of members of the Board of Directors and will actively seek to broaden the diversity composition of the Board of Directors. 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 skills and characteristics required of the Board of Directors to fulfill its responsibilities. Consistent with these guiding principles, the Nominating/Corporate Governance Committee again recommended that the Board of Directors nominate for continued service as directors all six of our current directors (which excludes Mr. Liebowitz, who retired from the Board of Directors on February 23, 2021), based upon their respective (i) personal and professional integrity, ethics and values, (ii) educational and professional background, (iii) experience in corporate management and/or experience as a board member, (iv) experience in the real estate industry and/or other relevant industry experience, (v) high level of financial literacy (including four of our six current directors having been determined by the Board of Directors to be “financially literate,” as such term is defined in the listing standards of the NYSE), and (vi) ability to foster a diverse viewpoint based on gender. Moreover, the Nominating/Corporate Governance Committee again recommended that the Board of Directors nominate for continued service as directors five of our six current directors for their “independence,” as defined by the NYSE listing standards. In addition, to fill the vacancy on the Board of Directors recently created by Mr. Liebowitz’s retirement, the 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. The Nominating/Corporate Governance Committee reserves the right to recommend and nominate additional members to the Board of Directors from time to time.

The Company’s Corporate Governance Guidelines do not include mandatory retirement ages or term limits applicable to directors. The Nominating/Corporate Governance Committee annually reviews the performance and qualifications of each current director and considers the results of such evaluation when determining whether or not to recommend the nomination of such director for an additional term. In addition, although the Nominating/Corporate Governance Committee considers length of service when recommending candidates for re-election, the Board of Directors does not believe that adopting a set term limit for directors serves the interests of the Company. Such limits may result in the loss of contributions from directors who have been able to develop, over a period of time, increasing insight into the Company, its operations and its strategic direction. The Nominating/Corporate Governance Committee reviews these policies as part of its annual governance review and will consider modifications to these policies as deemed necessary and in the best interests of the Company and its stockholders.

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The Board of Directors has determined that each member of the Nominating/Corporate Governance Committee is “independent” as such term is defined in the listing standards of the NYSE. The Nominating/Corporate Governance Committee Charter includes policies with regard to stockholder recommendations of nominees to the Board of Directors.

Stockholders wishing to recommend candidates for election to the Board of Directors must supply information in writing regarding the candidate to Mr. Joshua Dicker, Executive Vice President, General Counsel and Secretary of the Company, at the Company’s executive offices. This information should include the candidate’s name, biographical data and an analysis of the candidate based on the director candidate criteria described below. The recommendation must also include all information relating to the proposed director nominee that would be required to be disclosed in a solicitation of proxies for election of directors in an election contest under applicable securities law. Stockholders wishing to nominate a candidate must comply with the advance notice requirements in our Bylaws. Please refer to our Bylaws for more specific information. Our Bylaws were publicly filed with the SEC on November 14, 2011, as amended February 26, 2019, and publicly filed with the SEC on February 27, 2019. Additional information regarding any proposed nominees may be requested by the Nominating/Corporate Governance Committee.

Pursuant to the Nominating/Corporate Governance Committee Charter and/or the Company’s Corporate Governance Guidelines, each nominee must possess fundamental qualities of intelligence, honesty, good judgment, and high standards of ethics, integrity, fairness and responsibility. The Nominating/Corporate Governance Committee also will consider the following criteria in addition to other criteria the Committee deems appropriate, including the specific needs of the Board of Directors at the time:

• personal and professional integrity, ethics, and values;

• experience in corporate management, such as serving as an officer or former officer of a publicly held company;

• the director’s past attendance at meetings and participation in and contributions to the activities of the Board of Directors (if applicable);

• ability to make independent analytical inquiries, general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment;

• experience in our industry and with relevant social policy concerns;

• understanding of our business on a technical level;

• educational and professional background and/or academic experience in an area of our operations;

• experience as a board member of another publicly held company;

• practical and mature business judgment, including ability to make independent analytical inquiries;

• “independence,” as defined by the NYSE listing standards;

• financial literacy;

• standing in the community;

• diversity based on factors commonly associated with diversity such as race, gender, national origin, religion, or sexual orientation or identity, as well as on broader principles such as diversity of perspective and experience; and

• ability to complement the Board of Directors’ existing strengths.

In reviewing prospective nominees, the Nominating/Corporate Governance Committee also reviews the number of public company boards on which a director nominee serves to determine if the nominee will have the ability to devote adequate time to the work of the Board of Directors and its committees. The Company’s Corporate Governance Guidelines and the Company’s Audit Committee Charter provide that members of the Audit Committee may not be members of the audit committee of more than two other public companies unless such other memberships have been disclosed to the Board of Directors and the Board of Directors has determined that such simultaneous service does not impair the ability of such member to effectively serve on the Company’s Audit Committee. In addition, the Company’s Corporate Governance Guidelines provide that non-management directors may not serve on

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more than four other boards of public companies (excluding the Company’s Board of Directors) and, effective February 25, 2020, the Board of Directors revised the Company’s Corporate Governance Guidelines to provide that management directors may not serve on more than two boards of public companies (including the Company’s Board of Directors).

On the basis of the information gathered in this process, the Nominating/Corporate Governance Committee will determine which nominees to recommend to the Board of Directors. Recommendations and related information received prior to any Nominating/Corporate Governance Committee meeting where director nominees are to be considered will be considered at that meeting. The Nominating/Corporate Governance Committee uses the same process for evaluating all nominees, regardless of the source of the recommendation. This process includes, among other things, personal interviews, discussions with professional references, background checks, credit checks and resume verification.

The Nominating/Corporate Governance Committee has not received any recommendation for a director nominee for the Annual Meeting from any stockholder or group of stockholders.

Compensation Committee

The Compensation Committee met two (2) times in 2020. The Compensation Committee for the year ended December 31, 2020 consisted of Messrs. Cooper (Chairman), Coviello, Montag and Safenowitz. The Compensation Committee is responsible for developing and, with the approval of the Board of Directors, implementing the compensation plans, policies and programs of the Company and producing an annual report on executive compensation for inclusion in the Company’s proxy materials in accordance with applicable rules and regulations. It is the Compensation Committee’s responsibility to ensure that compensation programs are designed to encourage high performance and promote accountability and assure that employee interests are aligned with the interests of the Company’s stockholders. The Board of Directors has determined that each member of the Compensation Committee is “independent” as such term is defined in the listing standards of the NYSE.

The Compensation Committee also administers the Supplemental Retirement Plan for Executives of Getty Realty Corp. and Participating Subsidiaries (the “Supplemental Retirement Plan”) and the Getty Realty Corp. Second Amended and Restated 2004 Omnibus Incentive Compensation Plan (the “2004 Plan”) and reviews, and recommends to the Board of Directors for its approval, the compensation of the directors and each of the named executive officers of Getty.

The Compensation Committee’s Charter provides that the Committee may delegate any or all of its responsibilities, except that the Committee may not delegate its responsibilities with respect to:

• its annual review and approval of compensation for officers, directors and certain highly compensated employees;

• its recommendation to the Chairman of the Board of any changes in non-management director compensation;

• its management and annual review of, and responsibilities with respect to, all bonuses, incentive compensation, equity-based compensation, and employee pension and welfare benefit plans; or

• any other matters that involve executive compensation.

The compensation of Getty’s named executive officers is recommended by the CEO to the Compensation Committee. The CEO reviews the performance of each executive officer (other than his own) with the Compensation Committee. The Compensation Committee considers the CEO’s recommendations, evaluates the CEO’s individual performance and establishes the compensation for each named executive officer, including the CEO. The CEO does not play any role in the Compensation Committee’s deliberation of matters impacting his own compensation. No executive officer other than the CEO plays a role in determining or recommending the amount or form of executive compensation.

Contacting the Board of Directors

Stockholders and other interested parties who wish to communicate with the Board of Directors may do so by sending written communications to the Board of Directors at the following address: Board of Directors, Getty Realty Corp., 292 Madison Avenue, 9th Floor, New York, New York 10017-6318. Stockholders and other interested parties

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who wish to direct their communications to only the independent (non-management) directors of Getty may do so by sending written communications to the following address: Independent Directors, c/o Getty Realty Corp., 292 Madison Avenue, 9th Floor, New York, New York 10017-6318. Concerns relating to accounting, internal controls or auditing matters are handled in accordance with procedures established by the Audit Committee with respect to such matters.

Executive Officers

The Company’s executive officers as of March 18, 2021 are as follows:

• Mr. Christopher J. Constant, age 42, President and Chief Executive Officer since January 1, 2016. Mr. Constant is also a Director of the Company. Mr. Constant joined the Company in November 2010 as Director of Planning and Corporate Development and was later promoted to Treasurer in May 2012 and Vice President in May 2013. In December 2013, he was promoted to Chief Financial Officer of the Company. 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 earned an A.B. from Princeton University.

• Mr. Mark J. Olear, age 56, Executive Vice President and Chief Investment Officer of Getty since May 2014 and Chief Operating Officer of Getty since May 2015. Prior to joining Getty, Mr. Olear held various positions in real estate with TD Bank, Home Depot, Toys “R” Us and A&P. Mr. Olear is also a member of the Board of Trustees for Springpoint Senior Living. Mr. Olear earned a B.A. from Upsala College.

• Mr. Joshua Dicker, age 60, Executive Vice President, General Counsel and Secretary of Getty (Executive Vice President since May 2017, Senior Vice President since May 2012, Vice President since February 2009, General Counsel and Secretary since February 2008). Mr. Dicker joined Getty in February 2008. Prior to joining Getty, he was a partner in the law firm Arent Fox LLP, resident in its New York City office, specializing in corporate and transactional matters. Mr. Dicker earned a B.A. from the State University of New York at Albany, a JD magna cum laude from New York Law School and an LL.M. from New York University School of Law.

• Mr. Brian Dickman, age 45, Executive Vice President, Chief Financial Officer and Treasurer. Mr. Dickman assumed each of these roles when he joined the Company in December 2020. Prior to joining the Company, Mr. Dickman served as Executive Vice President and Chief Financial Officer of Seritage Growth Properties, as Chief Financial Officer and Secretary of Agree Realty and as a real estate investment banker covering public REITs and other real estate companies beginning at Lehman Brothers in 2005. Mr. Dickman earned an MBA from the University of Michigan, Stephen M. Ross School of Business, and a B.A. from the University of Michigan.

There are no family relationships between any of the Company’s directors or executive officers.

Former Executive Officer

Mr. Danion Fielding, our former Vice President, Chief Financial Officer and Treasurer, resigned from his positions with the Company effective December 11, 2020. Mr. Fielding’s resignation was not based on any disagreement with the Company, including with respect to the Company’s accounting principles, practices or financial statement disclosures. In connection with his resignation, Mr. Fielding entered into a consulting agreement with the Company for the period from December 14, 2020 through March 31, 2021.

Corporate Responsibility

We recognize the importance of environmental, social and governance (“ESG”) issues and incorporate ESG considerations into our business practices and decision-making processes. We believe the growth and sustainability of our business depends on a broad array of factors, including a continuing focus on investments in our people, ethics and integrity, and corporate responsibility.

Environmental

We place a high priority on the protection of our assets, communities, and the environment. For substantially all of our triple-net leases, our tenants are contractually responsible for compliance with environmental laws and regulations and for remediation of any environmental contamination that arises during the term of their tenancy. The

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Company takes appropriate measures, including enforcement when necessary, to assure that our tenants comply with these contractual provisions for the benefit of the environment. In addition, the Company itself maintains a robust, well-staffed and actively managed program which oversees environmental remediation for which the Company is responsible, and also works interdepartmentally to analyze and address the performance of environmental responsibilities, develop strategies and enhance processes for compliance with environmental laws and regulations by the Company and our tenants, and conduct appropriate investigations of environmental risk and exposure for the Company’s real estate holdings.

Social

We believe that our people are the foundation of our success, and we are committed to ensuring that they are provided a safe and healthy workplace, and are engaged, both professionally and socially.

The Company took swift and decisive action at the onset of the COVID-19 pandemic to provide our employees with a safe workplace by investing in and instituting Company-wide work-from-home policies, adopting health screening and hygiene protocols, as well as office de-densification and distancing strategies, and supplying protective equipment and erecting physical screens to prevent potential coronavirus spread at the office. In addition, the Company initiated Company-wide remote access meetings to improve employee connectivity and morale.

Our employees are also provided a highly competitive benefits program, including comprehensive medical and dental benefits, an employer-funded health reimbursement arrangement and a pre-tax employee funded healthcare flexible spending account program, a 401(k) plan with partial employer match, an employee profit sharing plan, bonus and incentive pay opportunities, an employer-funded commuter reimbursement program and a pre-tax employee funded commuter benefits program, paid time-off benefits, and programs for paid parental leave, adoption assistance reimbursement, and wellness. Further, we encourage the professional development of our employees through in-person trainings and online learning resources and regularly support and pay for external education classes and seminars requested by our employees if doing so will advance their work-related skills or professional development.

Governance

We are dedicated to maintaining a high standard for corporate governance predicated on integrity, ethics, diversity and transparency. For example, the Director Qualification Standards section of the Company’s Corporate Governance Guidelines affirms that diversity (based on factors commonly associated with diversity such as race, gender, national origin, religion, or sexual orientation or identity, as well as on broader principles such as diversity of perspective and experience) is one of the elements to be considered in evaluating a particular director candidate, in addition to other skills and characteristics required of members of the Board of Directors to fulfill their obligations as directors. Consistent with these guiding principles, the Nominating/Corporate Governance Committee again recommended that the Board of Directors nominate for continued service as directors all six of our current directors (which excludes Mr. Liebowitz, who retired from the Board of Directors on February 23, 2021), based upon their respective (i) personal and professional integrity, ethics and values, (ii) educational and professional background, (iii) experience in corporate management and/or experience as a board member, (iv) experience in the real estate industry and/or other relevant industry experience, (v) high level of financial literacy (including four of our six current directors having been determined by the Board of Directors to be “financially literate,” as such term is defined in the listing standards of the NYSE), and (vi) ability to foster a diverse viewpoint based on gender. Moreover, the Nominating/Corporate Governance Committee again recommended that the Board of Directors nominate for continued service as directors five of our six current directors for their “independence,” as defined by the NYSE listing standards. The Nominating/Corporate Governance Committee will continue to assess the appropriate balance of skills and characteristics required of members of the Board of Directors and will actively seek to broaden the diversity composition of the Board of Directors. 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 skills and characteristics required of the Board of Directors to fulfill its responsibilities. Further, to fill the vacancy on the Board of Directors recently created by Mr. Liebowitz’s retirement, the Nominating/Corporate Governance Committee is committed to prioritizing for nomination a qualified director candidate who, among other qualifications, will bring diversity to the Board of Directors on the basis of race, gender, national origin, religion, or sexual orientation or identity. (For additional information regarding the evaluation of our director candidates, see “Nominating/Corporate Governance Committee” discussion on pages 11-13 of this Proxy Statement.)

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We believe that sound corporate governance strengthens the accountability of our Board of Directors and management and promotes the long-term interest of stockholders. For a more detailed description of our governance policies and procedures, please see the discussions above in this “Corporate Governance and Related Matters” section, as well as “Anti-Hedging and Anti-Pledging Policy” at page 26 of this Proxy Statement.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT OF SHARES

The following table sets forth the beneficial ownership of Getty common stock as of March 2, 2021 of (i) each person who is a beneficial owner of more than 5% of the outstanding shares of Getty common stock, (ii) each director, (iii) the Named Executive Officers (as defined below), and (iv) all directors and executive officers as a group. The number of shares column includes shares as to which voting power and/or investment power may be acquired within 60 days of March 2, 2021 (inclusive of vested Restricted Stock Units (“RSUs”) – see footnote 2 below).

Name and Address of Beneficial Owner(1)	Shares of Common Stock Beneficially Owned	Approximate Percent of Class(2)
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	6,475,315(3)	15.10
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355	5,474,199(4)	12.79
Leo Liebowitz, former Chairman(5)	2,180,610(6)	4.98
Howard B. Safenowitz, Director Includes shares attributable to: Safenowitz Family Corp. - 2,455,747(7)shares (5.61%)	2,984,044(8)	6.82
Milton Cooper, Director c/o Kimco Realty Corporation 500 North Broadway, Ste. 201 Jericho, NY 11753	1,382,836(9)	3.16
Philip E. Coviello, Director	113,435(10)	*
Mary Lou Malanoski, Director	6,000(11)	*
Richard E. Montag, Director	110,308(12)	*
Christopher J. Constant, Director, CEO and President	75,083(13)	*
Mark J. Olear, Executive Vice President and Chief Operating Officer	49,500(14)	*
Joshua Dicker, Executive Vice President, General Counsel and Secretary	70,581(15)	*
Brian Dickman, Executive Vice President, Chief Financial Officer and Treasurer	0(16)
Danion Fielding, Former Vice President, Chief Financial Officer and Treasurer(17)	13,079(18)	*
Directors and executive officers as a group (10 persons)(19)	4,805,867	10.98

*
Total shares beneficially owned constitute less than one percent of the outstanding shares.

(1)
Unless otherwise indicated, the address of each of the named individuals is c/o Getty Realty Corp., 292 Madison Avenue, 9^th Floor, New York, NY 10017-6318.

(2)
The percentage is determined for each stockholder listed by dividing (A) the number of shares shown for such stockholder, by (B) the aggregate number of shares outstanding as of March 2, 2021 plus shares subject to RSUs granted under our 2004 Plan that are vested as of March 2, 2021. No additional RSUs will vest for any individual stockholder named above within 60 days of March 2, 2021. Pursuant to the terms of the RSU award agreements in effect from and after 2009, settlement of vested RSUs is deferred 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 termination of service. 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.

(3)
The information is derived from a Schedule 13G filed by BlackRock, Inc. on January 26, 2021. BlackRock, Inc. has sole power to vote or to direct the vote of 6,377,968 shares and sole power to dispose or to direct the disposition of 6,475,315 shares.

(4)
The information is derived from a Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard”) on February 10, 2021. Vanguard has shared power to vote or direct to vote 114,016 shares; sole power to dispose of or to direct the disposition of 5,328,902 shares; shared power to dispose or to direct the disposition of 145,297 shares.

(5)
Effective February 23, 2021, Mr. Liebowitz resigned from his position as Chairman of the Board and from his role as a director of the Company.

(6)
Includes 3,872 shares held by Mr. Liebowitz’s wife as to which he disclaims beneficial ownership, 56,434 shares held by a charitable foundation of which Mr. Liebowitz is a co-trustee, 439 shares held in the Getty Realty Corp. Retirement and Profit Sharing Plan, 105,751 shares held by Liebowitz Realty, LLC, of which Mr. Liebowitz is co-grantor and manager, 1,350,280 shares held by Leo Liebowitz

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Revocable Trust dated 4/13/20, of which Mr. Liebowitz is the sole beneficiary and a co-trustee; 256,883 shares held by Rose Liebowitz Revocable Trust dated 4/13/2020, of which Mr. Liebowitz is not a beneficiary and is a co-trustee, 310,957 shares held by CLS General Partnership Corp., of which Mr. Liebowitz is a stockholder, 34,200 shares held by Liebowitz 2015 Family Trust, of which Mr. Liebowitz is not a beneficiary and his spouse is the sole trustee, and 37,300 vested RSUs. Of the shares reported as beneficially owned by Mr. Liebowitz, 1,000,000 shares are pledged as collateral for an $8.5 million loan.

(7)
Includes 1,848,092 shares held by Safenowitz Partners, LP, 517,857 shares held by Safenowitz Family Partnership, LP, and 89,798 shares held by Safenowitz Investment Partners. Safenowitz Family Corp. is the general partner of each of Safenowitz Partners, LP, Safenowitz Family Partnership, LP and Safenowitz Investment Partners. Mr. Safenowitz is the president of Safenowitz Family Corp.

(8)
Includes 2,455,747 shares attributable to Safenowitz Family Corp. (see footnote 7 above). Also includes 11,586 shares held by Mr. Safenowitz’s wife, as to which Mr. Safenowitz disclaims beneficial ownership, and 324,537 shares beneficially owned by The Marilyn Safenowitz Irrevocable Trust u/a/d 4/13/00, of which Mr. Safenowitz is the trustee (which Trust shares include 308,097 shares held by CLS General Partnership Corp., of which the Trust is a stockholder). Also includes 37,300 vested RSUs.

(9)
Includes 77,354 shares held by Mr. Cooper’s wife as to which he disclaims beneficial ownership, 134,052 of the shares held by CLS General Partnership Corp., of which Mr. Cooper is a stockholder and 1,096,053 shares beneficially owned by the Milton Cooper 2013 Revocable Trust, of which Mr. Cooper is the sole trustee. Also includes 37,300 vested RSUs.

(10)
Includes 25,983 shares held by a charitable remainder trust of which Mr. Coviello is the trustee, 37,300 vested RSUs, and 942 shares in a testamentary trust formed under Mr. Coviello’s father’s will for the benefit of Mr. Coviello and his children, of which he is a co-trustee.

(11)
Includes 6,000 vested RSUs.

(12)
Includes 20,446 shares held by Mr. Montag’s wife as to which he disclaims beneficial ownership and 34,800 vested RSUs.

(13)
Includes 74,250 vested RSUs.

(14)
Includes 49,380 vested RSUs.

(15)
Includes 70,380 vested RSUs.

(16)
Effective December 14, 2020, Mr. Dickman was appointed Executive Vice President, Chief Financial Officer and Treasurer of the Company.

(17)
Effective December 11, 2020, Mr. Fielding resigned from his positions with the Company as Vice President, Chief Executive Officer and Treasurer.

(18)
Includes 13,000 vested RSUs.

(19)
Includes Eugene Shnayderman, who was and is an executive officer and reporting person for purposes of Section 16(a) of the Exchange Act as of March 2, 2021. Excludes Mr. Liebowitz and Mr. Fielding as they were not a director or executive officer, respectively, as of March 2, 2021.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee is responsible for setting and administering the compensation policies and practices for the executive officers of the Company. The Company’s executive compensation program consists primarily of the following elements: base salary, cash incentive compensation, equity compensation and retirement plans. We do not utilize compensation policies or practices that create risks which are reasonably likely to have a material adverse effect on the Company.

This “Compensation Discussion and Analysis” section describes generally the compensation policies and practices that the Company applies to our Chief Executive Officer (“CEO”), Christopher J. Constant, Chief Operating Officer and Chief Investment Officer, Mark J. Olear, our General Counsel, Joshua Dicker, our Chief Financial Officer (“CFO”), Brian Dickman, and our former CFO, Danion Fielding (each of the foregoing, a “Named Executive Officer” or “NEO”). Mr. Fielding resigned from his positions with the Company effective December 11, 2020 and Mr. Dickman succeeded Mr. Fielding effective as of December 14, 2020. For additional details about our NEOs for 2020, see “Executive Officers” at page 14 of this Proxy Statement and “Summary Compensation Table” at page 27 of this Proxy Statement.

2020 Company Performance Highlights

The following presents a summary of certain financial and operational highlights achieved by the Company in 2020 which, among other factors, were considered by the Compensation Committee in reaching its determinations regarding the performance and compensation of our NEOs. (See our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2020, for additional details regarding each of these highlights.)

• Strong Financial Performance. 2020 was a highly productive year for the Company, despite numerous COVID-related challenges, as our performance and market position yielded strong returns and the Company delivered on its key financial objectives. For the year ended December 31, 2020, the Company reported net earnings of $69.4 million, or $1.62 per diluted share, as compared to net earnings of $49.7 million, or $1.19 per diluted share, in the prior year; funds from operations (“FFO”) of $99.3 million, or $2.32 per diluted share, as compared to FFO of $77.8 million, or $1.86 per diluted share, in the prior year; and adjusted funds from operations (“AFFO”) of $79.1 million, or $1.84 per diluted share, as compared to AFFO of $71.8 million, or $1.72 per diluted share, in the prior year.¹ The Company also increased its annual dividend rate by 5.6% to an annualized rate of $1.56 per share, making 2020 the sixth consecutive year that the Company’s Board of Directors significantly increased the Company’s recurring cash dividend rate. For the year ended December 31, 2020, the Company declared $64.8 million of dividends, or $1.50 per share, as compared to $59.4 million of dividends, or $1.42 per share, in the prior year, representing an increase of approximately 5.6% on a per share basis.

• Expanded Real Estate Portfolio. During the year ended December 31, 2020, the Company acquired 34 properties for an aggregate investment of $150 million at an accretive initial weighted average yield of approximately 7%. As a result of these transactions, the Company added a number of high-quality tenants and properties and diversified its tenant base.

• Broadened Redevelopment Program. In 2020, the Company continued to advance and enlarge its redevelopment program, which seeks to unlock embedded value within its existing net lease portfolio by taking certain of our convenience store and gasoline station properties and redeveloping them into either a new convenience and gasoline use or an alternative single-tenant net-lease retail use with higher returns. In 2020, rent commenced on six redevelopment projects. The Company invested a total of $3.6 million in these completed projects and expects to generate an incremental return on its investment of approximately 20%. As of December 31, 2020, the Company had six properties under active redevelopment for alternative uses. In addition to these six properties, as of December 31, 2020, the Company had signed new leases on four other properties which will be recaptured from the Company’s net lease portfolio and transferred to

1
AFFO and FFO are non-GAAP measures. For a description of how Getty calculates AFFO and FFO and for a reconciliation of these non-GAAP measures to the nearest comparable GAAP measure, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report on our Form 10-K for the year ended December 31, 2020. Net earnings and FFO increases for the year ended December 31, 2020 included a $20.5 million legal settlement in favor of the Company.

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redevelopment when appropriate permits and approvals have been secured, and the Company had also exercised, or was in planning stages to exercise, recapture rights on various other properties from its net lease portfolio for redeployment to the redevelopment program.

• Active Asset Management. The Company advanced its portfolio management objectives during the year by selling eleven properties (generating $6.0 million of gross proceeds) and exiting ten third-party leases. At the conclusion of 2020, the Company’s net lease portfolio occupancy rate was 99.3%.

• Strengthened the Company’s Balance Sheet for Growth Initiatives. In 2020, the Company optimized its balance sheet for future growth, including by:

○ maintaining strong credit metrics, such as a Fixed Charge Coverage Ratio of 3.7x* and a Net Debt to EBITDA Ratio of 4.9x^*;

○ issuing $64.4 million of shares under the Company’s at-the-market equity offering program;

○ in December 2020, issuing $175.0 million of senior unsecured notes maturing in 2030, and bearing interest at a fixed rate of 3.4%, in private placement transactions with institutional insurance company investors. In connection with the issuance of these notes, the Company was able to pay off its $100 million 6.0% senior unsecured notes maturing in 2021 and the majority of the amount drawn on its revolving credit facility; and

○ reduced the Company’s environmental reserve to bring the reported liability to less than $50 million.

• Navigated COVID-Related Operational Challenges. During 2020, the Company navigated multiple challenges to its business and operations, including:

○ a rapid and successful transition to a 100% remote working environment from late March through late June 2020 and rigorous in-office COVID-19 protocols thereafter, including de-densification strategies and other hygiene rules and practices to maintain a safe workplace; initiated Company-wide meetings to address operational needs, maintain productivity and improve interdepartmental connectivity and employee morale; and

○ implementation of a Company strategy to address operational challenges concerning tenant rent collection, realizing collection rates of between 95%-99% during COVID-impact months, and collecting substantially all deferred rent due to the Company through the end of the fourth quarter of 2020.

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 total compensation package that is adequate to retain them, encourage and motivate their high performance and promote their accountability. 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 adequate 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 the foregoing 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 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

*
Capitalized terms are as defined in the Company’s Restated Credit Agreement, Fifth Amended and Restated Prudential Note Purchase Agreement, MetLife Note Purchase Agreement, First Amendment to the AIG Note Purchase Agreement, and First Amended and Restated Mass Mutual Note Purchase Agreement. Calculations are as of December 31, 2020.

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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 96% of votes cast on the say-on-pay proposal in our 2020 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.

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). For 2020 however, Mr. Constant did not review or make compensation recommendations to the Compensation Committee for Mr. Dickman, Getty’s Executive Vice President, CFO and Treasurer, or for Mr. Fielding, Getty’s former Vice President, CFO and Treasurer, for the following reasons: With respect to Mr. Dickman, his total compensation parameters had principally been established by the Compensation Committee when he was hired on December 14, 2020 and accordingly he was not included in the annual NEO compensation review process undertaken by the Compensation Committee as part of its normal cycle in 2021, and with respect to Mr. Fielding, he had resigned from his positions with the Company effective December 11, 2020 and accordingly forfeited discretionary compensation components attributable to 2020. (For further information see “Management Changes in 2020” described below in this Proxy Statement.)

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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 of 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 its Charter. 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 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 (other than Mr. Dickman and Mr. Fielding for the reasons discussed herein):

NEO	2020 Individual Performance Highlights
Mr. Christopher J. ConstantPresident and Chief Executive Officer	•	Successfully led the Company’s strategies and growth platform, which saw Getty outperform its internal plans and its peer group despite numerous COVID-related challenges;
	•	Achieved increased value to stockholders by increasing the Company’s AFFO per share by 7.0% to an annual rate of $1.84/share;
	•	Delivered increased value to stockholders by increasing the Company’s annual dividend rate by 5.4% to an annual rate of $1.56/share;
	•	Provided strategic oversight over the Company’s capital markets initiatives and strengthened balance sheet, including paying off substantially all indebtedness under the Company’s revolving credit facility;
	•	Maintained excellent relationships and the Company’s investment grade rating of BBB-IG rating from Fitch Ratings, life insurance and banks;
	•	Continued investor outreach by holding 40 separate meetings;
	•	Successfully recruited a new, highly qualified CFO without incurring placement or recruiting costs; and
	•	Successfully transitioned Getty to 100% remote working environment during COVID-19 pandemic, including initiating Company-wide meetings to maintain productivity, improve interdepartmental connectivity and boost employee morale.

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NEO	2020 Individual Performance Highlights
Mr. Mark J. Olear Executive Vice President, Chief Investment Officer and Chief Operating Officer	•	Sourced and managed the review and underwriting of more than $2 billion of actionable investment opportunities, resulting in the closing of $150 million in acquisitions in the aggregate;
	•	Grew the Company’s acquisition pipeline by executing purchase agreements and letters of intent on numerous in-process acquisitions;
	•	Successfully advanced the Company’s redevelopment program by completing six projects, and executing other leases and letters of intent for redevelopment projects expected to generate incremental net operating income;
	•	Oversaw the Company’s environmental remediation program, resulting in a reduction in reported environmental liability by $2.6 million;
	•	Effectively managed the Company’s assets, including disposing of eleven properties and exiting ten third-party leased sites;
	•	Led and managed Company’s office relocation and oversaw real estate department reorganization; and
	•	Successfully ensured collection of rent despite COVID-related challenges.
Mr. Joshua Dicker Executive Vice President, General Counsel and Secretary	•	Successfully led the Company’s legal compliance, regulatory affairs and tenant compliance programs;
	•	Effectively led and managed the structuring, negotiation and documentation of the Company’s real estate transactions, including for acquisitions, unitary leases and amendments;
	•	Effectively managed the Company’s litigation portfolio, including successful settlement of certain significant cases on favorable terms;
	•	Provided effective corporate governance oversight and advice to the Company’s Board of Directors, including leading SEC compliance and disclosure management, and successfully implementing new governance policies consistent with industry best practices;
	•	Structured, negotiated, and documented COVID-related tenant rent deferral or abatement arrangements;
	•	Managed asset disposition process and documentation;
	•	Managed risk and insurance programs;
	•	Provided oversight of tenant lease compliance programs; and
	•	Managed implementation of project for mass digitizing of all historical Getty legal and real estate files.

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The compensation of the CEO is discussed, deliberated upon and approved 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 2020, the Compensation Committee did not engage the services of a compensation consultant and did not benchmark compensation elements against a peer group.

The primary elements of compensation for our NEOs are the following:

• Base salary;

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

• Retirement and other plans; and

• Perquisites and other benefits.

Management Changes in 2020

In connection with his commencement of employment in December 2020, the Compensation Committee set Mr. Dickman’s annual base salary at $415,000, approved the grant of an initial equity award of 15,000 restricted stock units (“RSUs”) under the 2004 Plan, and authorized a guaranteed 2020 year-end bonus of $250,000, such bonus being contingent upon Mr. Dickman not voluntarily terminating his employment or being terminated for cause (as such term is defined in the 2004 Plan) prior to the bonus payment date. Mr. Dickman’s cash bonus was paid at the same time that year-end cash bonuses were paid to Messrs. Constant, Olear and Dicker as described below. Additionally, in connection with his commencement of employment in December 2020, Mr. Dickman received a contingent grant of 15,000 RSUs under the 2004 Plan, subject to further Compensation Committee approval, to be made consistent with the Company’s normal annual equity grant program for other NEOs. This contingent grant of 15,000 restricted stock units was approved by the Compensation Committee and made to Mr. Dickman at the same time that annual grants of restricted stock units under the 2004 Plan were approved by the Compensation Committee and made to Messrs. Constant, Olear and Dicker as described below.

Following 2021, Mr. Dickman will be eligible for annual discretionary bonuses based on performance and equity award grants in a manner consistent with the Company’s practices for senior management. Mr. Dickman will also be entitled to participate in the Company’s benefit programs applicable generally to employees and executive officers.

In connection with his resignation, Mr. Fielding entered into a consulting agreement with the Company for the period from December 14, 2020 through March 31, 2020 and receives $25,000 per month (subject to proration for any partial month, including with respect to December 2020), payable monthly in arrears in accordance with the Company’s normal payroll practices. In addition, Mr. Fielding became entitled to his benefits under the Company’s nonqualified deferred compensations plans in accordance with the terms of the plans, and his vested RSUs. Mr. Fielding was not paid a bonus with respect to his services in 2020.

Base Salary

The Compensation Committee examines whether each NEO’s base salary is competitive and appropriate in view of such person’s role, level of responsibility, experience and value to the Company, and relative to achieving the overall goals of the compensation program for all NEOs. The Compensation Committee reviews base salaries annually and in the interim if an executive officer’s position or responsibilities change or if the Committee believes it is otherwise necessary or appropriate to do so. Salaries are not automatically increased on an annual basis if the Committee believes that a raise is not warranted by either individual or Company performance, or that other forms of compensation are more appropriate to advance compensation program objectives.

As part of its process and in order to achieve the overall goals of Getty’s executive compensation program, the Compensation Committee determined to increase base salaries in 2021 from those in effect in 2020 by the following amounts for the following NEOs: Mr. Constant’s base salary for 2021 was increased by 4.7%, and base salaries for 2021 for each of Messrs. Olear and Dicker were increased by 3.4% and 6.4%, respectively. Additionally, as described above, Mr. Dickman’s initial base salary for 2020 and 2021 was set at $415,000. Mr. Fielding’s base salary for 2020 of $282,500 was paid through the date of his resignation.

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Incentive Compensation

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 Company’s overall performance and success, 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 2021, the Compensation Committee approved discretionary cash bonuses as reflected in the Summary Compensation Table for 2020. Specifically, Mr. Constant was paid a cash bonus of $400,000, Mr. Olear and Mr. Dicker were each paid a cash bonus of $270,000 and Mr. Dickman was paid a non-discretionary cash bonus for 2020 of $250,000. Mr. Dickman will be eligible for discretionary cash bonuses consistent with other NEOs in respect of his performance for 2021 and thereafter. Mr. Fielding was not awarded a discretionary cash bonus for 2020.

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, other than stock options, to eligible individuals. 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, for all such RSU awards granted from and after 2009, are settled, in the discretion of the Compensation Committee, in cash or in shares of 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, 2017 and 2018) or termination of employment. Settlement of vested RSUs granted prior to 2009 is deferred until termination of service pursuant to the award agreements in effect prior to 2009. All award agreements also provide for vesting of unvested RSUs in the discretion of, and subject to approval by, the Compensation Committee, in the event of the “Retirement” (as defined in the award agreement) of the subject executive officer.

The Compensation Committee’s determination in February 2021 to grant RSUs under the annual equity grant program to Messrs. Constant, Olear and Dicker was in keeping with its annual practice of using RSUs as part of the compensation program and was based on the Committee’s determination that an annual grant of RSUs fosters the equivalent of stock ownership by the Company’s executive officers, thereby aligning their personal interests with the long-term interests of the Company’s stockholders, and also encourages executive retention because the awards vest over a five-year period. The size of the annual equity award granted to each NEO is commensurate with the role and responsibilities of such NEO and with historical trends.

In February 2021, the Compensation Committee approved RSU grants to the NEOs (excluding Mr. Fielding whose employment terminated in December 2020) in accordance with its annual equity grant program, based on each NEO’s individual performance during 2020 (except for Mr. Dickman) and in furtherance of the overall goals of Getty’s executive compensation program as described above, in the following amounts: 30,000 RSUs to Mr. Constant, 21,750 RSUs to Mr. Olear, and 21,750 RSUs to Mr. Dicker. At the same time, the Compensation Committee approved the grant of 15,000 RSUs to Mr. Dickman as had been contemplated, subject to further Compensation Committee approval, at the time Mr. Dickman commenced his employment. See “Management

25

Changes in 2020” described above in this Proxy Statement. All of these RSU grants to NEOs will be reflected in the “2021 Grants of Plan-Based Awards” table that will be included in our Proxy Statement for the annual meeting of stockholders to be held in 2022. All such RSU grants include related dividend equivalents.

Retirement Plans

Getty has a retirement and profit sharing plan with 401(k) deferred savings plan provisions (the “Retirement Plan”) for employees, including our NEOs, meeting certain service requirements. An annual discretionary profit sharing contribution to the Retirement Plan is determined by the Board of Directors. The contribution is calculated as a percentage of the sum of (i) the employee’s compensation (as defined in the Retirement Plan) up to the maximum allowed under Internal Revenue Service regulations, and (ii) the excess of that amount over the social security taxable wage base. For 2020, the Board of Directors elected to contribute 1% of that sum for each eligible employee. This percentage was consistent with prior years. Under the terms of the Retirement Plan, the Company matches 50% of each participating employee’s elective contribution to the Retirement Plan, but in no event more than 3% of the employee’s compensation. The Company’s contributions to the Retirement Plan vest in accordance with a six-year vesting schedule and are paid upon retirement, death, disability, or termination of employment, as described more fully in the Retirement Plan.

Getty also has the Supplemental Retirement Plan for NEOs and other senior management employees. The Board of Directors has sole discretion to select annually the eligible employees for whom contributions will be made. 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 his trust account an amount equal to 10% of his compensation (as defined in the Supplemental Retirement Plan), reduced by the amount of any contributions allocated to such employee by the Company under the 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 bankruptcy of Getty or any of its subsidiaries. An employee’s account vests in the same manner as under the Retirement Plan and is paid upon separation of service from the Company. Under the Supplemental Retirement Plan, during any year, the Board of Directors may elect not to make any payment to the account of any or all eligible employees.

In connection with his hiring effective December 14, 2020, Mr. Dickman became entitled to participate in the Retirement Plan and the Company’s other benefit programs applicable generally to employees and executive officers, including the Supplemental Retirement Plan for NEOs.

Anti-Hedging and Anti-Pledging Policy

In February 2019, the Company implemented an Anti-Hedging and Anti-Pledging Policy (the “Policy”) that prohibits employees (including our executive officers) and directors from (i) engaging in any short sales (including short sales “against the box”), transactions in puts, calls or other derivative securities involving the Company’s securities, on an exchange or in any other organized market, or hedging transactions and (ii) holding Company securities in a margin account or pledging Company securities as collateral for a loan. The only exception to the Policy was the pledge by Mr. Liebowitz of 1,000,000 shares of the Company’s common stock as security for an $8.5 million loan with UBS, which was excepted from the Policy after consideration by the Board of Directors because such pledge existed prior to the adoption of the Policy. Mr. Liebowitz retired from the Board of Directors effective February 23, 2021.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management as required by Item 402(b) of Regulation S-K, and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Compensation Committee:

Milton Cooper (Chairman)

Philip E. Coviello

Richard E. Montag

Howard B. Safenowitz

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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.

Name and Principal Position	Year	Salary	Bonus	Stock Awards(1)	Option Awards	Non Equity Incentive Plan Compen- sation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compen- sation(2)	Total Compen- sation
		($)	($)	($)	($)	($)	($)	($)	($)
Christopher J. Constant President and Chief Executive Officer	2020	522,692	400,000	724,500	0	0	0	67,572	1,714,764
	2019	511,538	355,000	746,775	0	0	0	66,572	1,679,885
	2018	493,654	340,000	435,225	0	0	0	65,072	1,333,951
Mark J. Olear Executive Vice President, Chief Investment Officer and Chief Operating Officer	2020	433,269	270,000	533,232	0	0	0	54,372	1,290,873
	2019	424,615	245,000	547,635	0	0	0	53,622	1,270,872
	2018	410,385	235,000	323,310	0	0	0	52,372	1,021,067
Joshua Dicker Executive Vice President, General Counsel and Secretary	2020	388,269	270,000	533,232	0	0	0	49,872	1,241,373
	2019	379,615	245,000	547,635	0	0	0	49,122	1,221,372
	2018	365,385	235,000	323,310	0	0	0	47,872	971,567
Brian Dickman Executive Vice President, Chief Financial Officer and Treasurer	2020	9,577	250,000	432,450	0	0	0	2,104	694,131
Danion Fielding Former Vice President, Chief Financial Officer and Treasurer	2020	280,769	0	353,556	0	0	0	23,433	657,758
	2019	272,692	185,000	365,090	0	0	0	38,060	860,842
	2018	261,538	180,000	198,960	0	0	0	37,060	677,558

(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.

(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.

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All Other Compensation

The following table sets forth information about amounts included in the All Other Compensation column of the Summary Compensation Table.

Name	Year	Profit Sharing Contribution	Company Match Under 401(k) Provisions	Supplemental Retirement Plan	Life Insurance(1)	Perquisites and Other Personal Benefits(2)	Total All Other Compensation
		($)	($)	($)	($)	($)	($)
Christopher J. Constant	2020	4,323	8,550	39,627	1,872	13,200	67,572
	2019	4,271	8,400	38,829	1,872	13,200	66,572
	2018	4,216	8,250	37,534	1,872	13,200	65,072
Mark J. Olear	2020	4,323	8,550	30,627	1,872	9,000	54,372
	2019	4,271	8,400	30,079	1,872	9,000	53,622
	2018	4,216	8,250	29,034	1,872	9,000	52,372
Joshua Dicker	2020	4,323	8,550	26,127	1,872	9,000	49,872
	2019	4,271	8,400	25,579	1,872	9,000	49,122
	2018	4,216	8,250	24,534	1,872	9,000	47,872
Brian Dickman	2020	102	0	1,627	0	375	2,104
Danion Fielding (former NEO)	2020	4,323	8,550	0	1,560	9,000	23,433
	2019	4,271	8,400	14,829	1,560	9,000	38,060
	2018	4,216	8,250	14,034	1,560	9,000	37,060

(1)
All life insurance policy premiums relate to term life insurance policies.

(2)
Perquisites and Other Personal Benefits consist only of an automobile allowance.

2020 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 2020 total compensation of $1,714,764, as reflected in the Summary Compensation Table included in this Proxy Statement. We estimate that the median annual compensation for all employees of the Company, excluding our Chief Executive Officer, was $219,749 for 2020. As a result, Mr. Constant’s 2020 annual compensation was approximately eight (8) times that of the median annual compensation for all employees.

To identify the median of the annual total compensation of all our employees, as well as 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:

(1)
We determined that, as of December 31, 2020, our employee population consisted of 30 individuals other than Mr. Constant. We selected December 31, 2020, which is within the last three months of 2020, as the date upon which we would identify the “median employee.”

(2)
We identified our median employee based on the annual total compensation paid during the fiscal year ended December 31, 2020, calculated consistent with the disclosure requirements of executive compensation under Item 402(c)(2)(x) of Regulation S-K. In addition, 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, 2020 were calculated consistent with the disclosure requirements of executive compensation under Item 402(c)(2)(x) of Regulation S-K. 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.

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2020 Grants of Plan Based Awards

Name	Board Action Date	Grant Date	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 (#)(1)	All Other Option Awards: Number of Securities Underlying Options (#)	Grant Date Fair Value of Stock and Option Awards ($)(2)
			Threshold	Target	Maximum	Threshold	Target	Maximum
			($)	($)	($)	(#)	(#)	(#)
Christopher J. Constant	2/25/20	3/2/20	0	0	0	0	0	0	25,000	0	$724,500
Mark J. Olear	2/25/20	3/2/20	0	0	0	0	0	0	18,400	0	533,232
Joshua Dicker	2/25/20	3/2/20	0	0	0	0	0	0	18,400	0	533,232
Brian Dickman	12/14/20	12/14/20							15,000	0	432,450
Danion Fielding (former NEO)	2/25/20	3/2/20	0	0	0	0	0	0	12,200	0	353,556

(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.

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

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2020 Outstanding Equity Awards at Year-End

The following table provides information as to outstanding Stock Options and RSUs held by each of the NEOs at December 31, 2020.

	Option Awards(1)						Stock Awards
Name	Number of Securities Underlying Unexercised Options	Number of Securities Underlying Unexercised Options	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Grant Date	Number of Shares or Units of Stock That Have Not Vested(2)	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
	(#) Exercisable	(#) Unexercisable	(#)	($)			(#)	($)	(#)	($)
Christopher J Constant						3/2/20	25,000	688,500
						3/1/19	18,000	495,720
						3/1/18	10,500	289,170
						3/1/17	6,000	165,240
						3/9/16	3,000	82,620
Mark J. Olear						3/2/20	18,400	506,736
						3/1/19	13,200	363,528
						3/1/18	7,800	214,812
						3/1/17	4,400	121,176
						3/9/16	2,000	55,080
Joshua Dicker						3/2/20	18,400	506,736
						3/1/19	13,200	363,528
						3/1/18	7,800	214,812
						3/1/17	4,400	121,176
						3/9/16	2,000	55,080
Brian Dickman						12/14/20	15,000	413,100
Danion Fielding (former NEO)						3/2/20	0	0
						3/1/19	0	0
						3/1/18	0	0
						3/1/17	0	0
						3/9/16	0	0

(1)
The term of the Company’s Stock Option Plan expired in 2008. Stock Options may no longer be granted pursuant to the Stock Option Plan. There are no stock options outstanding under the Stock Option Plan.

(2)
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.

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2020 Option Exercises and Stock Vested

The following Option Exercises and Stock Vested table provides additional information about the stock awards that vested during the year ended December 31, 2020.

	Option Awards(1)		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)(2)	Value Realized on Vesting ($)(3)
Christopher J. Constant	N/A	N/A	15,500	449,190
Mark J. Olear	N/A	N/A	11,600	336,168
Joshua Dicker	N/A	N/A	11,600	336,168
Brian Dickman	N/A	N/A	0	0
Danion Fielding (former NEO)	N/A	N/A	6,000	173,880

(1)
The term of the Company’s Stock Option Plan expired in 2008. Stock options may no longer be granted pursuant to the Stock Option Plan. There are no stock options outstanding under the Stock Option Plan.

(2)
Reflects the number of RSUs that vested during 2020.

(3)
Reflects an amount equal to the number of RSUs that vested in 2020 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.

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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	38,829	33,718	0	298,746
Vested RSUs	0	449,190	(239,518)	0	1,549,125
Total	0	488,019	(205,800)	0	1,847,871
Mark J. Olear
Supplemental Retirement Plan	0	30,079	28,073	0	221,462
Vested RSUs	0	336,168	(144,624)	0	980,424
Total	0	366,247	(116,551)	0	1,201,886
Joshua Dicker
Supplemental Retirement Plan	0	25,579	28,948	0	350,569
Vested RSUs	0	336,168	(392,919)	0	1,668,924
Total	0	361,747	(363,971)	0	2,019,493
Brian Dickman	0	0	0	0	0
Supplemental Retirement Plan	0	0	0	0	0
Vested RSUs	0	0	0	0	0
Total	0	0	0	0	0
Danion Fielding (former NEO)
Supplemental Retirement Plan	0	14,829	17,309	0	83,542
Vested RSUs	0	173,880	(45,950)	0	358,020
Total	0	188,709	(28,641)	0	441,562

(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, 2019, 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 2020 Option Exercises and Stock Vested table above.

(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, 2019 to December 31, 2020, for RSUs that vested prior to 2020, and the change in the closing price from the vesting date to December 31, 2020 for RSUs that vested in 2020. 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.

(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 $27.54 per share, the closing price of Getty common stock on December 31, 2020.

Getty maintains the Supplemental Retirement Plan for NEOs and other senior management employees. The Board of Directors has sole discretion to select annually the eligible employees for whom contributions will be made. 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 his or her trust account an amount equal to 10% of such employee’s 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 2020 to the Supplemental Retirement Plan for our NEOs were calculated based upon the definition of eligible compensation in the Supplemental Retirement Plan which excludes everything other than base salary as the basis for computation of eligible compensation. 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. Under the Supplemental Retirement Plan, during any year the Board of Directors may elect not to make any payment to the account of any or all eligible employees.

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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, 2020 of RSUs that would vest upon such termination would be as follows: Mr. Constant - $1,721,250; Mr. Olear - $ 1,261,332; Mr. Dicker - $ 1,261,332; and Mr. Dickman - $413,100. Mr. Fielding resigned from his positions with the Company effective December 11, 2020 and in connection therewith forfeited all unvested RSUs.

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.

Director Compensation

The following text and table discuss the compensation paid to each of our non-employee directors for 2020:

For 2020 (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. In addition, Mr. Safenowitz received a fee of $50,000 for his services as Lead Independent Director. All annual fees payable to directors are paid in four equal quarterly installments.

Non-employee directors are also reimbursed for travel and other expenses related to Company business.

Mr. Liebowitz has served as our Chairman of the Board since 1971 and continued to do so through 2020. Mr. Liebowitz retired as an employee of the Company on June 28, 2013. For 2020, Mr. Liebowitz received an annual fee of $125,000 (paid quarterly) for his services as Chairman of the Board, in addition to the annual director fee of $40,000 paid to all 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 19 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.

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In February 2020, the Compensation Committee approved a grant of 7,000 RSUs to each of the non-employee directors. 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.

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 ($)	Total ($)
Leo Liebowitz	162,500	202,860					365,360
Milton Cooper	50,000	202,860					252,860
Philip E. Coviello	67,500	202,860					270,360
Mary Lou Malanoski	50,000	202,860					252,860
Richard E. Montag	55,000	202,860					257,860
Howard B. Safenowitz	112,500	202,860					315,360

(1)
The Company granted 7,000 RSUs to each non-employee director in 2020, which is the same number granted to each non-employee director in 2019. 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 of the restricted stock award. These RSUs provide for settlement, to the extent vested, upon the earlier of the tenth anniversary of the date of grant (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018), or the termination of service from the Board of Directors. At December 31, 2020, Messrs. Cooper, Coviello, Liebowitz and Safenowitz each had 35,300 vested and 19,200 unvested RSUs outstanding, of which, in each case, 5,600 RSUs vested during the year ended December 31, 2020. At December 31, 2020, Mr. Montag had 32,800 vested and 19,200 unvested RSUs outstanding, of which 5,600 RSUs vested during the year ended December 31, 2020. At December 31, 2020, Ms. Malanoski had 2,600 vested and 14,400 unvested RSUs outstanding, of which 2,000 RSUs vested during the year ended December 31, 2020.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee for calendar year 2020 were Messrs. Cooper, Coviello, Montag and Safenowitz. There were no Compensation Committee interlocks to report in 2020.

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PROPOSAL NO. 2

ADVISORY (NON-BINDING) VOTE

ON EXECUTIVE COMPENSATION (SAY-ON-PAY)

(Item No. 2 on the Proxy Card)

Background

The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, requires that our stockholders have the opportunity to cast an advisory (non-binding) vote on executive compensation, commonly referred to as a “Say-on-Pay” vote.

The Dodd-Frank Act also requires that a “say-on-frequency” vote be held at least every six years. At the Company’s 2017 Annual Meeting, we held a vote, on an advisory basis, on whether to hold an advisory vote on executive compensation every year, every two years, or every three years. Accordingly, the next “say-on-frequency” vote will be held at the Company’s 2023 Annual Meeting. At the 2017 Annual Meeting, the Company’s stockholders voted, on an advisory basis, to recommend that the future advisory votes on executive compensation be held annually, which was consistent with the recommendation of the Board of Directors. Accordingly, we have held an advisory vote on executive compensation at each Annual Meeting since the 2017 Annual Meeting.

The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to approve the advisory vote on executive compensation. For purposes of the advisory vote to approve the Named Executive Officer compensation, abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

The advisory vote on executive compensation is a non-binding vote on the compensation of our NEOs as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement. The Compensation Discussion and Analysis section starts on page 19 of this Proxy Statement. Please read the Compensation Discussion and Analysis section which provides a detailed discussion of our executive compensation program and compensation philosophy, including information about 2020 compensation of our NEOs. This advisory vote on executive compensation is not a vote on our general compensation policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management.

The vote solicited by this Proposal No. 2 is advisory and therefore is not binding on the Company, our Board of Directors or our Compensation Committee. The outcome of the vote will not require the Company, our Board of Directors or our Compensation Committee to take any action and will not be construed as overruling any decision by the Company, our Board of Directors or our Compensation Committee. Furthermore, because this non-binding, advisory vote primarily relates to the compensation of our NEOs that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board of Directors, including our Compensation Committee, values the opinions of our stockholders, and, to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. Stockholders will be asked at the Annual Meeting to approve the following resolution pursuant to this Proposal No. 2:

RESOLVED, that the stockholders of Getty Realty Corp. approve, on an advisory basis, the Named Executive Officer compensation as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in this proxy statement.

Recommendation

The Board of Directors unanimously recommends a vote “FOR” approval of the foregoing resolution. Proxies will be so voted unless stockholders specify otherwise in their proxies.

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REPORT OF THE AUDIT COMMITTEE

To Our Stockholders:

This report addresses our compliance with rules of the Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (the “NYSE”) designed to enhance audit committee effectiveness to improve public disclosure about the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies.

Oversight Responsibilities

The Audit Committee of the Board of Directors of Getty Realty Corp., a Maryland corporation (the “Company”), is responsible for providing objective oversight of the Company’s financial accounting and reporting functions, system of internal control and audit process. The Audit Committee operates under a written charter adopted by the Board of Directors. A copy of the Audit Committee’s Charter is available on the Company’s website located at www.gettyrealty.com and is available in print to any shareholder who requests it.

The Company’s management is responsible for the Company’s system of internal control and its financial reporting process. The independent registered public accountants, PricewaterhouseCoopers LLP, are responsible for performing an independent integrated audit of the Company’s consolidated financial statements and its internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon. The Audit Committee is responsible for the monitoring and oversight of these processes.

Independence/Qualifications

The Board of Directors determined that for the year ended December 31, 2020 each member of the Audit Committee was “independent”, as such term is defined in the listing standards of the NYSE, and that each member who served on the Audit Committee for 2020 is “financially literate”, as such term is defined in the listing standards of the NYSE. The Board of Directors also determined that for the year ended December 31, 2020, Ms. Malanoski and Messrs. Coviello and Montag each qualified as an “audit committee financial expert” under the relevant rules of the SEC and each had the requisite accounting/financial management expertise required by the listing standards of the NYSE.

Sarbanes-Oxley Act Compliance

During the past year, the Audit Committee met regularly with management to assure that the Company’s internal control over financial reporting continued to meet applicable standards under the Sarbanes-Oxley Act and are compliant with the listing standards of the NYSE. The Company’s internal control over financial reporting was reviewed and tested by PricewaterhouseCoopers LLP, our independent auditors. Their report is included in our Annual Report on Form 10-K for the year ended December 31, 2020. At the Audit Committee meeting held on February 23, 2021, the Committee reviewed the Company’s internal control over financial reporting with management and PricewaterhouseCoopers LLP and determined that the Company is in compliance with the requirements applicable to it.

Financial Statements

With regard to our audited financial statements, the Audit Committee has:

(1)
reviewed and discussed the audited financial statements with management and with PricewaterhouseCoopers LLP;

(2)
discussed with PricewaterhouseCoopers LLP those matters required to be discussed under PCAOB standards, including those required by Auditing Standard No. 1301 (Communications with Audit Committees);

(3)
(a) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence, and (b) discussed with PricewaterhouseCoopers LLP their independence; and

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(4)
based upon the review and discussions set forth in paragraphs (1) through (3) above, it was recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC.

Prior to the filing with the SEC of each of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2020, the Audit Committee Chairman or another member of the Audit Committee reviewed with the Company’s management and PricewaterhouseCoopers LLP the Company’s interim financial results to be included in such reports and the matters required to be discussed by Auditing Standard No. 1301.

The report of the Audit Committee should not be deemed incorporated by reference by any general statement incorporating this Proxy Statement by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically incorporates this information by reference, and should not otherwise be deemed filed under the Securities Act or the Exchange Act.

Audit Committee: