XML 44 R2.htm IDEA: XBRL DOCUMENT v3.25.1
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 COMPARISON
The information below presents the relationship between the compensation of our Named Executive Officers and certain performance measures in accordance with Item 402(v) of Regulation S-K. The amounts presented in the tables below do not necessarily represent amounts actually earned or realized by our Named Executive Officers for the respective years. For a detailed discussion of our compensation programs and pay for performance philosophy, please refer to the “Compensation Discussion and Analysis” section above.
Year
Summary Compensation Table Total for CEO ($)(1)
Compensation Actually Paid to CEO ($)(2)
Average Summary Compensation Table Total for Non-CEO NEOs ($)(3)
Average Compensation Actually Paid to Non-CEO NEOs ($)(2)(3)
Value of Initial Fixed $100 Investment Based On:Net Income
($) (In Millions)
FFO per Diluted Share/Unit(5)
Total Shareholder Return ($)
Peer Group Total Shareholder Return ($)(4)
20246,617,506 6,952,717 2,279,283 2,367,001 136.6 117.6 296.0 2.65 
20236,413,736 6,471,113 2,187,401 2,179,595 139.5 112.0 285.8 2.44 
20225,675,125 5,009,154 1,946,025 1,758,889 124.7 100.6 381.6 2.28 
20215,242,451 10,913,430 1,853,333 3,779,800 167.0 134.1 277.2 1.97 
20207,123,032 7,607,552 2,095,731 2,439,650 104.2 94.9 200.2 1.84 
(1)The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Baccile, in the Summary Compensation Table for the years ended December 31, 2024, 2023, 2022, 2021 and 2020. Mr. Baccile served as CEO for each of the years presented.
(2)The dollar amounts represent the amount of “compensation actually paid,” as computed in accordance with Item 402(v) of Regulation S-K. The tables below these footnotes show the steps taken to compute such amounts paid to the CEO and non-CEO NEOs in accordance with Item 402(v) of Regulation S-K.
(3)The dollar amounts in this column reflect the average compensation reported for our NEOs, other than our CEO, in the Summary Compensation Table for the years ended December 31, 2024, 2023, 2022 and 2021 and Mr. Yap, Mr. Musil, Mr. Schultz and David Harker, the Company’s former Executive Vice President - Central Region for the year ended December 31, 2020.
(4)Reflects cumulative total shareholder return of the FTSE Nareit All Equity REIT Index (the “FTSE Index”), which is the index used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
(5)FFO represents net income available to common stockholders, unitholders and participating securities, plus depreciation and other amortization of real estate, plus impairment of real estate, minus gain (or plus loss) on sale of real estate, adjusted for any associated income tax provision or benefits. Similar adjustments are made for our share of net income from an unconsolidated joint venture. FFO is a non-GAAP financial measure created by Nareit as a supplemental measure of REIT operating performance that excludes certain items from net income determined in accordance with GAAP. FFO is calculated by the Company in accordance with the definition adopted by the Board of Governors of Nareit and therefore may not be comparable to other similarly titled measures of other companies.
Year20242023202220212020
CEO
Summary Compensation Table (SCT) Total Compensation ($)6,617,506 6,413,736 5,675,125 5,242,451 7,123,032 
Adjustments for stock awards:
Reported Value of Equity Awards in SCT ($) (3,810,539)(3,714,199)(3,165,627)(2,113,787)(4,417,536)
Fair Value of Equity Awards Granted in the Year and Unvested ($)3,898,748 3,758,544 2,957,058 3,873,565 4,302,696 
Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Years ($) 223,528 102,783 (938,114)2,695,084 67,385 
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) — — — — 197,042 
Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)(207,851)(292,753)199,495 1,017,850 176,696 
Value of Dividends or other Earnings Paid on Awards ($)231,325 203,002 281,217 198,267 158,237 
Compensation Actually Paid ($)(1)(2)
6,952,717 6,471,113 5,009,154 10,913,430 7,607,552 
Non-CEO NEOs
SCT Total Compensation ($)2,279,283 2,187,401 1,946,025 1,853,333 2,095,731 
Adjustments for stock awards:
Reported Value of Equity Awards in SCT ($)(994,037)(963,439)(807,314)(702,519)(1,155,169)
Fair Value of Equity Awards Granted in the Year and Unvested ($)1,017,590 974,392 754,115 1,287,373 1,180,911 
Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Years ($)58,722 27,602 (293,287)797,355 44,592 
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)— — — — 17,231 
Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)(53,806)(107,620)69,244 463,324 183,406 
Value of Dividends or other Earnings Paid on Awards ($)59,249 61,259 90,106 80,934 72,948 
Compensation Actually Paid ($)(1)(2)
2,367,001 2,179,595 1,758,889 3,779,800 2,439,650 
(1)Fair value or change in fair value, as applicable, of equity awards in “Compensation Actually Paid” was determined by reference to (a) for Time-Based Units and Time-Based RSUs, closing price on applicable year-end dates ($42.13, $66.20, $48.26, $52.67 and $50.13 as of December 31, 2020, 2021, 2022, 2023 and 2024, respectively) or, in the case of vesting dates, the actual vesting price, and (b) for Performance Units and Performance RSUs, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) or in the case of vesting date, the actual vesting price, determined based on the same methodology as used to determine grant date fair values but using the closing stock price on the applicable revaluation date as the current market price and based on volatility, dividend rates and risk free rates determined as of the revaluation date.
(2)As previously discussed in the Company’s 2021 Proxy Statement, during the year ended December 31, 2020, each NEO received one-time transitional equity grants in connection with the transition of the historical compensation program to our current compensation program. Specifically, the 2020 grants included one-year, two-year and three-year vesting or performance periods as one-time only grants in order maintain an appropriate level of overall long-term compensation opportunity during the transition between the two programs. For the years ended December 31, 2022, 2021 and 2020, the value of these one-time transition awards included in Compensation Actually Paid for the CEO was $(74,205), $743,580, and $1,299,887, respectively. For the years ended December 31, 2022, 2021, and 2020, the value of these one-time transition awards included in Compensation Actually Paid for the Non-CEO NEOs was $(40,450), $111,154, and $261,959, respectively.
       
Company Selected Measure Name FFO per diluted share/Unit        
Named Executive Officers, Footnote
(3)The dollar amounts in this column reflect the average compensation reported for our NEOs, other than our CEO, in the Summary Compensation Table for the years ended December 31, 2024, 2023, 2022 and 2021 and Mr. Yap, Mr. Musil, Mr. Schultz and David Harker, the Company’s former Executive Vice President - Central Region for the year ended December 31, 2020.
       
Peer Group Issuers, Footnote
(4)Reflects cumulative total shareholder return of the FTSE Nareit All Equity REIT Index (the “FTSE Index”), which is the index used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
       
PEO Total Compensation Amount $ 6,617,506 $ 6,413,736 $ 5,675,125 $ 5,242,451 $ 7,123,032
PEO Actually Paid Compensation Amount $ 6,952,717 6,471,113 5,009,154 10,913,430 7,607,552
Adjustment To PEO Compensation, Footnote
Year20242023202220212020
CEO
Summary Compensation Table (SCT) Total Compensation ($)6,617,506 6,413,736 5,675,125 5,242,451 7,123,032 
Adjustments for stock awards:
Reported Value of Equity Awards in SCT ($) (3,810,539)(3,714,199)(3,165,627)(2,113,787)(4,417,536)
Fair Value of Equity Awards Granted in the Year and Unvested ($)3,898,748 3,758,544 2,957,058 3,873,565 4,302,696 
Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Years ($) 223,528 102,783 (938,114)2,695,084 67,385 
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) — — — — 197,042 
Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)(207,851)(292,753)199,495 1,017,850 176,696 
Value of Dividends or other Earnings Paid on Awards ($)231,325 203,002 281,217 198,267 158,237 
Compensation Actually Paid ($)(1)(2)
6,952,717 6,471,113 5,009,154 10,913,430 7,607,552 
       
Non-PEO NEO Average Total Compensation Amount $ 2,279,283 2,187,401 1,946,025 1,853,333 2,095,731
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,367,001 2,179,595 1,758,889 3,779,800 2,439,650
Adjustment to Non-PEO NEO Compensation Footnote
Non-CEO NEOs
SCT Total Compensation ($)2,279,283 2,187,401 1,946,025 1,853,333 2,095,731 
Adjustments for stock awards:
Reported Value of Equity Awards in SCT ($)(994,037)(963,439)(807,314)(702,519)(1,155,169)
Fair Value of Equity Awards Granted in the Year and Unvested ($)1,017,590 974,392 754,115 1,287,373 1,180,911 
Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Years ($)58,722 27,602 (293,287)797,355 44,592 
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)— — — — 17,231 
Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)(53,806)(107,620)69,244 463,324 183,406 
Value of Dividends or other Earnings Paid on Awards ($)59,249 61,259 90,106 80,934 72,948 
Compensation Actually Paid ($)(1)(2)
2,367,001 2,179,595 1,758,889 3,779,800 2,439,650 
(1)Fair value or change in fair value, as applicable, of equity awards in “Compensation Actually Paid” was determined by reference to (a) for Time-Based Units and Time-Based RSUs, closing price on applicable year-end dates ($42.13, $66.20, $48.26, $52.67 and $50.13 as of December 31, 2020, 2021, 2022, 2023 and 2024, respectively) or, in the case of vesting dates, the actual vesting price, and (b) for Performance Units and Performance RSUs, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) or in the case of vesting date, the actual vesting price, determined based on the same methodology as used to determine grant date fair values but using the closing stock price on the applicable revaluation date as the current market price and based on volatility, dividend rates and risk free rates determined as of the revaluation date.
(2)As previously discussed in the Company’s 2021 Proxy Statement, during the year ended December 31, 2020, each NEO received one-time transitional equity grants in connection with the transition of the historical compensation program to our current compensation program. Specifically, the 2020 grants included one-year, two-year and three-year vesting or performance periods as one-time only grants in order maintain an appropriate level of overall long-term compensation opportunity during the transition between the two programs. For the years ended December 31, 2022, 2021 and 2020, the value of these one-time transition awards included in Compensation Actually Paid for the CEO was $(74,205), $743,580, and $1,299,887, respectively. For the years ended December 31, 2022, 2021, and 2020, the value of these one-time transition awards included in Compensation Actually Paid for the Non-CEO NEOs was $(40,450), $111,154, and $261,959, respectively.
       
Compensation Actually Paid vs. Total Shareholder Return
CAP vs. Shareholder Return
Pay-vs-Performance-graphics-Shareholder-2.jpg
(1)Value assumes $100 invested on December 31, 2019.
       
Compensation Actually Paid vs. Net Income
CAP vs. Net Income
Pay-vs-Performance-graphics-Net-Income-2.jpg
       
Compensation Actually Paid vs. Company Selected Measure
CAP vs. FFO per Diluted Share/Unit
Pay-vs-Performance-graphics-FFO-2.jpg
       
Tabular List, Table
Other Important Financial Performance Measures for Executive Compensation
The following is a list identifying the five most important financial performance measures used by our Compensation Committee to link the “compensation actually paid” (“CAP”) to our CEO and other Named Executive Officers in 2024 to the Company’s performance. The role of each of these performance measures on our Named Executive Officer’s compensation is discussed in the “Compensation Discussion and Analysis” section above.
Financial Performance Measures
FFO per Diluted Share/Unit
Relative TSR to FTSE Nareit All Equity Index
Relative TSR to Long-Term Incentive Peer Group
Same Store NOI Growth
Fixed Charge Coverage Ratio
       
Total Shareholder Return Amount $ 136.6 139.5 124.7 167.0 104.2
Peer Group Total Shareholder Return Amount 117.6 112.0 100.6 134.1 94.9
Net Income (Loss) $ 296,000,000.0 $ 285,800,000 $ 381,600,000 $ 277,200,000 $ 200,200,000
Company Selected Measure Amount | $ / shares 2.65 2.44 2.28 1.97 1.84
PEO Name Mr. Baccile        
Additional 402(v) Disclosure
(2)The dollar amounts represent the amount of “compensation actually paid,” as computed in accordance with Item 402(v) of Regulation S-K. The tables below these footnotes show the steps taken to compute such amounts paid to the CEO and non-CEO NEOs in accordance with Item 402(v) of Regulation S-K.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name FFO per Diluted Share/Unit        
Non-GAAP Measure Description FFO represents net income available to common stockholders, unitholders and participating securities, plus depreciation and other amortization of real estate, plus impairment of real estate, minus gain (or plus loss) on sale of real estate, adjusted for any associated income tax provision or benefits. Similar adjustments are made for our share of net income from an unconsolidated joint venture. FFO is a non-GAAP financial measure created by Nareit as a supplemental measure of REIT operating performance that excludes certain items from net income determined in accordance with GAAP. FFO is calculated by the Company in accordance with the definition adopted by the Board of Governors of Nareit and therefore may not be comparable to other similarly titled measures of other companies.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Relative TSR to FTSE Nareit All Equity Index        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative TSR to Long-Term Incentive Peer Group        
Measure:: 4          
Pay vs Performance Disclosure          
Name Same Store NOI Growth        
Measure:: 5          
Pay vs Performance Disclosure          
Name Fixed Charge Coverage Ratio        
PEO | Reported Value of Equity Awards in SCT ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (3,810,539) $ (3,714,199) $ (3,165,627) $ (2,113,787) $ (4,417,536)
PEO | Fair Value of Equity Awards Granted in the Year and Unvested ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,898,748 3,758,544 2,957,058 3,873,565 4,302,696
PEO | Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Years ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 223,528 102,783 (938,114) 2,695,084 67,385
PEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 197,042
PEO | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (207,851) (292,753) 199,495 1,017,850 176,696
PEO | Value of Dividends or other Earnings Paid on Awards ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 231,325 203,002 281,217 198,267 158,237
Non-PEO NEO | Reported Value of Equity Awards in SCT ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (994,037) (963,439) (807,314) (702,519) (1,155,169)
Non-PEO NEO | Fair Value of Equity Awards Granted in the Year and Unvested ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,017,590 974,392 754,115 1,287,373 1,180,911
Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Years ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 58,722 27,602 (293,287) 797,355 44,592
Non-PEO NEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 17,231
Non-PEO NEO | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (53,806) (107,620) 69,244 463,324 183,406
Non-PEO NEO | Value of Dividends or other Earnings Paid on Awards ($) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 59,249 $ 61,259 $ 90,106 $ 80,934 $ 72,948