Essential Properties Realty Trust Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$EPRT
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 24, 2025, Essential Properties Realty Trust, Inc. (the “Company”) entered into employment agreements (the “Employment Agreements”) with R. Max Jenkins, Executive Vice President and Chief Operating Officer, and A Joseph Peil, Executive Vice President and Chief Investment Officer, effective as of March 24, 2025.
The Employment Agreements provide for an initial term through March 24, 2028, with automatic one-year extension periods absent prior written notice electing not to extend Mr. Jenkins’ or Mr. Peil’s employment by the Company or by Mr. Jenkins or Mr. Peil. During the employment term, Mr. Jenkins and Mr. Peil will each receive a base salary at an annual rate of not less than $385,000 (“Base Salary”). For each fiscal year during the term of the Employment Agreements, Mr. Jenkins and Mr. Peil will be eligible to receive an annual performance bonus (the “Annual Performance Bonus”) with a minimum target annual bonus equal to 125% of Base Salary. The amount of the Annual Performance Bonus earned for any year will be determined based upon the achievement of annual performance targets as established by the Compensation Committee of the Board of Directors (the “Compensation Committee”). During the term of the Employment Agreements and subject to the approval of the Compensation Committee, Mr. Jenkins and Mr. Peil will continue to be eligible to participate in the Company’s annual long-term incentive program (in such form and with such terms as determined by the Compensation Committee in its sole discretion) in respect of each fiscal year during the term.
If Mr. Jenkins’ or Mr. Peil’s employment is terminated during the term of the Employment Agreements (i) by the Company without “Cause” or (ii) by Mr. Jenkins or Mr. Peil for “Good Reason” (each, as defined in the Employment Agreements), Mr. Jenkins or Mr. Peil will be entitled to receive: (a) accrued benefits; (b) an amount equal to one times the sum of (x) his Base Salary plus (y) the average Annual Performance Bonus actually paid to him for the three years prior to the year in which the date of termination occurs; provided, however, that if the date of termination occurs during the 24 months following a Change in Control (as defined in the Employment Agreements) (the “CIC Period”), an amount equal to two times the sum of (x) his Base Salary plus (y) the target Annual Performance Bonus for the year in which the date of termination occurred, payable in equal installments over 12 months (or over 24 months if the termination occurs during the CIC Period); (c) a pro rata Annual Performance Bonus, based on actual performance (or at target if the termination occurs during the CIC Period) and prorated for the portion of the fiscal year Mr. Jenkins or Mr. Peil was employed prior to the date of termination; (d) up to 12 months of continued health care coverage; and (e) the vesting of any outstanding awards granted under any equity plans after March 24, 2025, with such awards to be payable within 60 days following the date of termination.
The Employment Agreements include six-month restrictive covenants regarding non-competition and non-solicitation following their termination as well as confidentiality and non-disparagement obligations. The summary of the Employment Agreements set forth in this item 5.02 is qualified in its entirety by reference to Exhibits 10.1 and 10.2, respectively.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| Employment Agreement, effective as of March 24, 2025, by and between Essential Properties Realty Trust, Inc. and R. Max Jenkins | ||||||||
| Employment Agreement, effective as of March 24, 2025, by and between Essential Properties Realty Trust, Inc. and A Joseph Peil | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 28, 2025 | ESSENTIAL PROPERTIES REALTY TRUST, INC. | |||||||
| By: | /s/ Mark E. Patten | |||||||
Mark E. Patten | ||||||||
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary | ||||||||