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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation - Compensation Discussion and Analysis.” Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K.
Value of Initial Fixed $100
Investment Based on:
Year(1)
Summary
Compensation
Table Total for
PEO ($)(2)
Compensation
Actually Paid
to PEO ($)(3)
Average
Summary Compensation
Table Total for Non-PEO
Named Executive
Officers ($)(4)
Average Compensation
Actually Paid to Non-PEO
Named Executive
Officers ($)(5)
Total
Shareholder
Return ($)(6)
Peer Group
Total
Shareholder
Return ($)(6)(7)
Net Income ($)
(in thousands)(8)
AFFO ($) per
share(9)
2024
$2,621,239
$3,018,429
$1,674,059
$1,915,170
$122.07
$123.10
$71,064
$2.34
2023
$2,796,476
$2,458,666
$1,792,227
$1,579,878
$111.13
$109.09
$60,151
$2.25
2022
$2,210,657
$2,599,157
$1,499,777
$1,757,274
$121.71
$101.64
$90,043
$2.14
2021
$1,917,849
$2,352,194
$1,331,808
$1,596,281
$108.99
$119.33
$62,860
$2.08
2020
$1,714,764
$1,501,844
$971,034
$532,456
$88.78
$90.53
$69,388
$1.94
(1)
In accordance with the SEC rules, five years of information is required under Item 402(v) of Regulation S-K.
(2)
For all years in question, our Principal Executive Officer (PEO) was the Company’s President and Chief Executive Officer, Christopher J. Constant.
(3)
The following table sets forth the adjustments made to arrive at compensation “actually paid” to our PEO during 2024, as shown in the Pay Versus Performance Table:
Adjustments
to Determine
Compensation
“Actually Paid”
for PEO
Deduction
for Amounts
Reported under
the “Stock
Awards”
Column in the
SCT
Increase for
Fair Value
of Awards
Granted during
the year
that Remain
Unvested as of
Year End
Increase for
Fair Value
of Awards
Granted
during the
year that
Vest during
year
Increase/deduction for
Change in Fair Value
from prior Year-end
to current Year-end
of Awards Granted
Prior to year that
were Outstanding and
Unvested as of Year-end
Increase/deduction
for Change in Fair
Value from Prior
Year-end to Vesting
Date of Awards
Granted Prior to
year that Vested
during year
Deduction
of Fair Value
of Awards
Granted Prior
to year that
were Forfeited
or Modified
during year
Dollar Value of
Dividends or other
Earnings Paid on
Stock Awards
prior to Vesting
Date not otherwise
included in Total
Compensation
Total
Adjustments
2024
$(1,381,244)
$1,566,760
$644
$71,890
$(88,110)
$0
$227,250
$397,190
(4)
During 2024, 2023, 2022 and 2021, our remaining NEOs consisted of Mark J. Olear (Chief Operating Officer and Chief Investment Officer), Brian R. Dickman (Chief Financial Officer) . and Joshua Dicker (General Counsel). During 2020, our remaining NEOs were the same NEOs as 2021-2023 with the addition of Danion Fielding (former Chief Financial Officer) who resigned effective December 11, 2020. Mr. Dickman was appointed Chief Financial Officer effective December 14, 2020.
(5)
The following table sets forth the adjustments made to arrive at compensation “actually paid” to our Non-PEO NEOs during 2024, as shown in the Pay Versus Performance Table:
Adjustments
to Determine
Compensation
“Actually Paid”
for Non-PEO
Named
Executive
Officers
Deduction
for Amounts
Reported under
the “Stock
Awards”
Column in the
SCT
Increase for
Fair Value
of Awards
Granted during
the year
that Remain
Unvested as of
Year End
Increase for
Fair Value
of Awards
Granted
during the
year that
Vest during
year
Increase/deduction for
Change in Fair Value
from prior Year-end
to current Year-end
of Awards Granted
Prior to year that
were Outstanding and
Unvested as of Year-end
Increase/deduction
for Change in Fair
Value from Prior
Year-end to Vesting
Date of Awards
Granted Prior to
year that Vested
during year
Deduction
of Fair Value
of Awards
Granted Prior
to year that
were Forfeited
or Modified
during year
Dollar Value of
Dividends or other
Earnings Paid on
Stock Awards
prior to Vesting
Date not otherwise
included in Total
Compensation
Total
Adjustments
2024
$(797,144)
$903,900
$644
$44,548
$(48,566)
$0
$137,730
$241,112
(6)
Total shareholder return is calculated for each year based on a fixed investment of $100 from December 31, 2019, through the end of each applicable year in the table, assuming reinvestment of dividends.
(7)
Our peer group is the same peer group as reported in our Form 10-K pursuant to Item 201(e) of Regulation S-K: Agree Realty Corporation, EPR Properties, Essential Properties Realty Trust, Four Corners Properties Trust, NETSTREIT Corp (was not publicly traded in 2019), and One Liberty Properties. We have chosen these companies as our Peer Group because a substantial segment of each of their businesses is owning and leasing single tenant net lease retail properties.
(8)
Net income is reported as Net Earnings in the Company’s financial statements.
(9)
The Company selected Adjusted Funds from Operations (AFFO) as its Company-selected measure for the reasons set forth below.
       
Company Selected Measure Name Adjusted Funds from Operations (AFFO)        
Named Executive Officers, Footnote
(2)
For all years in question, our Principal Executive Officer (PEO) was the Company’s President and Chief Executive Officer, Christopher J. Constant.
(4)
During 2024, 2023, 2022 and 2021, our remaining NEOs consisted of Mark J. Olear (Chief Operating Officer and Chief Investment Officer), Brian R. Dickman (Chief Financial Officer) . and Joshua Dicker (General Counsel). During 2020, our remaining NEOs were the same NEOs as 2021-2023 with the addition of Danion Fielding (former Chief Financial Officer) who resigned effective December 11, 2020. Mr. Dickman was appointed Chief Financial Officer effective December 14, 2020.
       
Peer Group Issuers, Footnote
(7)
Our peer group is the same peer group as reported in our Form 10-K pursuant to Item 201(e) of Regulation S-K: Agree Realty Corporation, EPR Properties, Essential Properties Realty Trust, Four Corners Properties Trust, NETSTREIT Corp (was not publicly traded in 2019), and One Liberty Properties. We have chosen these companies as our Peer Group because a substantial segment of each of their businesses is owning and leasing single tenant net lease retail properties.
       
PEO Total Compensation Amount $ 2,621,239 $ 2,796,476 $ 2,210,657 $ 1,917,849 $ 1,714,764
PEO Actually Paid Compensation Amount $ 3,018,429 2,458,666 2,599,157 2,352,194 1,501,844
Adjustment To PEO Compensation, Footnote
(3)
The following table sets forth the adjustments made to arrive at compensation “actually paid” to our PEO during 2024, as shown in the Pay Versus Performance Table:
Adjustments
to Determine
Compensation
“Actually Paid”
for PEO
Deduction
for Amounts
Reported under
the “Stock
Awards”
Column in the
SCT
Increase for
Fair Value
of Awards
Granted during
the year
that Remain
Unvested as of
Year End
Increase for
Fair Value
of Awards
Granted
during the
year that
Vest during
year
Increase/deduction for
Change in Fair Value
from prior Year-end
to current Year-end
of Awards Granted
Prior to year that
were Outstanding and
Unvested as of Year-end
Increase/deduction
for Change in Fair
Value from Prior
Year-end to Vesting
Date of Awards
Granted Prior to
year that Vested
during year
Deduction
of Fair Value
of Awards
Granted Prior
to year that
were Forfeited
or Modified
during year
Dollar Value of
Dividends or other
Earnings Paid on
Stock Awards
prior to Vesting
Date not otherwise
included in Total
Compensation
Total
Adjustments
2024
$(1,381,244)
$1,566,760
$644
$71,890
$(88,110)
$0
$227,250
$397,190
       
Non-PEO NEO Average Total Compensation Amount $ 1,674,059 1,792,227 1,499,777 1,331,808 971,034
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,915,170 1,579,878 1,757,274 1,596,281 532,456
Adjustment to Non-PEO NEO Compensation Footnote
(5)
The following table sets forth the adjustments made to arrive at compensation “actually paid” to our Non-PEO NEOs during 2024, as shown in the Pay Versus Performance Table:
Adjustments
to Determine
Compensation
“Actually Paid”
for Non-PEO
Named
Executive
Officers
Deduction
for Amounts
Reported under
the “Stock
Awards”
Column in the
SCT
Increase for
Fair Value
of Awards
Granted during
the year
that Remain
Unvested as of
Year End
Increase for
Fair Value
of Awards
Granted
during the
year that
Vest during
year
Increase/deduction for
Change in Fair Value
from prior Year-end
to current Year-end
of Awards Granted
Prior to year that
were Outstanding and
Unvested as of Year-end
Increase/deduction
for Change in Fair
Value from Prior
Year-end to Vesting
Date of Awards
Granted Prior to
year that Vested
during year
Deduction
of Fair Value
of Awards
Granted Prior
to year that
were Forfeited
or Modified
during year
Dollar Value of
Dividends or other
Earnings Paid on
Stock Awards
prior to Vesting
Date not otherwise
included in Total
Compensation
Total
Adjustments
2024
$(797,144)
$903,900
$644
$44,548
$(48,566)
$0
$137,730
$241,112
       
Compensation Actually Paid vs. Total Shareholder Return
The chart below provides a comparison between the Company total shareholder return against the total shareholder return of our peer group for 2020, 2021, 2022, 2023, and 2024.
       
Compensation Actually Paid vs. Net Income
The chart below illustrates the correlation between NEO compensation actually paid (CAP) and net income for 2020, 2021, 2022, 2023, and 2024.
*
Net income for the year ended December 31, 2022, included a credit of $22.2 million related to the removal of reserves for unknown environmental remediation obligations at certain properties.
       
Compensation Actually Paid vs. Company Selected Measure
The chart below illustrates the correlation between NEO compensation actually paid (CAP) and AFFO per share for 2020, 2021, 2022, 2023, and 2024.
       
Total Shareholder Return Vs Peer Group
The chart below provides a comparison between the Company total shareholder return against the total shareholder return of our peer group for 2020, 2021, 2022, 2023, and 2024.
       
Tabular List, Table
List of Most Important Financial Performance Measures
The following table outlines what we believe to be our NEO’s key performance measures, in no particular order, given our status as a REIT. These key performance measures are further described in “2024 Company Performance Highlights” section on page 40 of this Proxy Statement.
KEY PERFORMANCE MEASURES
Adjusted Funds from Operations (AFFO) per share
Net Debt to EBITDA
Annual Base Rent
Portfolio Diversification
We believe Adjusted Funds from Operations (AFFO) per share to be the most significant measure in determining the compensation of our NEOs because we believe it best reflects the core operating performance of our portfolio. In addition, AFFO per share is generally considered by analysts and investors to be an appropriate supplemental non-GAAP measure of performance for REITs and has utility in comparing our core operating performance between periods and to the core operating performance of comparable real estate companies.
       
Total Shareholder Return Amount $ 122.07 111.13 121.71 108.99 88.78
Peer Group Total Shareholder Return Amount 123.1 109.09 101.64 119.33 90.53
Net Income (Loss) $ 71,064,000 $ 60,151,000 $ 90,043,000 $ 62,860,000 $ 69,388,000
Company Selected Measure Amount | $ / shares 2.34 2.25 2.14 2.08 1.94
PEO Name Christopher J. Constant Christopher J. Constant Christopher J. Constant Christopher J. Constant Christopher J. Constant
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Funds from Operations (AFFO) per share        
Non-GAAP Measure Description
We believe Adjusted Funds from Operations (AFFO) per share to be the most significant measure in determining the compensation of our NEOs because we believe it best reflects the core operating performance of our portfolio. In addition, AFFO per share is generally considered by analysts and investors to be an appropriate supplemental non-GAAP measure of performance for REITs and has utility in comparing our core operating performance between periods and to the core operating performance of comparable real estate companies.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Annual Base Rent        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net Debt to EBITDA        
Measure:: 4          
Pay vs Performance Disclosure          
Name Portfolio Diversification        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 397,190        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,381,244)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,566,760        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 71,890        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 644        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (88,110)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 227,250        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 241,112        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (797,144)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 903,900        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 44,548        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 644        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (48,566)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 137,730