SEC Form DEF 14A filed by Four Corners Property Trust Inc.

4/19/24 5:29:46 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Four Corners Property Trust, Inc.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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591 Redwood Highway, Suite 3215

Mill Valley, California 94941

(415) 965-8030

April 19, 2024

Dear Four Corners Property Trust, Inc. Stockholder:

You are cordially invited to the Four Corners Property Trust, Inc. 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on Thursday, June 6, 2024 at 9:30 a.m., Pacific Time. We assure you that you will have the same rights and protections at our virtual meeting as you have previously had during our in-person meetings in prior years. You may attend the Annual Meeting, vote and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/FCPT2024 and entering your unique control number provided in the Notice of Internet Availability of Proxy Materials described below or the proxy card.

At the Annual Meeting, you will be asked to (i) elect eight directors to our Board of Directors, (ii) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, (iii) approve, on a non-binding advisory basis, the compensation of our named executive officers, as described in this proxy statement, and (iv) transact such other business as may properly come before the meeting or any postponements or adjournments thereof. The accompanying Notice of 2024 Annual Meeting of Stockholders describes these matters.

We have elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. Our proxy materials are available at www.proxyvote.com. We have sent a Notice of Internet Availability of Proxy Materials to each of our stockholders, providing instructions on how to access our proxy materials, including this proxy statement and our 2023 Annual Report to Stockholders, on the Internet. Please read the enclosed information carefully before submitting your proxy.

Please join us at the Annual Meeting via live webcast. Whether or not you plan to attend, it is important that you authorize your proxy promptly. If you do attend the Annual Meeting, you may revoke your proxy by electronically voting during the Annual Meeting.

			Sincerely,

			William H. Lenehan
			President, Chief Executive Officer and Director

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591 Redwood Highway, Suite 3215

Mill Valley, California 94941

(415) 965-8030

NOTICE OF 2024 Annual Meeting of Stockholders

To the Stockholders of Four Corners Property Trust, Inc.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Four Corners Property Trust, Inc., a Maryland corporation, will be held via live webcast at www.virtualshareholdermeeting.com/FCPT2024 on Thursday, June 6, 2024, at 9:30 a.m., Pacific Time, for the following purposes:

1.	To consider and vote upon the election of eight directors to the Board of Directors named in this proxy statement to serve until the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualify;

2.	To consider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

3.	To approve, on a non-binding advisory basis, the compensation of our named executive officers, as described in this proxy statement; and

4.	To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.

We know of no other matters to come before the Annual Meeting. Only stockholders of record at the close of business Friday, April 12th, are entitled to notice of and to vote at the Annual Meeting or at any postponements or adjournments thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2024. Our Proxy Statement and 2023 Annual Report are available at www.proxyvote.com.

Regardless of the number of shares of common stock you hold, as a stockholder your vote is very important and the Board of Directors strongly encourages you to exercise your right to vote.

			BY ORDER OF THE BOARD OF DIRECTORS

			JAMES L. BRAT
			Chief Operations Officer, General Counsel and Secretary

Dated: April 19, 2024

Mill Valley, California

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GENERAL INFORMATION REGARDING SOLICITATION AND VOTING			1
General			1
Four Corners Property Trust, Inc.			1
Questions and Answers Regarding the Annual Meeting			2
PROPOSAL ONE: ELECTION OF DIRECTORS			5
Nominees for Election as Directors			5
Board Nominees			5
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			9
Principal Accountant Fees and Services			9
Pre-Approval Policies and Procedures			9
PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION			10
CORPORATE GOVERNANCE			11
Corporate Governance Profile			11
Our Board			12
Identifying and Evaluating Director Nominees.			12
Board Leadership Structure			12
Committees of the Board of Directors			13
Board Oversight of Risk Management			16
Board Skills and Diversity			17
Corporate Governance Guidelines			18
Code of Ethics			18
Prohibition on Short Sales, Hedging, Pledging and Margin Accounts			19
Stock Ownership Policy			19
Communications with the Board			19
Attendance of Directors at Annual Meetings of Stockholders			19
Compensation Committee Interlocks and Insider Participation			19
AUDIT AND RISK COMMITTEE REPORT			20
COMPENSATION COMMITTEE REPORT			21
DIRECTOR COMPENSATION			22
Director Compensation Policy			22
Equity Awards Granted to Directors in 2023			22
Director Stock Ownership Policy			22
Director Compensation Table			23
EXECUTIVE OFFICERS			24
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			25
Introductory Note			25
Overview of Company Performance During 2023			25
Compensation Philosophy and Objectives			25
Overview of Compensation Components			26
Checklist of Compensation Practices			26
Compensation Determination Process			27
Elements of Compensation			29
COMPENSATION TABLES			35
Summary Compensation Table			35
Grants of Plan-Based Awards Table			36
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			36
Outstanding Equity Awards at Fiscal Year End			38
Option Exercises and Stock Vested			38
Potential Payments Upon Termination or Change in Control			39

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591 Redwood Highway, Suite 3215

Mill Valley, California 94941

(415) 965-8030

PROXY STATEMENT

GENERAL INFORMATION REGARDING SOLICITATION AND VOTING

General

This proxy statement will first be made available to stockholders on or about April 19, 2024. This proxy statement is furnished by the Board of Directors (the “Board”) in connection with its solicitation of proxies for Four Corners Property Trust, Inc.’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 6, 2024, at 9:30 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/FCPT2024, and any postponements or adjournments thereof. Unless the context requires otherwise, references in this proxy statement to “we,” “our,” “us” and the “Company” refer to Four Corners Property Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries.

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof. The Notice is being mailed to stockholders on or about April 19, 2024. Stockholders will have the ability to access the proxy materials at www.proxyvote.com or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe these rules allow us to provide our stockholders with the information they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 Annual Meeting of Stockholders TO BE HELD ON JUNE 6, 2024. Our Proxy Statement and 2023 Annual Report to Stockholders are available at www.proxyvote.com.

Certain of our directors, officers and employees may solicit proxies by telephone, personal contact or other means of communication. They will not receive any additional compensation for these activities. In addition, brokers, banks and other persons holding common stock on behalf of beneficial owners will be requested to solicit proxies or authorizations from beneficial owners. We will bear all costs incurred in connection with the preparation, assembly and mailing of the proxy materials and the solicitation of proxies and, upon request, will reimburse brokers, banks and other nominees, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock.

No person is authorized to give any information or to make any representation not contained in this proxy statement, and, if given or made, you should not rely on that information or representation as having been authorized by us. The delivery of this proxy statement does not imply that the information herein has remained unchanged since the date of this proxy statement.

Four Corners Property Trust, Inc.

We were formed as a Maryland corporation on July 2, 2015, and on November 9, 2015, Darden Restaurants, Inc. (“Darden”) completed a separation and spin-off transaction pursuant to which Darden contributed to us select real estate and restaurant assets in exchange for our shares of common stock, which Darden subsequently distributed to its stockholders on a pro rata basis (the “Spin-Off”). Our objective is to grow and diversify our portfolio through the acquisition of well-located restaurant properties with leading restaurant operators and franchisees.

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Questions and Answers Regarding the Annual Meeting

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to:

•	consider and vote upon the election of eight directors to the Board named in this proxy statement to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify (“Proposal One”);

•	consider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal Two”); and

•	consider and vote to approve, on a non-binding advisory basis, the compensation of our named executive officers (“Proposal Three”).

The proposals set forth in this proxy statement constitute the only business that the Board intends to present at the Annual Meeting. The proxy does, however, confer discretionary authority upon the proxy holders named on the proxy card or their substitutes, to vote on any other business that may properly come before the Annual Meeting. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy.

Who is entitled to vote at the Annual Meeting?

The close of business on Friday, April 12, 2024, has been fixed as the record date (the “Record Date”) for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting. Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of, to attend, and to vote at the Annual Meeting. On the Record Date, our outstanding voting securities consisted of 91,986,471 shares of common stock. Each share of common stock is entitled to one vote. Votes may not be cumulated in the election of directors.

How do I vote?

If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by us. You may authorize your proxy in the following ways:

•	Via the Internet by following the instructions provided in the Notice;

•	If you request printed copies of the proxy materials by mail, by filling out the proxy card included with the materials; or

•	By calling the toll-free number found on the proxy card or the Notice.

Proxies properly authorized via one of the methods discussed above will be voted in accordance with the instructions contained therein. If the proxy is authorized but voting directions are not made, the proxy will be voted “FOR” each of the eight director nominees, “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and “FOR” the approval of the compensation of our named executive officers.

If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “voting instruction form.” You should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee.

If your shares of common stock are held through a broker, bank or other nominee, under applicable rules of the New York Stock Exchange (the “NYSE”) (the exchange on which our common stock is traded), the brokers will vote your shares according to the specific instructions they receive from you. If a broker that holds shares of our common stock for a beneficial owner does not receive voting instructions from that owner, the broker may vote on the proposal if it is considered a “routine” matter under the NYSE’s rules, including this year’s ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Pursuant to the rules of the NYSE, the election of directors and the non-binding advisory vote on executive

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compensation are not “routine” matters as to which brokers, banks or other nominees may vote in their discretion on behalf of clients who have not furnished voting instructions. When a broker, bank or other nominee does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner, it is referred to as a “broker non-vote.”

How can I attend the Annual Meeting?

The Annual Meeting will be held on Thursday, June 6, 2024, at 9:30 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/FCPT2024. The Annual Meeting will be conducted as a virtual meeting of stockholders. To enter the live webcast and have the ability to submit questions during the Annual Meeting, please have your unique control number available, which is provided in the Notice or proxy card. On the day of the Annual Meeting, Thursday, June 6, 2024, stockholders may begin to log in to the virtual-only Annual Meeting beginning at 9:00 a.m. local (Pacific) time, and the Annual Meeting will begin promptly at 9:30 a.m. local (Pacific) time. Please allow ample time for online login. You may vote electronically during the Annual Meeting at www.virtualshareholdermeeting.com/FCPT2024 by entering your unique control number and following the instructions. We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties with your unique control number or submitting questions, you may call the technical support number that will be posted on the Annual Meeting log-in page.

How can I ask questions at the Annual Meeting?

Stockholders will have the opportunity to submit questions during the Annual Meeting by following the instructions on the virtual-only Annual Meeting platform. Following the presentation of all proposals at the Annual Meeting, we will answer as many stockholder-submitted questions as time permits. If we receive substantially similar questions, we will group the questions together and provide a single response to avoid repetition. We will not answer any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste.

What will constitute a quorum at the Annual Meeting?

Presence by means of remote communication at the Annual Meeting or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting constitutes a quorum. If the shares present by means of remote communication or by proxy at the Annual Meeting do not constitute a quorum, the Annual Meeting may be adjourned by the chairperson of the Annual Meeting to a date not more than 120 days after the Record Date without notice other than announcement at the Annual Meeting. Shares that are voted “FOR,” “AGAINST” or “ABSTAIN” will be treated as being present at the Annual Meeting for purposes of establishing a quorum. Accordingly, if you are a stockholder of record as of the Record Date and have returned a valid proxy or attend the virtual Annual Meeting in by means of remote communication, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the Annual Meeting. “Broker non-votes” will also be counted as present for purposes of determining the presence of a quorum.

How many votes are needed for the proposals to pass?

The proposals to be voted on at the Annual Meeting have the following voting requirements:

Proposal One: Pursuant to our bylaws, in an uncontested election, the eight director nominees will be elected by a majority of votes cast. This means that the number of votes “FOR” a director’s election exceeds the number of votes “AGAINST” the director’s election. Cumulative voting is not permitted. Abstentions and broker non-votes, if any, will not be counted as votes cast on Proposal One and will have no effect on this proposal. However, under our bylaws, if a director nominee in an uncontested election does not receive at least a majority of the votes cast for the election of directors at any meeting at which a quorum is present, the director must promptly tender his or her resignation to the Board. If the Board accepts the director’s resignation, then the Board will fill the resulting vacancy in accordance with our bylaws.

Proposals Two and Three: You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposals Two and Three. To be approved, each of Proposal Two and Proposal Three must receive the affirmative vote of a majority of the votes cast, by means of remote communication or by proxy, at the Annual Meeting. Abstentions and broker non-votes, if any, will not be counted as votes cast on Proposals Two and Three and will have no effect on the result of these votes.

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Proposal Two is considered a discretionary matter and a broker, bank or other nominee will be permitted to exercise his/her discretion. Accordingly, we do not expect any broker non-votes with respect to Proposal Two. While the vote on Proposal Three is advisory in nature and non-binding, the Board will review the voting results and expects to take them into consideration when making future decisions regarding the compensation of our named executive officers.

What are the Board’s voting recommendations?

The Board recommends that you vote as follows:

•	“FOR” each of the eight director nominees set forth in Proposal One;

•	“FOR” Proposal Two, relating to the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

•	“FOR” Proposal Three, relating to the approval on a non-binding advisory basis of the compensation of our named executive officers.

Any properly authorized proxy as to which no instructions are given will be voted in accordance with the foregoing recommendations.

Can I change my vote after I have voted?

You may revoke your proxy at any time prior to it being exercised by (i) delivering a written notice of revocation to our Secretary, (ii) filing a duly executed proxy bearing a later date with us or (iii) voting electronically during the Annual Meeting at www.virtualshareholdermeeting.com/FCPT2024 when you enter your unique control number. If you attend the Annual Meeting by means of remote communication, you may vote in electronically whether or not you have previously given a proxy, but your attendance (without further action) at the Annual Meeting will not constitute revocation of a previously given proxy. If you hold your shares through a broker, bank or other nominee holder, only they can revoke your proxy on your behalf.

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PROPOSAL ONE: ELECTION OF DIRECTORS

The Board currently has eight directors. The eight persons named below, each of whom currently serves on our Board, have been recommended by our Nominating and Governance Committee and nominated by our Board to serve on the Board until our 2025 Annual Meeting of Stockholders and until their respective successors are elected and qualify. Each of the director nominees has consented to being named in this proxy statement and to serve as a director if elected. Based on its review of the relationships between the director nominees and the Company, the Board has determined that all of our directors, other than William H. Lenehan, our President and Chief Executive Officer, are independent under applicable SEC and NYSE rules.

The Board has no reason to believe that any of the persons named below as a nominee for our Board will be unable, or will decline, to serve as a member of the Board if elected. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board.

Under the Nominating and Governance Committee’s Director Nomination Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of our stockholders. See “Corporate Governance—Identifying and Evaluating Director Nominees.”

Nominees for Election as Directors

The table below sets forth the names and ages of each of the individuals nominated for election at the Annual Meeting, as well as the positions and offices with us currently held by such individuals.

Name	Position with the Company	Age as of the Annual Meeting
William H. Lenehan	Director, President and Chief Executive Officer	47
John S. Moody	Director, Chairperson of the Board	75⁽¹⁾
Douglas B. Hansen	Director	66
Charles L. Jemley	Director	60
Barbara Jesuele	Director	49
Marran H. Ogilvie	Director	55
Toni Steele	Director	63
Liz Tennican	Director	55

(1)

Our Corporate Governance Guidelines provide that directors will not be nominated for election to the Board after their 73^rd birthday, except when the Board determines that special circumstances exist. The Board evaluated Mr. Moody’s contributions to the Board over the past eight years and the current areas of skills and expertise of the Board. The Board noted that Mr. Moody annually receives high shareholder approval, has extensive experience as a director and executive in a number of companies in the real estate industry, including his experience in relation to corporate governance, executive compensation and risk management. Based on these considerations, the Board agreed that special circumstances exist, as Mr. Moody’s expertise could not be easily replaced and agreed to grant an exception to our Corporate Governance Guidelines for Mr. Moody as a 2024 nominee. As such, the Board nominated Mr. Moody for an additional one-year term.

Board Nominees

William H. Lenehan has served as our President and Chief Executive Officer since 2015 and joined the Board in 2015. Mr. Lenehan is a real estate industry professional with significant experience in net leased properties and public company corporate governance matters. Mr. Lenehan served on the board of directors of Darden from October 2014 until he resigned effective as of November 9, 2015 to become our President and Chief Executive Officer. From June 2012 until its sale in late 2014, Mr. Lenehan served as a special advisor to the board of directors of EVOQ Properties, Inc., the owner of a substantial portfolio of development assets in downtown Los Angeles, California. Previously, Mr. Lenehan was the Interim Chief Executive Officer of MI Developments, Inc., now named Granite REIT, an owner of net leased industrial and manufacturing real estate, where he was a member of their Strategic Review Committee and was a director. In addition, Mr. Lenehan served on the board of directors for Gramercy Property Trust Inc., a publicly traded net lease real estate investment trust (“REIT”), from January 2012 until December 2015, where he was Chairman of the Investment Committee, and served on the board of directors of Stratus Properties Inc., a real estate development company, from May 2012 to May 2015. He also spent

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approximately 10 years as an investment professional at Farallon Capital Management, LLC. Mr. Lenehan has served as a director of Macy’s, Inc. (“Macy’s”), a retailer, since April 2016, and is also a member of the Audit Committee and Finance Committee for Macy’s. Mr. Lenehan is a graduate of Claremont McKenna College.

Mr. Lenehan’s qualifications for election to the Board include his extensive executive experience in the real estate industry, including his service as our President and Chief Executive Officer, and his leadership, corporate governance and risk management abilities gained through his experience described above.

John S. Moody is Chairperson of the Board and joined the Board in 2015. Mr. Moody is also the chairperson of our Investment Committee and a member of our Compensation Committee. Since 2010, he has served as President of Parkside Capital, LLC in Houston, which is the General Partner and Manager of Parkside Capital Land Fund, LTD. From 2006 to 2019, Mr. Moody served as an Independent Director of Potlatch Corporation. From 2005 to 2019, Mr. Moody served as a Director of Huron Consulting Group. From 2009 to 2019, Mr. Moody also served as a Director of Hines Global REIT, Inc., a commercial real estate REIT. From 2007 to 2009, Mr. Moody served as President of Proterra Management LLC in Houston, which is the General Partner and Manager of Proterra Realty Fund, LTD. From 2004 to 2005, Mr. Moody served as President and Chief Executive Officer of HRO Asset Management, LLC. From 2001 to 2004, he was President of Marsh & McLennan Real Estate Advisors, Inc. From 2000 to 2005, Mr. Moody served on the board of directors of Equity Office Properties Trust, and from 2004 to 2006, he served on the board of directors of CRIIMI MAE, Inc., both of which were publicly traded REITs. Mr. Moody graduated from Stanford University with a Bachelor’s degree and received his Juris Doctorate with honors from the University of Texas.

Mr. Moody’s qualifications for election to the Board include his extensive experience as a director and executive in a number of companies in the real estate industry, including his experience in relation to corporate governance, executive compensation and risk management.

Douglas B. Hansen is a Director and joined the Board in 2015. Mr. Hansen is also the chairperson of our Compensation Committee and a member of our Investment Committee and Nominating and Governance Committee. From 2011 to 2017, Mr. Hansen served as CEO of Atria Properties, LLC, a commercial real estate brokerage company. Since 2009, Mr. Hansen has served as President of Resonant Capital, Inc., a business services and real estate company. Mr. Hansen is a founder of Redwood Trust, Inc., a public mortgage REIT, and served as its President from 1994 through 2008 and has been a director of Redwood Trust, Inc. since 1994. Since 2011, Mr. Hansen has been a board member and CFO of River of Knowledge, Inc., a non-profit corporation. Mr. Hansen holds a Bachelor’s degree in Economics from Harvard College and a Master of Business Administration degree from Harvard Business School.

Mr. Hansen’s qualifications for election to the Board include his extensive experience as a director and executive in a number of companies in the real estate industry, including his experience in relation to corporate governance, executive compensation and risk management.

Charles L. Jemley is a Director and joined the Board in 2017. Mr. Jemley is also the chairperson of the Audit and Risk Committee and a member of the Nominating and Governance Committee. Since January of 2020, Mr. Jemley has served as the Chief Financial Officer of Dutch Bros. Coffee. From July 2018 to December 2019, Mr. Jemley served as the Chief Financial Officer of CKE Restaurant Holdings, Inc. Mr. Jemley also served in various capacities at Starbucks through January 2018, including as Senior Vice President where he led finance for a number of global functions. Mr. Jemley joined Starbucks in February 2006 as part of the original leadership team based in Shanghai, China charged with growing the China market shortly after Starbucks began raising its China equity positions. Since returning to the United States in 2008, Mr. Jemley held a number of senior finance positions, the vast majority of which involved scaling Starbucks international business, including leading its international store development program in 2015. Prior to joining Starbucks, Mr. Jemley had a 16-year career with Yum! Brands (KFC, Pizza Hut, Taco Bell). At Yum, his responsibilities included CFO Yum China from 2004 through 2005, vice president business planning Yum International in 2003, leading US real estate and development for the KFC brand in 2001 and 2002. Mr. Jemley received his B.A. in accounting from the University of Louisville and holds an MBA from the University of Washington.

Mr. Jemley’s qualifications for election to the Board include his extensive experience as a director and executive in a number of companies in the restaurant industry, including his experience in relation to financial and accounting matters and restaurant operations.

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Barbara Jesuele is a Director and joined the Board in 2023. Ms. Jesuele is a member of the Compensation Committee and Investment Committee. Ms. Jesuele serves as the Deputy Chief Investment Officer at J. Paul Getty Trust (“Getty”). Ms. Jesuele has worked at Getty for over 20 years, working across public and private market asset classes. She started at Getty in 2002 as a Senior Analyst in Private Equity. Ms. Jesuele was promoted to Manager of Real Assets in 2008, Director of Real Assets in 2011, then Managing Director of Real Assets in 2013. Ms. Jesuele assumed responsibility for Public Equity in 2020 in addition to the Real Assets portfolio. Ms. Jesuele serves on the Environmental Sustainability Working Group to assist in Getty-wide sustainability initiatives including drafting the investment framework for environmental and social governance. In 1998, prior to Getty, Ms. Jesuele started her career at HypoVereinsbank (UniCredit) in Munich, Germany, as a Credit Risk Analyst with the Financial Institutions Group focused on Asia. Ms. Jesuele is fluent in German, Filipino, and English and holds a B.A. in Management and Economics from the Ateneo de Manila University, Philippines

Ms. Jesuele’s qualifications for election to the Board include her extensive experience as an investment executive in the real estate industry, including her experience in relation to financial and accounting matters, compensation, environmental and social governance, and diversity, equity and inclusion.

Marran H. Ogilvie is a Director and joined the Board in 2015. Ms. Ogilvie is also the chairperson of FCPT’s Nominating and Governance Committee and a member of our Audit and Risk Committee and FCPT’s Compensation Committee. Ms. Ogilive currently serves as a Director of Accelerate Diagnostics, an in vitro diagnostics company, and has since May 2023. Ms. Ogilvie served as a Director of Ferro Corporation, a manufacturing company, from 2017 to April 2023, and as a director of GCP Applied Technologies, a global provider of construction products technologies, from March 2019 to September 2022, and as a Director of Evolution Petroleum Corporation, an oil and gas company, from 2017 to December 2020. Ms. Ogilvie served as an Advisor to the Creditors Committee for the Lehman Brothers International (Europe) Administration from 2008 to 2019, as a Director of Bemis Company, a packaging company, from March 2018 to June 2019, as a Director of Forest City Realty Trust from April 2018 to December 2018, as a Director for Southwest Bancorp, a regional commercial bank from January 2012 to April 2015, as a Director of Seventy Seven Energy Inc., an oil field services company, from 2014 to 2017, as a Director of Zais Financial Corporation, a real estate investment trust, from 2013 to 2017, as a Director of the Korea Fund, an investment company, from 2012 to 2017, and as a Director of LSB Industries, Inc., a manufacturing company, from 2015 to 2018. Prior to that, Ms. Ogilvie was a member of Ramius, LLC, an alternative investment management firm, where she served in various capacities from 1994 to 2009 before the firm’s merger with Cowen Group, including as Chief Operating Officer from 2007 to 2009, in which role she was responsible for financial reporting of the Company and oversaw the office of the Chief Financial Officer, and General Counsel from 1997 to 2007. Following the merger, Ms. Ogilvie became Chief of Staff at Cowen Group, Inc. until 2010. Ms. Ogilvie received a Bachelor’s degree from the University of Oklahoma and a Juris Doctorate from St. John’s University.

Ms. Ogilvie’s qualifications for election to the Board include Ms. Ogilvie’s qualifications for election to the Board include her extensive experience as a director and executive in a number of companies in a variety of industries, including her experience in relation to finance and accounting, corporate governance, executive compensation, risk management and investment analysis.

Toni Steele is a Director and joined the Board in 2020. Ms. Steele is a member of our Investment Committee and Compensation Committee. Ms. Steele has extensive experience in the real estate, capital markets and asset management industries, most recently serving as Google’s Global Director and Lead of Real Estate Asset Management and Co-Lead of Affordable Housing from 2021 until 2023. Prior to that, from 2018 to 2021, Ms. Steele served as Google’s Real Estate Portfolio Lead. From 2017 to 2018, Ms. Steele served as co-lead on the Netflix brokered purchase of the Albuquerque Studios while serving as Executive Vice President of Southern California Capital Markets at JLL. Prior to that, from 1995 to 2017, Ms. Steele spent over 22 years at Goldman Sachs serving various ventures and investments in the United States and abroad, including as Director for Italy Real Estate & Germany NPL Real Estate based in Europe, U.S. Vice President of Acquisitions & Asset Management and Western Region Asset Management Team Lead. Ms. Steele received a Master of Business Administration, summa cum laude, from the International University of Monaco and a Bachelor of Arts degree, magna cum laude, from Pepperdine University.

Ms. Steele’s qualifications for election to the Board include her extensive experience as an executive in a number of companies in the real estate and finance industries, including her experience in relation to real estate acquisitions, capital markets, asset management, sustainability, and environmental and social governance.

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Liz Tennican is a Director and joined the Board in 2020. Ms. Tennican is a member of our Audit and Risk Committee and our Nominating and Governance Committee. Ms. Tennican has held a wide variety of senior positions in the real estate and finance industries and is currently a Managing Partner at Carmel Partners, a vertically integrated investment manager focused on U.S. multifamily properties. At Carmel Partners, Ms. Tennican serves as Head of Investor Relations, Research and ESG and oversees Fund Management and IT. She is a member of the Executive Committee, Investment Committee and is Chair of the Management Committee. From 2013 to 2016, Ms. Tennican was a Managing Director and Head of Investor Relations and Business Development for Watershed Asset Management, a credit-oriented hedge fund. From 2006 to 2013, Ms. Tennican was with Barclays Global Investors, which was acquired and became part of BlackRock, where she headed the Institutional Consultant Relations Group and then spent five years as Head of U.S. Institutional Sales for the iShares division. Prior to that, Ms. Tennican spent seven years in the investment banking industry at Robertson Stephens, where she co-founded its capital markets desk. Ms. Tennican received both a Bachelor of Arts in economics and a Master of Business Administration from Stanford University.

Ms. Tennican’s qualifications for election to the Board include her extensive experience as an executive in a number of companies in the real estate and finance industries, including her experience in relation to financial and accounting matters and investor relations.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF

EACH OF THE NOMINEES SET FORTH ABOVE.

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PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Risk Committee of our Board, which is composed entirely of independent directors, has appointed KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. KPMG LLP has been our independent registered public accounting firm since the completion of the Spin-Off. Although stockholder approval is not required, we desire to obtain from our stockholders an indication of their approval or disapproval of the Audit and Risk Committee’s action in appointing KPMG LLP as the independent registered public accounting firm of the Company for 2024. If our stockholders do not ratify and approve this appointment, the appointment will be reconsidered by the Audit and Risk Committee and our Board.

A representative of KPMG LLP will be present at our Annual Meeting, where the representative will be afforded an opportunity to make a statement and to respond to appropriate questions.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE

APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

Principal Accountant Fees and Services

The following table summarizes the fees billed by KPMG LLP for professional services rendered to us for 2023 and 2022.

	2023	2022
Audit Fees	$843,675	$802,000
Audit-Related Fees	—	—
Tax Fees	—	—
All Other Fees	—	—
Total	$843,675	$802,000

Audit Fees. Audit fees consisted of aggregate fees billed for professional services rendered for the audit of our consolidated annual financial statements, review of interim consolidated financial statements, consultations on accounting matters directly related to the audit and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements, including the issuance of comfort letters related to debt or equity offerings.

Pre-Approval Policies and Procedures

The Audit and Risk Committee is required to pre-approve all audit and non-audit services performed by our independent registered public accounting firm. Requests to provide services requiring pre-approval by the Audit and Risk Committee are submitted to the Audit and Risk Committee with a description of the services to be provided, the maximum fees to be charged in connection with such services and such other limitations or other requirements as the Audit and Risk Committee may deem appropriate. The Audit and Risk Committee pre-approved all services performed by, and audit fees paid to, our independent registered public accounting firm during fiscal year 2023.

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PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are presenting this proposal, commonly known as a “say-on-pay” proposal, to provide stockholders the opportunity to vote to express their views, on a non-binding advisory basis, on the compensation of our named executive officers as described in this proxy statement.

We believe our executive compensation policies and procedures are centered on pay-for-performance principles and are closely aligned with the long-term interests of our stockholders. As described under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain outstanding executives, to reward them for superior performance and to ensure that compensation provided to them remains competitive. We seek to align the interests of our executives and stockholders by tying compensation to the achievement of key operating objectives that we believe enhance stockholder value over the long term and by encouraging executive share ownership so that a portion of each executive’s compensation is tied directly to stockholder value.

Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the 2023 compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders, is hereby APPROVED on an advisory basis.

While the vote on this resolution is advisory in nature and therefore will not bind us to take any particular action, our Board (and its Compensation Committee, which is responsible for the design and administration of our executive compensation program) will consider the outcome of this stockholder vote in making future decisions regarding the compensation of our named executive officers.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL, ON A NON-BINDING

ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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CORPORATE GOVERNANCE

Corporate Governance Profile

The Board believes that our corporate governance structure closely aligns the Company’s interests with those of our stockholders. Notable features of our corporate governance structure that evidence our commitment to good corporate governance include the following:

•	we have an independent chairperson of the Board;

•	our Board is not staggered, with each of our directors subject to re-election annually;

•	our bylaws require that, in an uncontested election, director nominees must be elected by a majority of votes cast;

•	of the eight persons who serve on our Board, seven, or 88% of our directors, have been determined by us to be independent for purposes of the NYSE’s corporate governance listing standards and Rule 10A-3 under the Exchange Act;

•	all of our committee members are independent;

•	we have regular executive sessions consisting of only the independent directors;

•	we have determined that all three of our directors serving on the Audit and Risk Committee qualify as “audit committee financial experts” as defined by the SEC;

•

we have a stock ownership policy for our non-employee directors and named executive officers, including that our non-employee directors must own shares of our common stock equal to a market value of at least $400,000, our CEO is required to own shares of our common stock equal to at least 6x his annual base salary and our other named executive officers must own shares of our common stock equal to at least 3x their annual base salary. See “—Stock Ownership Policy” below for more information;

•

we maintain a clawback policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation), and our incentive equity award agreements require a clawback of equity-based compensation in certain cases that result in a financial restatement due to fraud;

•	we prohibit officers, directors and employees from engaging in short sales and hedging of our securities and from holding our securities in margin accounts or otherwise pledging our securities as collateral;

•	executives do not receive any perquisites not generally available to all corporate employees;

•	our Compensation Committee retains an independent compensation consultant;

•	we believe transparency in our business activities is important to our stockholders and we report on acquisitions and dispositions of real estate properties when they occur;

•	we do not currently provide any acquisition or earnings guidance and instead focus on creating long-term stockholder value;

•	we do not use corporate funds for political or charitable donations (although we encourage our stockholders to be personally charitable);

•	we have opted out of the Maryland business combination and control share acquisition statutes, and we cannot opt back in without approval of at least a majority in voting power of our outstanding common stock;

•	we maintain high ethical standards and do not acquire any properties that are not aligned with our social responsibility to the communities in which we do business; and

•	we are committed to diversity, with 50% of our board being female and 25% of our board consisting of underrepresented groups (members who are either racially diverse or identify as LGBTQ).

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Our Board

Our Board currently consists of eight directors. Our charter and bylaws provide that the number of directors constituting our Board may be increased or decreased by a majority vote of our entire Board, provided the number of directors may not be decreased to fewer than one, the minimum number required under the Maryland General Corporate Law nor, unless our bylaws are amended, more than 15 directors.

During 2023, the Board held seven meetings. Each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served).

There are no family relationships among our executive officers and directors.

Identifying and Evaluating Director Nominees.

Our Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our bylaws, describes in detail the process we use to fill vacancies and add new members to the Board. The Director Nomination Protocol is available at www.fcpt.com under Investors — Corporate Governance, as Appendix A to the Nominating and Governance Committee charter.

In identifying or selecting nominees for the Board, the Company’s Corporate Governance Guidelines and related Director Nomination Protocol provide that the Company seeks board members who will bring to the board a deep and wide range of experience in the business world, and have diverse problem-solving talents. We seek people who have demonstrated high achievement in business or another field, so as to enable them to provide strategic support and guidance for the Company. We also evaluate potential time constraints on a person’s ability to fulfill their duties as a director of FCPT, especially with respect to the person’s expected time commitments serving as a director and/or executive of other public companies. Under the Director Nomination Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of our stockholders in a manner consistent with our core values (integrity and fairness, respect and caring, diversity, always learning—always teaching, teamwork and excellence). While the Board does not have a formal diversity policy, the guidelines further provide that the Company strives to maintain a board that reflects the gender, ethnic, racial, age, geography and other diversity of our work force, and also fosters diversity of thought. The guidelines further note that recruiting, hiring and nurturing the careers of women and minorities are top priorities and that the Company also intends to maintain the diversity of its Board.

We also will consider the candidate’s independence under applicable NYSE listing standards and our Corporate Governance Guidelines. In identifying and evaluating nominees for the Board, the Board assesses the background of each candidate in a number of different ways including a wide variety of qualifications, attributes and other factors and recognizes that diverse viewpoints, backgrounds and experiences enhance the Board’s effectiveness. When reviewing and making initial recommendations on new candidates, the Nominating and Governance Committee considers how each prospective member’s unique background, expertise and experience will contribute to the Board’s overall perspective and ability to govern. The Nominating and Governance Committee also considers recommendations for director candidates provided by third-party search firms.

Candidates Recommended by Stockholders. Under the Nominating and Governance Committee’s Director Nomination Protocol, stockholders may recommend nominees for director to the Nominating and Governance Committee, and the Nominating and Governance Committee will consider candidates recommended by stockholders. The Nominating and Governance Committee will evaluate nominees recommended by stockholders in the same manner as those recommended by the Nominating and Governance Committee. Stockholders wishing to submit recommendations of director candidates for consideration by the Nominating and Governance Committee should send the candidate’s name and qualification to our Corporate Secretary at 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.

Board Leadership Structure

The Company’s Corporate Governance Guidelines provide that the positions of Chairperson of the Board and CEO be held by separate persons and that the position of Chairperson be held by an independent director. The Board believes that separating the roles of Chairperson and CEO allows for better alignment of corporate governance with

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stockholder interests and aids in the Board’s oversight of management and the Board’s ability to carry out its roles and responsibilities on behalf of the stockholders. The Board also believes that the separation of the roles of Chairperson and CEO allows the CEO to focus more of his time and energy on operating and managing the Company and leverages the Chairperson’s experience. The Chairperson presides at all executive sessions of independent directors. The current Chairperson of the Board is John S. Moody, who has extensive experience as a director and executive in numerous real estate companies, including several REITs. For more information, see Mr. Moody’s biography above under “Proposal One: Election Of Directors.”

In the event the Chairperson is not independent, the independent directors will designate one independent director to serve as the Lead Director until an independent Chairperson is appointed. The Lead Director, if any, will preside at all meetings of the Board at which the non-independent Chairperson of the Board is not present, including the Board’s executive sessions of independent directors, and serve as liaison between a non-independent Chairperson of the Board and the independent directors. The independent Chairperson approves Board meeting agendas, including approving meeting schedules to assure that there is sufficient time for discussion of all agenda items, and other information sent to the Board, advises the committee chairs with respect to agendas and information needs relating to committee meetings, and performs other duties as the Board may from time to time delegate to assist the Board in fulfilling its responsibilities. The Lead Director, if any, will serve for a term as the Board determines but not less than one year. The independent directors may meet without management present at any other times as determined by the independent Chairperson or Lead Director, as applicable.

Committees of the Board of Directors

Our Board has a standing Audit and Risk Committee, Compensation Committee and Nominating and Governance Committee. Each of these committees must be composed exclusively of independent directors. The Audit and Risk Committee must have at least three directors; the Compensation Committee and Nominating and Governance Committee must each have at least two directors. Our Board has also established a standing Investment Committee and may from time to time establish other committees to facilitate the management of the Company.

The following table is a summary of our committee structure and members on each of our committees:

William H. Lenehan

John S. Moody

X (Chair)

Douglas B. Hansen

X (Chair)

Charles L. Jemley

X (Chair)

Barbara Jesuele

Marran H. Ogilvie

X (Chair)

Toni Steele

Liz Tennican

The Audit and Risk Committee, Compensation Committee, Nominating and Governance Committee and Investment Committee each operate under written charters adopted by the Board. The charters for the Audit and Risk Committee, Compensation Committee and Nominating and Governance Committee are available on our website at www.fcpt.com under Investors — Corporate Governance.

Audit and Risk Committee

The Audit and Risk Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the board of directors. The primary duties of the Audit and Risk Committee are to, among other things:

•	meet periodically with management, the independent auditor and the internal auditor to review the integrity of the Company’s internal controls over financial reporting, including the process for assessing risk of fraudulent financial reporting and detection of material control weaknesses;

•

review and discuss the Company’s annual audited and quarterly financial statements, including reviewing the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” prior to filing or distribution of the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable;

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•	review with financial management and the independent auditor the Company’s quarterly and year-end financial results prior to the public release of earnings;

•	review major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls over financial reporting;

•	directly appoint, retain, compensate, oversee, evaluate and terminate the Company’s independent auditor;

•	review and discuss with the independent auditor any audit problems or difficulties encountered during the course of the audit and management’s response thereto;

•	pre-approve all non-audit services to be performed by the independent auditor in accordance with the policy regarding such pre-approval adopted by the Audit and Risk Committee;

•

at least annually, consider the independence of the independent auditor, including a review of any significant engagements of the independent auditor and all other significant relationships with the auditor that could impair its independence, and evaluate the independent auditor’s qualifications, performance and independence;

•	meet with the independent auditor prior to the audit to review its audit plan, including staffing, the scope of its audit and general audit approach;

•

oversee the accuracy and reliability of the Company’s quantitative public disclosures related to environmental, social and governance as well as review with senior management the type and presentation of the Company’s quantitative public disclosures related to environmental, social and governance matters;

•

oversee our internal audit function, including confirming that we maintain an internal audit function that reports to the Audit and Risk Committee and provides management and the Audit and Risk Committee with ongoing assessments of the Company’s risk management process and system of internal control and review any significant reports to management prepared by the internal auditor; and

•	At least quarterly, review the Company’s enterprise risk management process by reviewing material risks to the Company, including material risks related to cyber-attacks, environmental concerns such as climate change, social issues or other sources of material risks to the Company.

The Board has determined that each member of the Audit and Risk Committee is independent under the independence requirements set forth by the SEC, in the NYSE listing requirements and the Audit and Risk Committee charter. The Board has determined that each member of the Audit and Risk Committee is financially literate in accordance with the NYSE listing requirements and that Mr. Jemley, Ms. Ogilvie and Ms. Tennican are each an “audit committee financial expert” under applicable SEC rules and regulations. The Audit and Risk Committee met eight times in 2023.

Nominating and Governance Committee

The primary responsibilities of the Nominating and Governance Committee are to, among other things:

•	identify individuals qualified to become members of our Board, consistent with criteria approved by our Board, and recommend to our Board a slate of director nominees for the next annual meeting of stockholders;

•	oversee the evaluation process of the Board (including evaluating other time commitments that may affect Board participation) and provide advice regarding Board succession;

•	recommend to the Board membership for each committee of the Board;

•	provide oversight of the risks associated with the Nominating and Governance Committee’s other purposes and responsibilities;

•	review the appropriate size, function and needs of the Board;

•

annually review the composition of the Board for skills and characteristics focused on the governance and business needs and requirements of the Company (including evaluating other potential time commitments and capacity of each member) and the qualifications and independence of the members of the Board and its various committees; and

•	recommend to our Board certain corporate governance matters and practices.

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The Board has determined that each member of the Nominating and Governance Committee is independent under applicable NYSE rules. The Nominating and Governance Committee met four times in 2023.

Compensation Committee

The primary responsibilities of the Compensation Committee are to, among other things:

•

annually review and approve corporate goals and objectives relevant to the President and Chief Executive Officer’s compensation, evaluate the President and Chief Executive Officer in light of those goals and objectives and make recommendations to the other independent directors who will, together with the Compensation Committee, determine and approve the President and Chief Executive Officer’s compensation;

•	review and approve compensation of and compensation policy for the executive officers;

•	annually review and approve the objective performance measures and the performance targets for executive officers participating in the Company’s long-term incentive plans and certify the performance results under such measures and targets;

•	review and make recommendations to our Board, as appropriate, regarding employment agreements, severance arrangements and plans and change in control arrangements for the President and Chief Executive Officer and other executive officers;

•	review and discuss the Company’s compensation discussion and analysis (“CD&A”) with management and recommend to the Board whether to include such CD&A in the Company’s proxy statement and Annual Report on Form 10-K;

•	prepare the compensation committee report for inclusion in the Company’s proxy statement;

•	review the results of any stockholder advisory vote on compensation;

•	oversee the annual review of our compensation policies and practices for all employees;

•	review the Company’s programs related to human capital and talent management;

•	provide oversight of risks associated with the Compensation Committee’s responsibilities under its charter; and

•	administer, or delegate, as appropriate, our various employee benefit programs.

The Compensation Committee makes compensation decisions for our executive officers after careful review and analysis of appropriate performance information and market compensation data. The Compensation Committee, together with the other independent directors on the Board, determines the compensation for the Chief Executive Officer. The Chief Executive Officer provides recommendations to the Compensation Committee on the compensation for each executive officer other than himself. The Chief Executive Officer does not make recommendations with respect to his own compensation and is not present when his compensation is discussed by the Compensation Committee. The Chief Executive Officer’s recommendations for the other executive officers are based on his personal review of their performance, job responsibilities and importance to our overall business strategy. Although the Chief Executive Officer’s recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation for all executive officers.

Under its charter and the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan, as amended in 2022 (the “2015 Plan”), the Compensation Committee has the power to delegate the approval of grants to non-executive officers of stock options, restricted stock, restricted stock units and other equity awards under the 2015 Plan. The Compensation Committee first delegated such authority with respect to non-executive officers to our President and Chief Executive Officer in February 2016 and revised and re-delegated authority to our President and Chief Executive Officer in January 2023. The Compensation Committee has the power under its charter to delegate its authority to subcommittees if determined by the Compensation Committee to be necessary or advisable. The Compensation Committee has not delegated its authority to subcommittees.

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For fiscal year 2023, the Compensation Committee engaged the services of Semler Brossy Consulting Group (“Semler Brossy”), an executive compensation consultant, to provide advice and counsel in carrying out its duties. Semler Brossy provided the Compensation Committee with market data on executive pay practices and levels, and provided recommendations regarding the structure of executive employment arrangements, pay opportunities and equity based incentives.

The Compensation Committee has the sole authority to approve the compensation consultant’s fees and terms of its engagement. The Compensation Committee has reviewed its relationship with Semler Brossy to ensure that it believes that Semler Brossy is independent from management and that there is no conflict of interest resulting from retaining Semler Brossy. This review process includes a review of the services Semler Brossy provides, the quality of those services and fees associated with the services during the fiscal year, as well as consideration of the factors impacting independence that are set forth in NYSE rules.

The Board has determined that each member of the Compensation Committee meets the independence requirements set forth by the SEC and in the NYSE listing requirements and the Compensation Committee charter. The Compensation Committee met seven times in 2023.

Investment Committee

The primary responsibilities of the Investment Committee are to, among other things:

•	adopt investment policies for the Company and review such policies to determine that such policies are in the best interests of the Company’s stockholders;

•	review information provided by management regarding certain potential acquisitions, dispositions, significant lease extensions, significant capital investments and real estate financing arrangements, and convene with management as needed to discuss and assess such opportunities;

•

when appropriate, after review of management’s proposal, recommend to the Board approval of certain proposed acquisitions, dispositions, significant lease extensions, significant capital investments or real estate financing arrangements, provided always that such transaction falls within the Company’s strategy (previously approved by the Board) or, if not, the Investment Committee should explain the exception within their recommendation;

•	review and provide oversight regarding the management and performance of the Company’s assets; and

•	evaluate the investment performance of the Company’s portfolio based on benchmarks that the Board or the Investment Committee may select.

The Investment Committee met seven times in 2023.

Board Oversight of Risk Management

The ultimate responsibility for risk oversight rests with the Board. The Board assesses major risks facing the Company and reviews options for their mitigation. Our Corporate Governance Guidelines provide that the Board may delegate primary responsibility for oversight of specific risks to the committees of the Board.

The Compensation Committee: (i) provides oversight of the risks associated with the responsibilities in its charter; (ii) reviews our incentive and other compensation arrangements to confirm that compensation does not encourage unnecessary or excessive risk taking and review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy and executive compensation; (iii) participates at least annually in a joint meeting with the Audit and Risk Committee to oversee management’s risk assessment of the Company’s compensation policies and practices; and (iv) discusses with the Company’s management any disclosures required by Item 402(s) of Regulation S-K relating to the Company’s compensation risk management. The Compensation Committee has reviewed the Company’s compensation policies and practices and has determined that it has no policies or practices that are reasonably likely to have a material adverse effect on the Company.

The Nominating and Governance Committee is responsible for assessing the Board’s role in risk oversight and recommending appropriate disclosures for approval by the Board. In addition, the Nominating and Governance Committee oversees risks related to the Company’s corporate governance, corporate responsibility, director succession planning, political and charitable contributions, insider trading and reputational risk to the extent such risk arises from the topics under discussion.

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The charter for the Audit and Risk Committee requires, among other responsibilities, that it reviews the integrity of our internal controls over financial reporting, including the process for assessing risk of fraudulent financial reporting and detection of material control weaknesses. The Audit and Risk Committee also reviews significant financial risk exposures, including off-balance sheet financing, if any, and the steps management has taken to monitor and report such exposures. The Audit and Risk Committee also oversees the Company’s enterprise risk management process and evaluates the policies and practices developed and implemented by management with respect to risk assessment and risk management, which includes risks related to cyber-attacks and the Company’s cybersecurity program, the environment, social issues and any other material risks to the Company. As of November 11, 2022, the Audit and Risk Committee began overseeing the Company’s environmental, social and governance processes related to quantitative public disclosures.

The Board believes that the composition of its committees, and the distribution of the particular expertise of each committee’s members, makes this an appropriate structure to effectively monitor the risks discussed above.

The Board conducts an annual self-assessment aimed at enhancing its effectiveness. The directors review areas where they feel the Board functions effectively, as well as areas where the Board believes there are opportunities for improvement.

Board Skills and Diversity

The table below summarizes the key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the Board. A mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a mark does not mean the director does not possess that qualification or skill. Our director nominees’ biographies describe each director’s background and relevant experience in more detail.

CORPORATE GOVERNANCE

contributes to the Board’s understanding of best practices in corporate governance matters

✔

ENVIRONMENTAL & SUSTAINABILITY

contributes to the Board’s oversight and understanding of environmental and sustainability issues and their relationship to the company’s business and strategy

✔

EXECUTIVE COMPENSATION

contributes to the Board’s ability to attract, motivate and retain executive talent and to align compensation programs with shareholder interests

✔

FINANCE/CAPITAL MARKETS

valuable in evaluating FCPT’s capital structure, capital allocation and financial strategy (dividends/debt and equity issuances/stock repurchases/financing)

✔

FINANCIAL REPORTING/ACCOUNTING EXPERIENCE

critical to the oversight of the company’s financial statements and financial reports

✔

INDUSTRY BACKGROUND

contributes to a deeper understanding of our business strategy, operations, and competitive environment

✔

INVESTOR RELATIONS

contributes to the Board’s understanding of shareholder concerns and perceptions

✔

PUBLIC COMPANY EXECUTIVE EXPERIENCE

contributes to the Board’s understanding of operations and business strategy and demonstrates leadership ability

✔

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RISK MANAGEMENT

contributes to the identification, assessment and prioritization of significant risks facing the company

✔

Tenure and Independence

Tenure (Years)

Independence

Demographic Background

Age (Years)

Gender Identity (Man/Woman)

LGBTQ

✔

Ethnically Diverse

✔

We are committed to diversity and recognize the benefits of having a diverse Board. In particular, the Nominating and Governance Committee is resolved to strengthen its commitment to diversity by actively seeking to identify qualified ethnically diverse candidates for appointment. We view increasing diversity at the Board level as essential to maintaining our competitive advantage and supporting the attainment of our strategic objectives. Not only does diversity promote the inclusion of different perspectives and ideas, and ensure that we have the opportunity to benefit from all available talent, but having a diverse Board also makes prudent business sense and makes for better corporate governance. We believe that a truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender, cultural and other distinctions between directors. These differences are considered in determining the optimum composition of our Board. All Board appointments are based on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective. Our Nominating and Governance Committee regularly reviews and assesses Board composition on behalf of the Board and recommends the appointment of new directors.

In addition to the Nominating and Governance Committee’s search for ethnically diverse candidates, we will continue to ensure that our commitment to diversity is effectively implemented by annually reviewing and assessing the size, composition and operation of the Board, annually considering the recommendation of candidates for appointment or nomination to the Board based upon an assessment of the independence, skills, qualifications and experience of potential candidates and, when required, engaging qualified external advisors to assist the Board in conducting a search for candidates who meet the Board’s skills and diversity criteria. The Board will routinely assess whether the Board is composed of appropriately qualified members with a broad range of expertise relevant to the Company’s business.

Corporate Governance Guidelines

The Board has adopted a set of governance guidelines, the Four Corners Property Trust, Inc. Corporate Governance Guidelines, which are designed to promote the continued vitality of the Board and excellence in the execution of its duties. Our Corporate Governance Guidelines establish the practices and procedures of the Board with respect to director responsibilities, Board composition and member selection, Board independence, Board meetings and involvement of senior management, management succession planning, related party transactions, communications between directors and stockholders, Board committees and the evaluation of senior management and the Board. The Board reviews our Corporate Governance Guidelines at least annually and updates them as necessary to reflect improved corporate governance practices and changes in regulatory requirements. A copy of the Corporate Governance Guidelines is available on our website at www.fcpt.com under Investors – Corporate Governance.

Code of Ethics

Our Code of Business Conduct and Ethics applies to all of our employees, including our principal executive officer, principal financial officer, chief accounting officer and our other officers. The Code of Business Conduct and Ethics sets forth our policy to operate within the letter and spirit of all applicable laws and regulations, while conducting our business with regard to our core values of integrity and fairness, respect and caring, diversity, teamwork and excellence. A copy of the Code of Business Conduct and Ethics is available on our website at www.fcpt.com under

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Investors — Corporate Governance. We intend to disclose any changes in or waivers from the Code of Business Conduct and Ethics that are required to be disclosed by posting such information on our website.

Prohibition on Short Sales, Hedging, Pledging and Margin Accounts

Our Insider Trading Policy prohibits our officers, directors and all other employees from (i) engaging in short sales, (ii) buying or selling put or call positions or other derivative securities based on our securities, (iii) buying financial instruments designed to hedge or offset any decrease in the market value of our securities, and (iv) frequent trading of our securities to take advantage of fluctuations in share price. In addition, all of our officers and directors are prohibited from holding out securities in margin accounts or otherwise pledging our securities as collateral.

Stock Ownership Policy

We have a stock ownership policy for our non-employee directors and named executive officers. Our non-employee directors are required to own shares of our common stock or common stock equivalents that have a market value equal to at least $400,000. Our CEO is required to own shares of our common stock or common stock equivalents that have a market value equal to at least six times his annual base salary and our other named executive officers must own shares of our common stock or common stock equivalents that have a market value equal to at least three times their annual base salary. Under the stock ownership policy, a non-employee director must hold 75%, and a named executive officer must hold 50%, of any net after tax shares issued to him or her until he or she achieves the required stock ownership level. In addition to stock granted to our named executive officers for compensation, all of our named executive officers have purchased shares of our common stock with personal funds. As of December 31, 2023, all of our non-employee directors and named executive officers were in compliance with our stock ownership policy.

Communications with the Board

Any stockholder or other interested party may contact the Board, including any non-employee director or the non-employee directors as a group, or the Chairperson by writing to our Corporate Secretary at 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. In general, any stockholder communication delivered to our Corporate Secretary for forwarding to the Board, the Chairperson or a specified group of Board members will be forwarded in accordance with the stockholder’s instructions. However, our Corporate Secretary reserves the right not to forward to Board members any abusive, threatening or otherwise inappropriate materials.

Attendance of Directors at Annual Meetings of Stockholders

While we do not have a formal policy requiring our directors to attend stockholder meetings, directors are invited and encouraged to attend all meetings of stockholders. All eight directors serving as of June 8, 2023 attended the 2023 Annual Meeting of stockholders held on June 8, 2023.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or has ever been an executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of our executive officers served on any compensation committee (or its equivalent) of any other entity, the executive officers of which served as a director of the Company or a member of our Compensation Committee.

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AUDIT AND RISK COMMITTEE REPORT

The Audit and Risk Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Four Corners Property Trust, Inc. (the “Company”) assists the Board with its oversight responsibilities regarding the Company’s financial reporting process. The Company’s management is responsible for the preparation and presentation of the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and the integrity of the reporting process, including the Company’s accounting policies, internal audit function, internal control over financial reporting and disclosure controls and procedures. KPMG LLP, the Company’s independent registered public accounting firm, is responsible for performing an audit of the Company’s financial statements and for expressing an opinion on the conformity of the consolidated financial statements with GAAP. In addition, in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the Audit Committee reviewed and discussed with management, the company’s internal auditors and KPMG, management’s report on the operating effectiveness of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, including KPMG’s related report thereon.

The Audit Committee supervises the relationship between us and our independent registered public accounting firm, including making decisions about their appointment or removal, reviewing the scope of their audit services, approving non-audit services, approving the fees for their services, and confirming their independence. With regard to the fiscal year ended December 31, 2023, the Audit Committee (i) reviewed and discussed with management our audited consolidated financial statements as of December 31, 2023, and for the year then ended; (ii) discussed with KPMG LLP, the independent auditors, the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”); (iii) received the written disclosures from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee regarding independence; and (iv) discussed with KPMG LLP their independence. Based on the foregoing, the Audit Committee has satisfied itself as to the independence of KPMG. KPMG has served as our independent registered public accounting firm since 2015.

Based on the review and discussions described above, the Audit Committee recommended to our Board that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The Audit and Risk Committee:

Charles L. Jemley, Chairperson

Marran H. Ogilvie

Liz Tennican

The Audit Committee Report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act that might incorporate SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Four Corners Property Trust, Inc. (the “Company”) reviews and discusses the Company’s compensation discussion and analysis (“CD&A”) required by Item 402(b) of Regulation S-K with management and recommends to the Board whether to include such CD&A in the Company’s proxy statement and Annual Report on Form 10-K.

The Compensation Committee has reviewed and discussed the CD&A with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in the Company’s proxy statement for the Company’s 2024 Annual Meeting of Stockholders and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The Compensation Committee:

Douglas B. Hansen, Chairperson

Barbara Jesuele

John S. Moody

Marran H. Ogilvie

Toni Steele

The Compensation Committee Report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act, or the Exchange Act that might incorporate SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

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DIRECTOR COMPENSATION

Director Compensation Policy

Our director compensation policy, as updated in June 2022, provides that each non-employee director will receive (i) a base annual cash retainer of $65,000, payable in quarterly installments, in arrears, and (ii) an annual award of $120,000 in restricted stock units (“RSUs”) of the Company under the 2015 Plan, granted on the date of our annual meeting of stockholders, which will vest on the first anniversary of the applicable grant date. Additionally, each new member of the Board who is appointed to the Board other than on the date of our annual meeting of stockholders shall, upon being appointed to the Board, receive a prorated award of RSUs, which will vest on the date of the first annual meeting of stockholders following the applicable grant date.

Each non-employee director will receive an award of dividend equivalent rights (“DERs”) with respect to each RSU granted to the director for all dividends and distributions in cash, shares of the Company’s common stock or other property which are paid on one share of the Company’s common stock, and all such DERs will be deemed to be reinvested in additional RSUs as of the payment date for such dividend or distribution. Each additional RSU that results from such deemed reinvestment of DERs will be subject to the same terms and conditions (including vesting) as the underlying RSU. Each non-employee director may (but is not required to) elect to defer the receipt of shares of the Company’s common stock that would otherwise be payable upon vesting of the RSU, including annual RSU awards and any additional RSUs received as a result of the deemed reinvestment of DERs, in accordance with procedures as may be established by the Compensation Committee. With respect to 2023, three of our non-employee directors (Mr. Jemley and Mmes. Ogilvie, Steele, and Tennican) elected to defer receipt of their shares.

Under the director compensation policy, the non-executive Chairperson of the Board or lead independent director, if appointed, will receive an additional cash retainer of $40,000, payable in quarterly installments, in arrears, and an additional annual award of $60,000 in RSUs, which will vest on the first anniversary of the applicable grant date. The chairpersons of the Audit and Risk Committee, Compensation Committee, Nominating and Governance Committee and Investment Committee of the Board will receive additional annual cash retainers as follows: $15,000 to the Chairperson of the Audit and Risk Committee; and $10,000 to each Chairperson of the Compensation Committee, Nominating and Governance Committee and the Investment Committee, in each case payable in quarterly installments, in arrears.

Non-employee directors may elect to receive all or a portion of any annual cash retainer (including cash retainers for service as Chairperson of any committee or for service as non-executive Chairperson of the Board or lead independent director) in fully vested RSUs. Each non-employee director will receive an award of DERs with respect to each such RSU granted to the director in lieu of his or her annual cash retainer. Each non-employee director may (but is not required to) elect to defer the receipt of shares of the Company’s common stock that would otherwise be payable upon vesting of any such RSUs in accordance with procedures as may be established by the Compensation Committee. None of our non-employee directors elected to receive their annual cash retainer in the form of RSUs with respect to 2023. The Company will also reimburse each of the directors for his or her out-of-pocket expenses incurred in connection with the performance of Board duties.

Equity Awards Granted to Directors in 2023

On June 8, 2023, at our 2023 Annual Meeting of stockholders, Mr. Moody, as the Chairperson of our Board, was granted an award of 6,829 RSUs and each other non-employee director then-serving on the Board was granted an award of 4,553 RSUs. Each such RSU award is scheduled to vest on June 8, 2024 and will be settled in stock following vesting (unless the applicable director elects to defer such settlement, as described above).

Director Stock Ownership Policy

We believe that equity ownership by our non-employee directors further aligns their interests with our stockholders’ interests. To that end, we maintain a Stock Ownership Policy that applies to all of our non-employee directors. Pursuant to such policy, each non-employee director is required to own shares of our common stock or common stock equivalents that have a market value equal to at least $400,000. Each director is required to retain 75% of net shares (after payment of applicable taxes) received by the director from any equity award until the applicable stock ownership requirement is achieved. As of December 31, 2023, all of our non-employee directors were in compliance with our Stock Ownership Policy.

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Director Compensation Table

The following table presents information regarding the compensation earned in 2023 by non-employee directors who served on the Board during the year. The compensation paid to Mr. Lenehan, our CEO, is presented below in the section entitled “Executive Compensation—2023 Summary Compensation Table.” Mr. Lenehan does not receive any compensation for his services as a member of the Board, including any grants of RSUs.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
John S. Moody	115,000	180,000	295,000
Douglas B. Hansen	75,000	120,000	195,000
Charles L. Jemley	80,000	120,000	200,000
Barbara Jesuele	52,903	150,904	203,807
Marran H. Ogilvie	75,000	120,000	195,000
Toni Steele	65,000	120,000	185,000
Liz Tennican	65,000	120,000	185,000

(1)

Amounts reported in fiscal 2023 include the aggregate grant date fair value of the RSUs granted to the non-employee directors in 2023, each calculated in accordance with FASB ASC Topic 718. The grant date fair value of the RSUs granted to the non-employee directors in 2023 is equal to the number of RSUs granted to the director (6,829 for Mr. Moody and 4,553 for each other non-employee director) multiplied by the closing market price of our common stock on the applicable date of grant ($26.36 on June 8, 2023).Ms. Jesuele was nominated to the Board in March 2023 and elected by stockholders at the 2023 Annual Meeting, and as such, received a pro-rated annual award for time served from nomination in March 2023 through her election to the Board at the 2023 Annual Meeting upon which she received an annual RSU grant valued at $120,000.

The table below shows the aggregate number of unvested RSU awards held as of December 31, 2023 by each non-employee director who was serving as of December 31, 2023.

Name			RSUs Outstanding at Fiscal Year End (#)
John S. Moody			7,028
Douglas B. Hansen			4,685
Charles L. Jemley			4,685
Barbara Jesuele			4,685
Marran H. Ogilvie			4,685
Toni Steele			4,685
Liz Tennican			4,685

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EXECUTIVE OFFICERS

The following table sets forth certain information regarding our executive officers.

Name	Position With the Company	Age
William H. Lenehan	President and Chief Executive Officer	47
Gerald R. Morgan	Chief Financial Officer	61
James L. Brat	Chief Operations Officer, General Counsel and Secretary	54

Please see “Proposal One: Election of Directors—Directors” above for information regarding William H. Lenehan.

Gerald R. Morgan has served as our Chief Financial Officer since 2015. Before joining the Company, from 2012 to 2015, Mr. Morgan was a Managing Director of Amstar Advisers, a private real estate investment manager that acquires, manages and develops industrial, office, multifamily and retail properties in select U.S. and international markets and served on Amstar’s Executive and Investment Committees. From 2010 to 2011, Mr. Morgan was the Managing Director of Financial Strategy and Planning for Prologis, a global industrial REIT, where he was involved in the company’s capital markets and M&A activities. Prior to Prologis, Mr. Morgan was President and CFO of American Residential Communities. In addition, Mr. Morgan has served as a senior officer with Archstone, which was a national public apartment REIT before it was sold, and as the CFO of Francisco Partners, a technology-focused private equity fund. Mr. Morgan obtained a B.S. in Mechanical Engineering and a Master of Business Administration degree from Stanford University.

James L. Brat has served as our Chief Operations Officer, General Counsel, and Secretary since 2023, and previously as Chief Transaction Officer, General Counsel and Secretary since January 2020 and previously served as our General Counsel and Secretary from 2015 to January 2020. Before joining the Company, Mr. Brat was a partner in the real estate department at the law firm of Pircher, Nichols & Meeks where he practiced from 1998 until he became our General Counsel and Secretary. Mr. Brat received his B.A. in German from Macalester College and his Juris Doctorate from UCLA School of Law.

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EXECUTIVE COMPENSATION

DISCUSSION AND ANALYSIS

Introductory Note

This section describes the material components of our executive compensation program for our three named executive officers. Each of the three executives described above in the section entitled “Executive Officers” was a named executive officer for 2023.

On March 7, 2024, we announced planned senior leadership changes. Gerald R. Morgan, the Chief Financial Officer of the Company, will retire from employment with the Company as the Chief Financial Officer effective as of May 3, 2024. In connection with Mr. Morgan’s retirement, subject to his appointment by the Board, Patrick L. Wernig, the Company’s current Managing Director of Acquisitions, will be appointed as the Company’s Chief Financial Officer on or about May 3, 2024. Effective as of May 3, 2024, Mr. Morgan will no longer be an executive officer and will assume an advisory role with the Company through October 2024, after which he will become a consultant through February 28, 2026 (in each case, unless his employment or service, as applicable, is earlier terminated in accordance with the transition agreement he entered into with the Company).

Overview of Company Performance During 2023

2023 was a year of significant accomplishment for the Company. We made substantial progress in building out our team and executing our strategic plan, which includes growing and diversifying our property portfolio. More specifically, we accomplished the following during 2023:

•	Generated net income per diluted share of $1.07, funds from operations, or FFO, of $1.62 per diluted share and Adjusted FFO of $1.67 per diluted share, reflecting a decrease of $0.13 per share, reflecting an increase of $0.02 per share and $0.03 per share, respectively, from the prior year;¹

•	Increased the dividend rate by 1.5% to $1.38 per share per year;

•	Maintained a conservative leverage level within our usual parameters;

•	Continued to develop the team’s acquisitions and operational capabilities through training and recruiting;

•	Continued to foster a team-oriented culture and grow the Company’s headcount, which we believe will provide a competitive advantage over the long term;

•	Engaged in real estate transactions for a total investment of $341.1 million, including capitalized transaction costs, representing 92 properties and ground leasehold interests and 41 unique brands;

•	Continued to diversify our portfolio by making multiple acquisitions of non-restaurant retail properties, resulting in 19.7% of our portfolio’s contractual base rent consisting of non-restaurant retail properties as of December 31, 2023; and

•	Sold 5,805,334 shares under the At-The-Market (ATM) program at a weighted-average selling price of $26.42 per share, for net proceeds of approximately $153.4 million, after issuance costs, which we employed to fund acquisitions and for general corporate purposes.

Compensation Philosophy and Objectives

Our compensation program is a pay-for-performance model based upon the philosophy that we should incentivize our named executive officers to improve our financial performance, profitably grow our business and increase stockholder value, and focus rewards to the attainment of these objectives. More specifically, our program is designed to support and reward our named executive officers for the effective stewardship of our existing asset base, accretive acquisitions to increase that asset base, increased efficiency in our operations, the raising and using capital to reduce the cost of capital for such acquisitions, and, over time, the profitable growth of the business. As such, a large portion of each named executive officer’s compensation package consists of short-term and long-term incentive awards that pay out only upon the achievement of corporate and individual performance objectives, including equity awards that are linked to increases in stock value over time. Our compensation program does not reward our named executive officers for the mere accumulation of additional properties. Rather, the performance objectives established by the

1	See Supplemental Disclosure Regarding Non-GAAP Financial Information in Annex A.

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Compensation Committee are designed to reward our executives for the successful execution of our acquisition strategy, which entails growing and diversifying our existing portfolio with the purchase of nationally recognized branded restaurants and other retail properties that are well located and have creditworthy tenants whose operating cash flows are expected to meaningfully exceed their lease payments to us.

Our executive compensation program is designed to accomplish the following key objectives:

1.	Attract and engage effective executive officers who create long-term value for our stockholders;

2.	Align the long-term interests of our executive officers with the interests of the Company and our stockholders;

3.	Reward financial and operating performance and leadership excellence; and

4.	Motivate executives to remain at the Company for the long-term.

Overview of Compensation Components

To align with these objectives, we compensate our named executive officers using a combination of the following components: (i) base salary, (ii) annual incentive compensation (payable in cash up to target awards, and then in shares for any amount earned above target), (iii) long-term equity incentive compensation and (iv) broad-based health and welfare benefits that are made available to all of our employees.

The following charts illustrate the mix for fiscal 2023 between compensation elements for our Chief Executive Officer (“CEO”) and the average mix of our other named executive officers (for performance-based compensation, we used the “target” in determining the mix).

Checklist of Compensation Practices

Highlighted below are certain key features of our executive compensation program that promote good governance and serve the interests of our stockholders:

What We Do:

✔

Pay for Performance. A significant portion of each named executive officer’s total target compensation is at-risk and can only be earned based on the achievement of certain pre-established performance criteria. Our performance-based restricted stock awards, which constitute 50% of the long-term incentive compensation awards that we grant to our named executive officers, are earned based on both the Company’s absolute stockholder returns and on its total stockholder return relative to the total stockholder returns of the companies in a comparison group of similarly situated companies over a three-year performance period. Our annual incentive compensation program does not reward the mere accumulation of additional properties, but rather is designed to reward our named executive officers for growing and diversifying our existing portfolio with the purchase of nationally recognized branded restaurants and other retail properties that are well located and have creditworthy tenants. Each named executive officer is eligible to earn an annual bonus in an amount that ranged from 0% to 150% of his target annual bonus

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opportunity. Beginning in 2023, when determining results of the annual incentive compensation program, the Board took consideration the Company’s progress towards its Environmental, Social and Governance (“ESG”) efforts.

✔	Stock Ownership Requirements. We have robust stock ownership requirements in place for the CEO and each of our other named executive officers, as well as for our non-employee directors.

✔

Clawback Compensation. We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by new SEC rules and NYSE Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation). In addition, incentive equity and cash compensation granted to our named executive officers is subject to clawback if there is a restatement of our financial statements due to fraud in which the executive participated.

✔

Independent Compensation Consultant. The independent Compensation Committee retains an independent compensation consultant to review and provide input to our executive compensation programs and practices including, but not limited to, assisting with our annual say-on-pay vote and consideration of peer groups and market data in determining compensation.

What We Don’t Do:

✘	No Single-Trigger Change in Control Provisions. Upon a change in control in which equity awards are being assumed or continued, a qualifying termination also must occur for the awards to accelerate.

✘	No Gross-Ups. We do not have any arrangements requiring us to gross-up compensation to cover taxes owed by the named executive officers, including excise taxes payable by an executive in connection with a change in control.

✘

No Dividends Paid on Unvested Stock Awards. Dividends on shares of both time-based and performance-based restricted stock and DERs on RSUs are reinvested in additional shares or RSUs, as applicable, which will not be issued to the executive unless and until the underlying restricted shares or RSUs become earned and vested.

✘	No Executive Perquisites. We do not provide any supplemental executive retirement plans, company cars, club memberships or other executive perquisites. The only perquisite is a membership for a gym, which is offered to all corporate employees.

✘	No Hedging or Pledging of Company Stock. Our Insider Trading Policy prohibits our officers, directors and employees from engaging in hedging and pledging activities.

Compensation Determination Process

Role of the Compensation Committee

The Compensation Committee makes compensation decisions for our named executive officers after careful review and analysis of performance information and market compensation data. The Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the compensation of the CEO, evaluates the CEO’s performance in light of such goals and objectives, and makes recommendations to the other independent directors on our Board who will, together with the Compensation Committee, determine and approve the CEO’s compensation, including the annual base salary level, annual bonus opportunity level, and long-term incentive compensation based on this evaluation. In evaluating and recommending the total compensation opportunity for the CEO (including the long-term incentive component), the Compensation Committee may consider a number of factors, including, but not limited to, the Company’s performance and both absolute and relative stockholder return, compensation opportunities (including the value of equity incentives) of chief executive officers at comparable companies, and historical opportunities and outcomes for the CEO (including prior equity grants).

The Compensation Committee also annually reviews and approves the compensation of our other named executive officers and evaluates the performance of such officers before approving their annual base salary level, annual cash bonus opportunity level, and long-term incentive compensation.

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Role of CEO in Compensation Decisions

The CEO provides recommendations to the Compensation Committee on the compensation for each named executive officer other than himself. The CEO does not make recommendations with respect to his own compensation and is not present during any Compensation Committee deliberations or voting with respect to his compensation. The CEO’s recommendations for the other executive officers are based on his personal review of their performance, job responsibilities, and importance to our overall business strategy.

Although the CEO’s recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation for all named executive officers.

Role of the Compensation Consultant

In 2023, the Compensation Committee engaged Semler Brossy as an independent compensation consultant to advise it on matters related to the compensation of our executive officers and directors. The role of the compensation consultant is to serve as an objective third-party advisor to the Compensation Committee on executive and director compensation arrangements, assessing reasonableness of compensation levels in comparison with those of similarly situated companies and the appropriateness of the compensation program structure in supporting the Company’s strategic objectives. The compensation consultant reports directly to the Compensation Committee and the Compensation Committee may replace the compensation consultant at any time. In 2023, Semler Brossy supported the Compensation Committee by (i) attending Compensation Committee meetings, (ii) preparing and presenting analyses on compensation levels, including competitive assessments of the Company’s practices and policies and (iii) assisting the Company in preparing compensation-related materials and disclosure as requested by the Company. Semler Brossy provided no other services to the Company in 2023.

In 2023, the Compensation Committee considered Semler Brossy’s independence and the existence of potential conflicts of interest with Semler Brossy, including by considering the factors prescribed by the NYSE listing rules and SEC rules. Based on such evaluation, the Compensation Committee determined that Semler Brossy is independent from management and that no conflict of interest exists.

Use of Peer Group and Market Data

The Compensation Committee uses peer group data as one tool in assessing and determining pay for our named executive officers, with secondary testing to a broader pay survey focused on the real estate industry. Competitive market data is intended to provide a framework for current market pay practices, trends, best practices, and overall industry performance. We believe this use of peer company data is consistent with how stockholders and proxy advisory firms use such data. However, over reliance on market data can provide an incomplete picture, and therefore we also factor in an individual’s personal contributions to the organization, unique qualifications and skill sets and the particular circumstances of our Company, and ultimately strive to create compensation magnitudes that are appropriate for the risk profile of our Company today and over the longer-term.

The Compensation Committee has retained Semler Brossy to, among other things: (1) assist in comparing our executive compensation to that of our peers; and (2) analyze trends in compensation in the marketplace, generally, and specific compensation program design changes among our peers, more specifically.

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In 2023, with recommendations from Semler Brossy, the Compensation Committee selected the companies to be included in our peer group based on a number of factors, including company size (particularly enterprise value and assets), business focus, complexity of operations, and geographic reach. The Compensation Committee, with advice from Semler Brossy, annually reviews our peer group and may update its composition to better reflect our competitive landscape or, if necessary, to account for any corporate changes, including acquisitions and dispositions. The following peer group was used by the Compensation Committee in 2023 for reviewing the executive compensation program.

			Acadia Realty Trust
			Agree Realty Corp.
			American Assets Trust, Inc.
			Broadstone Net Lease, Inc.
			Centerspace
			EPR Properties
			Getty Realty Corp.
			LXP Industrial Trust
			NETSTREIT Corp.
			One Liberty Properties, Inc.
			Retail Opportunity Investments Corp.
			RPT Realty
			Saul Centers, Inc.
			Spirit Realty Capital, Inc.
			STAG Industrial, Inc.
			Urstadt Biddle Properties, Inc.

The peer group reflected the following changes from our 2022 peer group, which were made with the goal of maintaining a peer group with core businesses as similar to the Company’s as possible:

Added:			Removed:
None			STORE Capital

Say-on-Pay

We provide our stockholders with the opportunity to vote annually on the advisory approval of the compensation of our named executive officers (a “say-on-pay proposal”). At our 2023 annual meeting, approximately 94.6% of the votes cast were voted in favor of our say-on-pay proposal. The Compensation Committee considered these 2023 results and will continue to consider the outcome of our say-on-pay proposals when making compensation decisions for our named executive officers. At our 2023 annual meeting, our stockholders recommended, on an advisory basis, that the stockholder vote on the compensation of our named executive officers occur every year. In light of the foregoing recommendation, our Board determined to hold a “say-on-pay” advisory vote every year. An annual advisory vote on executive compensation is consistent with our policy of seeking regular dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. Accordingly, our next advisory say-on-pay vote (following the say-on-pay proposal at this annual meeting) is expected to occur at our annual meeting in 2025.

Elements of Compensation

Base Salary

We pay our named executive officers base salaries in keeping with the scope, prominence, and impact of their respective positions, as well as competitive requirements. Base salaries provide a predictable, stable source of cash income to help retain and motivate our named executive officers.

In January 2023, the Compensation Committee and, with respect to Mr. Lenehan only, the other independent directors on our Board, approved an increase in the annual base salary of each of Messrs. Lenehan, Morgan and Brat, as shown in the table below. The Compensation Committee approved these increases in recognition of each named executive officer’s contribution to the Company’s strong performance in 2022, taking into account the base salaries of similarly situated executive officers at the Company’s peers.

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Named Executive Officer	2022 Base Salary	2023 Base Salary	Percent Change
William H. Lenehan	$661,798	$670,000	1.2%
Gerald R. Morgan	$455,042	$477,794	5.0%
James L. Brat	$430,076	$435,000	1.1%

(1)

Beginning in 2021, Mr. Lenehan’s annual base salary has been paid in cash with respect to $589,050,and with respect to the remaining portion in an RSU award. Accordingly, on January 20, 2023, Mr. Lenehan was granted a one-time RSU award with an aggregate grant date fair value of $80,950 in respect of portion of his annual base salary above $589,050. The RSU award vested in full on January 22, 2024.

Annual Incentive Compensation

The Company’s named executive officers were eligible to earn discretionary annual performance bonuses for the calendar year 2023 under our annual bonus program, based on the Compensation Committee’s (or, for Mr. Lenehan, the Board’s) overall assessment of certain Company and/or executive performance objectives for the year. The purpose of our annual incentive compensation program is to motivate the achievement of corporate and individual strategic objectives on an annual basis and to reward financial and operating performance and leadership excellence. Performance criteria considered when determining annual bonuses include, among others, the following: Achievement of Individual Goals, Acquisition Quality/Yield/Volume, AFFO per share growth, Absolute and Relative Total Shareholder Return, Financial Leverage, Credit Trends, 360-degree employee feedback, and ESG Progress.

The target annual bonus opportunities of the named executive officers for calendar year 2023 are displayed in the chart below, pursuant to the executives’ employment agreements with the Company, which are described below in the section entitled “Executive Compensation – Narrative Description to Summary Compensation Table and Grants of Plan-Based Awards Table – Employment Agreements with Named Executive Officers”. Each named executive officer was eligible to earn an annual bonus for 2023 in an amount that ranged from 0% to 150% of his target annual bonus opportunity.

Named Executive Officer	2023 Base Salary	2023 Target Annual Bonus (as a % of Base Salary)	2023 Target Annual Bonus
William H. Lenehan	$670,000	125%	$837,500
Gerald R. Morgan	$477,794	65%	$310,884
James L. Brat	$435,000	65%	$282,750

The Compensation Committee determined each named executive officer’s annual bonus amount for 2023 in its discretion based on its evaluation of the executive’s individual performance for the year and contributions to the Company’s overall success. Accordingly, the Compensation Committee and, with respect to Mr. Lenehan only, the other independent directors on our Board, approved the annual bonus amounts for the executives for 2023 displayed in the chart below.

Under our annual incentive compensation program, bonuses (to the extent earned) are payable in cash up to the target amount and in shares for any amounts earned over the target amount. We believe that partial payment in fully vested shares underscores an ownership ethic among our senior-most executives and align their interests with those of our shareholders. Because the named executive officers earned annual bonuses equal to their target annual bonus opportunities, their 2023 bonuses were paid solely in cash (other than with respect to Mr. Lenehan, as described below).

Named Executive Officer	2023 Target Annual Bonus	Earned 2023 Bonus (as a % of Target)	2023 Bonus Payout (Total Value)	Shares Issued for Payout Above Target (#)
William H. Lenehan	$837,500	100%	$837,500⁽¹⁾	N/A
Gerald R. Morgan	$310,884	100%	$310,884	N/A
James L. Brat	$282,750	100%	$282,750	N/A

(1)	As was consistent with years past, any amount of Mr. Lenehan’s bonus payable above his salary of $670,000 is payable in fully vested RSUs. With respect to 2023, Mr. Lenehan received 6,939 RSUs, which represented $167,500.

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Long-Term Incentive Compensation

In the first quarter of 2023, each named executive officer was granted an annual long-term equity incentive award under the 2015 Plan. The Compensation Committee grants long-term equity incentive awards in order to attract and retain talented executives, to motivate future performance and to link compensation to performance of the Company’s stock over a multi-year period. The Compensation Committee believes that long-term equity incentive awards align the long-term interests of the named executive officers with the interests of the Company and the Company’s stockholders.

In January 2023, the Compensation Committee and, with respect to Mr. Lenehan only, the other independent directors on our Board, approved an increase in each named executive officer’s aggregate target value for his annual long-term incentive award in recognition of each executive’s strong performance during calendar year 2022 and to motivate future performance and further align the interests of our named executive officers and our stockholders. The executives’ aggregate target values for the 2023 annual long-term incentive awards are displayed in the table below. Each executive’s long-term equity incentive award for calendar year 2023 was granted 50% in the form of performance-based restricted stock units (which we refer to as “performance-based restricted stock” in this proxy statement) and 50% in the form of time-based restricted stock units (which we refer to as “time-based restricted stock” in this proxy statement).

On January 20, 2023, the Compensation Committee (and, in the case of Mr. Lenehan, all of the independent directors on our Board) approved the following annual long-term equity incentive awards to the named executive officers: (i) Mr. Lenehan – 50,938 shares of time-based restricted stock and a target award of 50,938 shares of performance-based restricted stock; (ii) Mr. Morgan – 12,904 shares of time-based restricted stock and a target award of 12,904 shares of performance-based restricted stock; and (iii) Mr. Brat – 10,637 shares of time-based restricted stock and a target award of 10,637 shares of performance-based restricted stock. The total number of shares of restricted stock awarded to each executive was determined by dividing the aggregate target value of the annual long-term incentive award, as displayed in the table below, by the average closing price of the Company’s common stock for the five consecutive trading days ending on the grant date.

Named Executive Officer	2023 Aggregate Target Long-Term Incentive	Portion Granted as Performance- Based Restricted Stock (50%)	Portion Granted as Time-Based Restricted Stock (50%)
William H. Lenehan	$2,873,500	$1,436,750	$1,436,750
Gerald R. Morgan	$727,936	$363,968	$363,968
James L. Brat	$600,000	$300,000	$300,000

Time-Based Restricted Stock. The shares of time-based restricted stock granted to each named executive officer in 2023 will vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continuous employment with the Company through the applicable vesting date. If, after the first anniversary of the grant date, the executive’s employment is terminated by the Company for any reason other than “cause” (as defined in the 2015 Plan), death or “disability” (as defined in the applicable award agreement), or the executive resigns for “good reason” (as defined in the applicable award agreement), then the executive will become vested in a pro-rated number of shares, which will be determined based on the number of full months during the 36-month vesting period that the executive was employed by the Company, plus six additional months of service credit. If, within two years after the date of the consummation of a “change in control” (as defined in the 2015 Plan), the executive’s employment is terminated by the Company for any reason other than cause, death or disability, or the executive resigns for good reason, then the executive will become immediately vested in all of the shares. If the executive dies or becomes disabled prior to the vesting of the shares, then the executive will become immediately vested in all of the shares. All dividends payable with respect to the shares will be reinvested in additional shares of restricted stock, in the form of dividend equivalent units, which will be subject to the same vesting, forfeiture and other provisions that apply to the underlying shares of restricted stock.

Performance-Based Restricted Stock. The shares of performance-based restricted stock granted to each executive in 2023 (the “Target Shares”) will vest based on the Company’s achievement of a performance measure approved by the Compensation Committee over a three-year performance period commencing on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”). The performance measure is based in equal parts on (i) the Company’s total stockholder return (“TSR”) relative to the TSRs of the companies in a comparison group selected by the Compensation Committee (“RSR”) and (ii) the Company’s absolute TSR. While our executive pay peer group

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is made up of comparably-sized REITs in terms of enterprise value and assets in order to provide meaningful and appropriate compensation benchmark information, we have developed a separate performance peer set for comparisons of RSR within our performance share program. The RSR performance peer set is focused entirely on triple-net-lease REITs, which our Compensation Committee believes enables close comparisons with our market performance.

Each executive is eligible to become vested in between 0% and 200% of his Target Shares based on the achievement of the RSR and TSR performance measures, with each measure accounting for between 0% and 200% of the portion of the Target Shares that are eligible to vest according to that specific performance measure. After the Company’s TSR and RSR percentile is determined, the number of shares of restricted stock that vest will be determined by multiplying the executive’s Target Shares (that vest according to that specific measure) by the applicable percentage listed in the tables below.

Company RSR Relative to Comparison Group RSRs over Performance Period⁽¹⁾			Percentage of Target Shares that Vest due to RSR⁽²⁾
Maximum (75th Percentile)			200%
Target (50th Percentile)			100%
Threshold (25th Percentile)			0%
Below Threshold (<25th Percentile)			0%

(1)

The comparison group consists of the following companies: Agree Realty Corp., Broadstone Net Lease, Inc., EPR Properties, Essential Properties Realty Trust, Inc., Getty Realty Corp., Netstreit Corp., National Retail Properties, Inc., One Liberty Properties, Inc., and Realty Income Corp. Spirit Realty Capital, Inc. was previously included in the comparison group, but was removed after having been acquired by Realty Income Corp in 2024.

(2)	To the extent performance falls between two levels in the table above, linear interpolation will apply in determining the percentage of the Target Shares that vest.

Company TSR over Performance Period			Percentage of Target Shares that Vest due to TSR⁽¹⁾
Maximum (36.76% TSR)			200%
Target (22.50% TSR)			100%
Below Threshold (9.27% TSR)			0%

(1)	To the extent performance falls between two levels in the table above, linear interpolation will apply in determining the percentage of the Target Shares that vest.

Except as described below, each named executive officer must remain employed through the end of the Performance Period in order to vest in any of his shares. If the executive’s employment is terminated by the Company for cause following the end of the Performance Period and prior to the date on which the Compensation Committee certifies the level of achievement of the performance measure, then the executive will forfeit his award in full.

If, after the first anniversary of the grant date, the executive’s employment is terminated by the Company for any reason other than cause, due to the executive’s death or disability, or by the executive for good reason, then the executive will become vested in the total number of his Target Shares and will be issued a number of Additional Shares if, following the end of the Performance Period, the Compensation Committee certifies that more than 100% of the Target Shares would have become vested based on actual performance, in each case on a pro rata basis, determined based on the number of full months that the executive was employed by the Company during the Performance Period through his date of termination. If, within two years after the date of the consummation of a change in control, the executive’s employment is terminated by the Company for any reason other than cause, due to the executive’s death or disability, or by the executive for good reason, then the executive will become immediately vested in the Target Shares and will be issued a total number of Additional Shares, if any, based on actual performance measured through the date of the change in control.

All dividends paid with respect to the vested Target Shares will be reinvested in additional shares of stock, in the form of dividend equivalent units, which will be subject to the same vesting, forfeiture and other provisions that apply to the underlying Target Shares.

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Actual Performance of 2021 Performance-Based Restricted Stock

On January 20, 2024, the Compensation Committee and the Board determined that the performance-based restricted stock granted in 2021 to Messrs. Lenehan, Morgan and Brat with a performance period ended on December 31, 2023 vested below the threshold amounts resulting in 0% vesting of all shares subject to such awards. Our TSR over the performance period was -1.7%, and our relative TSR was below the threshold goal of the 33rd percentile.

Other Compensation Practices and Policies

Clawback Policy with Respect to Stock Awards. The time-based restricted stock and performance-based restricted stock award agreements and our executive employment agreements in effect for 2023 each provide that if (i) the Company is required to restate its financial statements due to fraud and (ii) the Compensation Committee determines that any of our named executive officers has knowingly participated in such fraud, then the Compensation Committee may, at any time within two years following such restatement, require the executive to (a) return to the Company any shares that vested under the applicable award agreement and any distributions received by the executive with respect to such shares and (b) pay to the Company the amount of any proceeds received by the executive from the disposition of any such shares, in each case during the period commencing two years before the beginning of the restated financial period and ending on the date of such Compensation Committee determination. The award agreements also provide that the shares issued to the executive thereunder, any distributions received by the executive with respect to such shares, and any proceeds received by the executive from the disposition of any such vested shares will be subject to mandatory repayment by the executive to the Company to the extent the executive is, or in the future becomes, subject to (A) any “clawback” or recoupment policy that is adopted by the Company or (B) any applicable laws which impose mandatory recoupment.

Compensation Recovery Policy. We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by new SEC rules and NYSE Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation).

Restrictive Covenants. The time-based restricted stock and performance-based restricted stock award agreements each contain certain restrictive covenant provisions, including restrictive covenants relating to the non-disclosure of confidential information and trade secrets, non-competition, non-solicitation of vendors, suppliers and licensees, and non-recruitment of employees. The non-competition, non-solicitation and non-recruitment covenants apply during the executive’s employment with the Company and run for twenty-four months following the executive’s termination of employment for any reason, provided that, if the executive is a resident of California and subject to its laws, then the non-competition covenant will not apply and the non-solicitation and non-recruitment covenants will be limited to apply only where the executive uses or discloses confidential information or trade secrets when engaging in the restricted activities. Each of our named executive officers is a resident of California.

Severance and Change in Control Benefits

In addition to the treatment of outstanding equity awards on a qualifying termination and/or change in control described above, we have employment agreements with our named executive officers, pursuant to which the executives may receive certain severance payments and benefits in connection with certain terminations of employment. The material terms of these agreements are described below in the section entitled “Executive Compensation – Narrative Description to Summary Compensation Table and Grants of Plan-Based Awards Table – Employment Agreements.”

Other Employee Benefits and Perquisites

We provide broad-based health and welfare benefits to all of our corporate employees, including our named executive officers, that are intended to attract and retain employees while providing them with health and welfare security. Our named executive officers are eligible to receive the same benefits, (including life and health benefits and vacation, holiday and sick time) that are available to all other corporate employees.

Our corporate employees are also eligible to participate in our 401(k) plan. Any employee, including our named executive officers, who satisfies certain eligibility requirements may defer a portion of their compensation, within prescribed tax code limits, through contributions to our 401(k) plan. For 2023, we matched up to 4% of each employee’s salary, subject to applicable statutory compensation limitations.

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We do not provide executive perquisites to our named executive officers.

Stock Ownership Policy

We believe that equity ownership by our named executive officers further aligns their interests with our stockholders’ interests. To that end, we maintain a stock ownership policy that applies to all of our named executive officers. Pursuant to such stock ownership policy, (i) the CEO is required to own shares of our common stock or common stock equivalents that have a market value equal to at least six times the CEO’s annual base salary, and (ii) each other named executive officer is required to own shares of our common stock or common stock equivalents that have a market value equal to at least three times the executive’s annual base salary. Each executive is required to retain 50% of net shares (after payment of applicable taxes) received by the executive from any equity award until the applicable stock ownership requirement is achieved. As of December 31, 2023, all of our named executive officers were in compliance with our stock ownership policy.

Prohibition on Short Sales, Hedging, Pledging and Margin Accounts

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), generally prohibits publicly held corporations from taking a tax deduction for annual compensation in excess of $1 million paid to any of the corporation’s “covered employees,” which include its chief executive officer, chief financial officer and three other most highly compensated executive officers, unless it qualifies for transition relief afforded to compensation payable pursuant to certain binding arrangements in effect on November 2, 2017.

We believe that we qualify as a REIT under the Internal Revenue Code and generally are not subject to federal income taxes, provided we distribute to our stockholders at least 90% of our taxable income each year. As a result of the Company’s tax status as a REIT, the loss of a deduction under Section 162(m) of the Internal Revenue Code may not affect the amount of federal income tax payable by the Company. However, if any portion of an executive’s compensation is subject to limitation under Section 162(m) of the Internal Revenue Code, the loss of this deduction will increase the Company’s Earnings & Profits for 2023 and, accordingly, increase the amount of distributions paid in 2022 that would be characterized as dividends. In approving the amount and form of compensation for our named executive officers in the future, the Compensation Committee may consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 162(m) of the Internal Revenue Code; however, we may not be able to take a deduction for any compensation in excess of $1 million that is paid to a covered employee.

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COMPENSATION TABLES

Summary Compensation Table

The following table sets forth certain information with respect to the compensation paid to our named executive officers during the fiscal years ended December 31, 2023, 2022 and 2021.

Name and Principal Position	Year	Salary ($)	Bonus ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)⁽³⁾	Total ($)
William H. Lenehan, President and Chief Executive Officer	2023	670,000⁽⁴⁾	837,500	3,580,283	—	254,283	5,342,066
	2022	661,798	661,798	2,223,573	—	82,293	3,629,462
	2021	630,284	630,284	1,109,777	—	409,075	2,779,420
Gerald R. Morgan, Chief Financial Officer	2023	477,794	310,884	951,934	—	85,192	1,825,804
	2022	455,042	296,080	691,265	—	32,901	1,475,288
	2021	433,373	281,981	277,058	—	128,975	1,121,387
James L. Brat, Chief Operations Officer, General Counsel and Secretary	2023	435,000	282,750	1,177,581	—	57,461	1,952,792
	2022	430,076	222,453	443,876	—	24,480	1,120,886
	2021	409,596	211,860	220,532	—	78,385	920,373

(1)	Amounts reported in fiscal 2023 reflect discretionary annual bonuses paid to our named executive officers under our 2023 annual incentive compensation program for such year.

With respect to Mr. Lenehan, 20% of his target annual bonus was paid in the form of fully vested shares of our common stock valued at $167,500, which shares were issued on January 19, 2024 under 2015 Plan. The number of shares issued to Mr. Lenehan (6,939) was determined based on the closing price of the Company’s common stock on such date.

(2)

Amounts include the aggregate grant date fair value of the time-based restricted stock and performance-based restricted stock awards granted to Messrs. Lenehan, Morgan and Brat in 2023, each calculated in accordance with FASB ASC Topic 718. The grant date fair value of the time-based restricted stock award granted to each of Messrs. Lenehan, Morgan and Brat ($1,438,489, $364,409 and $300,389, respectively) is equal to the closing price of our common stock on the grant date ($28.24) multiplied by the number of shares of time-based restricted stock granted to each executive (50,938, 12,904, and 10,637, respectively). The grant date fair value of the time-based restricted stock units granted to Mr. Brat of $400,482 is equal to the closing price of our common stock on the grant date ($28.24) multiplied by the number of shares of time-based restricted stock granted (14,181).

The grant date fair value of the performance-based restricted stock award granted to each executive in 2023 is as follows: Mr. Lenehan - $1,910,165; Mr. Morgan - $483,897; and Mr. Brat - $398,851. The grant date fair value of each performance-based restricted stock award was estimated on the grant date using a Monte Carlo Simulation Model and assumes 133% of the target performance will be achieved, as such level of achievement represents the probable outcome of the applicable performance measure as of the grant date. If the maximum level of performance is achieved, the grant date fair value of the performance awards to Messrs. Lenehan, Morgan and Brat would be valued at $2,873,500, $727,936, and $600,000, respectively. More information on the assumptions made when calculating the grant date fair values of the performance-based restricted stock awards is found in Note 11 (Stock-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023.

(3)	Amounts consist of (i) Company-paid contributions to our 401(k) plan on behalf of each of our named executive officers ($13,200) and (ii) the dividends and/or dividend equivalent units paid on vested equity awards ($241,083 (for Mr. Lenehan), $71,992 (for Mr. Morgan) and $44,261 (for Mr. Brat)).

(4)	At Mr. Lenehan’s election, in lieu of receiving his increase in annual base salary in cash for 2023, the Company granted Mr. Lenehan a one-time RSU award on January 22, 2023 with an aggregate value of $81,048. The RSU award vested in full on January 22, 2024.

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Grants of Plan-Based Awards Table

The table below sets forth information with respect to grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2023.

		Estimated Future Payouts Under Equity Incentive Plan Awards⁽¹⁾			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽²⁾	Grant Date Fair Value of Stock Awards ($)⁽³⁾
Name	Grant Date	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock Awards ($)⁽³⁾
William H. Lenehan	1/20/2023	25,469	50,938	101,875		1,910,165
	1/20/2023				50,938	1,438,489
	1/20/2023				2,870	81,048
	1/20/2023				8,211	231,629
Gerald R. Morgan	1/20/2023	6,452	12,904	25,808		483,897
	1/20/2023				12,904	364,409
	1/20/2023				3,674	103,628
James L. Brat	1/20/2023	5,318	10,637	21,272		398,851
	1/20/2023				10,637	300,389
					14,181	400,482
					2,760	77,859

(1)	These amounts represent the potential range of payouts of performance-based restricted stock awards granted under our 2015 Plan, which vest based on the achievement of a performance measure over a three-year performance period commencing on January 1, 2023 and ending on December 31, 2025.

(2)

For Mr. Lenehan, these amounts represent (i) 50,938 restricted shares in the form of a time-based restricted stock award granted under the 2015 Plan, which vests in equal installments on each of the first three anniversaries of the grant date, (ii) 2,870 restricted stock units in the form of a time-based restricted stock unit award granted under the 2015 Plan, which vested entirely on January 22, 2024, the first anniversary of the grant date, with both awards subject to the Mr. Lenehan’s continuous employment with the Company through the applicable vesting date, and (iii) 8,211 shares of immediately vesting stock for target annual bonus. For Morgan, these amounts represent (i) 12,904 restricted shares in the form of time-based restricted stock awards granted under the 2015 Plan, which vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continuous employment with the Company through the applicable vesting date, and (ii) 3,674 shares of immediately vesting stock for target annual bonus. For Mr. Brat, these amounts represent (i) 10,637 restricted shares in the form of a time-based restricted stock award granted under the 2015 Plan, which vests in equal installments on each of the first three anniversaries of the grant date, and (ii) 14,181 restricted stock units in the form of a time-based restricted stock unit award granted under the 2015 Plan, which vested entirely on January 22, 2028, the fifth anniversary of the grant date, with both awards subject to the Mr. Brat’s continuous employment with the Company through the applicable vesting date, and (iii) 2,760 shares of immediately vesting stock for target annual bonus.

(3)

The grant date fair values of the restricted stock awards were computed in accordance with FASB ASC Topic 718. The grant date fair value of each performance-based restricted stock award was estimated on the grant date using a Monte Carlo Simulation Model. The probable outcome of the applicable performance measure for the performance-based restricted stock as of the grant date is that 133% of the target threshold performance levels for vesting will be met. More information on the assumptions made when calculating the grant date fair values of the performance-based restricted stock awards is found in Note 11 (Stock-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements

We have entered into an employment agreement with each of our named executive officers (the “Employment Agreements”).

The term of the Employment Agreements were for an initial period commencing on November 27, 2018 and ending on November 27, 2021, with automatic renewals for additional one year periods unless either party gives written notice of nonrenewal. On September 19, 2023 our named executive officers executed amendments to the Employment Agreements extending the term of employment to April 30, 2024. Under the Employment Agreements, Messrs. Lenehan, Morgan and Brat will be paid an annual base salary, subject to annual review and adjustment, and are eligible to participate in the Company’s existing and future bonus and equity incentive plans and other incentive compensation programs for our senior executives, as well as all employee benefit and insurance plans sponsored or maintained for our senior executives.

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Under the Employment Agreements, if any named executive officer’s employment is involuntarily terminated by the Company without “cause” (including a termination due to the Company’s nonrenewal of the term of the agreement) or voluntarily terminated by the executive for “good reason” (each, as defined in the Employment Agreements), then subject to the executive’s compliance with the restrictive covenants set forth in the agreement and his execution and nonrevocation of a release of claims substantially in the form attached to the agreement, the executive will be eligible to receive a severance payment of (A) a lump-sum amount equal to 1.5 times, for Mr. Lenehan, or one times, for Messrs. Morgan and Brat, the sum of (i) the executive’s base salary in effect as of the date of termination and (ii) except in the case of termination due to the Company's nonrenewal of the term of the agreement, the executive’s target annual bonus amount in effect as of the date of termination, and (B) the annual bonus earned by the executive for the fiscal year of termination, based on actual full-year performance, pro-rated to reflect the executive’s time of service for such fiscal year through the date of termination, payable in a lump-sum at the time the Company pays bonuses to its senior executives. In addition, the Company will reimburse the named executive officer on a monthly basis for up to 18 months of health care benefits coverage at the same level provided to the executive at the time of his termination.

The Employment Agreements further provide that if the named executive officer’s employment is involuntarily terminated by the Company without “cause” (not including a termination due to the Company’s nonrenewal of the term of the agreement) or voluntarily terminated by the executive for “good reason,” in each case immediately prior to, on, or within 24 months following a change in control of the Company, then subject to the same conditions, the executive will be eligible to receive a severance payment of (A) a lump-sum amount equal to 2.5 times, for Mr. Lenehan, or 1.5 times, for Messrs. Morgan and Brat, the sum of (i) the executive’s base salary in effect as of the date of termination and (ii) the executive’s target annual bonus amount in effect as of the date of termination, and (B) the annual bonus earned by the executive for the fiscal year of termination, based on actual full-year performance, pro-rated to reflect the executive’s time of service for such fiscal year through the date of termination, payable in a lump-sum at the time the Company pays bonuses to its senior executives. In addition, the Company will reimburse the named executive officer on a monthly basis for up to 18 months of health care benefits coverage at the same level provided to the executive at the time of his termination.

The Employment Agreements further provide that if the named executive officer’s employment is terminated due to his death or “disability” (as defined in the Employment Agreements), then the Company will reimburse the executive (or his eligible dependents in the event of his death) on a monthly basis for up to 18 months of health care benefits coverage at the same level provided to the executive at the time of his termination.

Each Employment Agreement provides that, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to the named executive officer than receiving the full amount of such payments.

The Employment Agreements also require our named executive officers to comply with several restrictive covenants, including confidentiality and non-disparagement covenants which apply during and after the term of the executive’s employment with the Company and an employee non-solicitation covenant which applies during the course of the executive’s employment with the Company and for a 12-month period thereafter.

Amended Employment Agreements

On March 7, 2024, the Board approved entering into amended and restated employment agreements (the “A&R Employment Agreements”) with Messrs. Lenehan and Brat. The A&R Employment Agreements amend and restate the Employment Agreements. The material changes are as follows:

•	A&R Employment Agreements extend the initial term of the agreements from April 30, 2024 to the first anniversary of the effective date of each of the A&R Employment Agreements.

•	The A&R Employment Agreements set forth Messrs. Lenehan’s and Brat’s “target” annual bonus and “target” annual equity-based award opportunity.

•	The A&R Employment Agreements clarify that Messrs. Lenehan and Brat are eligible to receive a pro-rated annual bonus in connection with any qualifying termination of their employment, including in connection with non-renewal of the A&R Employment Agreement by the Company.

•	The A&R Employment Agreements clarify that Messrs. Lenehan and Brat are eligible to receive enhanced change in control severance in connection with non-renewal of the A&R Employment Agreement by the Company.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth the outstanding equity awards for each named executive officer as of December 31, 2023.

	Stock Awards
Name	Date of Grant	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽²⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾
William H. Lenehan	1/22/2023	50,938⁽³⁾	1,288,731	101,876	2,577,463
	1/22/2022	32,634⁽³⁾	825,640	36,522	924,007
	1/22/2021	9,235⁽³⁾	233,646	41,557	1,051,392

Gerald R. Morgan	1/22/2023	12,904⁽³⁾	326,471	25,808	652,942
	1/22/2022	9,686⁽³⁾	245,056	10,735	271,596
	1/22/2021	2,715⁽³⁾	68,690	12,215	304,040

James L. Brat	1/22/2023	24,818⁽³⁾	627,895	21,274	538,232
	1/22/2022	5,985⁽³⁾	151,421	6,824	172,647
	1/22/2021	1,725⁽³⁾	46,643	7,765	196,455
	1/22/2020	13,937⁽⁴⁾	352,606

(1)	Amounts reported are based on the closing market price of our common stock ($25.30) on December 29, 2023, the last trading day of our last completed fiscal year.

(2)

These awards consist of shares of performance-based restricted stock under our 2015 Plan, which vest based on the achievement of a performance measure over a three-year performance period commencing on January 1, 2023 and ending on December 31, 2025 (with respect to the awards granted in 2023), and January 1, 2022 and ending on December, 31, 2024 (with respect to the awards granted in 2022), and January 1, 2021 and ending on December 31, 2023 (with respect to the awards granted in 2021). The number in the table reflects the number of shares of restricted stock that the executive will earn based on achieving the maximum level of performance for the awards granted in 2023. The number in the table reflects the number of shares of restricted stock that the executive will earn based on achieving the target level of performance for the awards granted in 2022 and 2021. The level of achievement assumed for each award is the next higher performance level (i.e., target or maximum) that exceeds the actual performance level achieved in respect of each award calculated as of December 31, 2023, in accordance with SEC rules. The number of shares of restricted stock, if any, that will be earned by the executive will depend on the actual performance level achieved by the Company for the applicable three-year performance period.

(3)	These awards consist of shares of time-based restricted stock under our 2015 Plan, which vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment with the Company through the applicable vesting date.

(4)

This award consists of 13,937 restricted stock units in the form of a time-based restricted stock unit award granted under the 2015 Plan, which vests entirely on the fifth anniversary of the grant date, with both awards subject to the Mr. Brat’s continuous employment with the Company through the applicable vesting date.

Option Exercises and Stock Vested

The following table sets forth information with respect to the stock vested for each named executive officer during the fiscal year ended December 31, 2023. We do not have any outstanding options.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)⁽¹⁾⁽²⁾	Value Realized on Vesting ($)⁽³⁾
William H. Lenehan	85,148	2,402,025
Gerald R. Morgan	26,905	758,990
James L. Brat	17,078	481,770

(1)	Reflects shares of time-based and performance-based restricted stock that vested in 2023.

(2)	The number of shares acquired on vesting includes shares withheld to pay federal and state income taxes.

(3)	Reflects the value realized on vesting as calculated by multiplying the closing market price of our common stock on the applicable vesting date by the number of shares that vested on such date.

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Potential Payments Upon Termination or Change in Control

The following table sets forth quantitative information with respect to potential payments and benefits to each of our named executive officers in connection with certain qualifying terminations of employment, assuming that the qualifying termination of employment occurred on December 31, 2023. A description of these payments and benefits appears above in the sections entitled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” and “Elements of Compensation – Long-Term Incentive Compensation.” The amounts reported in the “Stock Awards” column below are based on the closing price of our common stock ($25.93) on December 29, 2023, the last trading day of our last completed fiscal year. Amounts reported below assume that no “best-pay cap” reduction would apply.

Name	Cash Severance Payments ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Health Care Benefits ($)⁽³⁾	Total ($)
William H. Lenehan
Termination Without Cause or for Good Reason	3,098,750	4,196,806	39,492	7,335,048
Termination Without Cause or for Good Reason After a Change in Control	4,606,250	5,069,032	39,492	9,714,774
Termination following Death or Disability	—	5,891,156	39,492	5,930,648
Gerald R. Morgan
Termination Without Cause or for Good Reason	1,099,562	1,196,888	35,591	2,332,042
Termination Without Cause or for Good Reason After a Change in Control	1,493,901	1,414,776	35,591	2,944,268
Termination following Death or Disability	—	1,604,071	35,591	1,639,662
James L. Brat
Termination Without Cause or for Good Reason	1,000,500	1,409,530	51,305	2,461,336
Termination Without Cause or for Good Reason After a Change in Control	1,359,375	1,769,381	51,305	3,180,061
Termination following Death or Disability	—	1,951,288	51,305	2,002,593

(1)

Represents (A) a multiple of the sum of (i) the executive’s base salary in effect as of the date of termination and (ii) the executive’s target annual bonus amount in effect as of the date of termination, and (B) the annual bonus earned by the executive for the fiscal year of termination, based on actual full-year performance, pro-rated to reflect the executive’s time of service for such fiscal year through the date of termination. The applicable multiple varies by executive and the applicable termination scenario. For additional details, see the section entitled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.”

(2)

Our time-based restricted stock and performance-based restricted stock award agreements provide that if an executive’s employment is terminated by the Company for any reason other than cause, death or disability, or the executive resigns for good reason, in each case within two years after a change in control, then the executive will become immediately vested in all of his time-based restricted stock shares and performance-based Target Shares, as applicable. The performance-based Additional Shares will vest based on actual performance through the date of the change of control.

Our time-based and performance-based restricted stock award agreements provide that if, after the first anniversary of the grant date, an executive’s employment is terminated by the Company for any reason other than cause, death or disability, or the executive resigns for good reason, then the executive will become vested in a pro-rated number of shares, which will be determined based on the number of full months during the 36-month vesting period or performance period, as applicable, that the executive was employed by the Company (plus six additional months of service credit in the case of time-based restricted stock awards). With respect to performance-based restricted stock awards, the number of shares that will vest (subject to pro-ration as described in the preceding sentence), if any, will be determined following the end of the performance period based on actual performance. The award agreements also provide that if the executive dies or becomes disabled prior to the vesting of the units or shares, as applicable, then he will become immediately vested in all of his units or shares, as applicable (with respect to the performance-based restricted stock award, 100% of the target shares will vest).

(3)	Represents reimbursement of health care benefits coverage for 18 months.

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PAY RATIO DISCLOSURE

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Lenehan, our President and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

We selected the median employee based on the aggregate number of full-time and part-time workers employed by the company and its consolidated subsidiaries as of December 31, 2023 (i.e., 493). As of such date, 92% of our employees work at one of the Company’s consolidated subsidiaries that operates seven LongHorn Steakhouse restaurants located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”). To identify the “median employee” from our employee population, we compared the amount of salary, wages and tips of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023 (excluding our CEO). We did not apply any cost-of-living adjustments as part of the calculation. The foregoing compensation measure was applied consistently to all our employees included in the calculation.

Based on these calculations, our median employee is one of our Kerrow Restaurant Operating Business employees. This employee is a part-time server and is paid on an hourly basis. The 2023 annual total compensation for our median employee (excluding our CEO), as determined based on SEC rules, was $17,391. The 2023 annual total compensation for our CEO, as determined based on SEC rules, was $5,342,066. The ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2023 is 307 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

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PAY VERSUS PERFORMANCE TABLE

The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year as required by Item 402(v) of Regulation S-K. For more information on the Company’s pay philosophy and pay for performance, please see the Compensation Discussion & Analysis on p. 25.

Year	Summary Compensation Table Total for PEO^(1)(2)(3)	Compensation Actually Paid to PEO	Average Summary Compensation Table Total for Non-PEO NEOs	Average Compensation Actually Paid to Non- PEO NEOs	Value of Initial Fixed $100 Investment Based On:		Net Income in thousands	Relative Stockholder Return⁽⁶⁾
Year	Summary Compensation Table Total for PEO^(1)(2)(3)	Compensation Actually Paid to PEO	Average Summary Compensation Table Total for Non-PEO NEOs	Average Compensation Actually Paid to Non- PEO NEOs	Total Shareholder Return⁽⁴⁾	Peer Group Total Shareholder Return⁽⁵⁾	Net Income in thousands	Relative Stockholder Return⁽⁶⁾
2023	$5,342,066	$4,031,813	$1,889,298	$1,557,658	$98.26	$122.84	$95,462	25.3%
2022	$3,629,462	$2,571,203	$1,298,087	$1,018,139	$110.91	$99.82	$97,908	71.5%
2021	$2,779,420	$1,916,694	$1,020,880	$803,582	$113.81	$132.23	$85,745	60.1%
2020	$3,277,517	$6,819,714	$1,388,110	$2,236,770	$111.64	$92.43	$77,567	90.4%

(1)	Amounts represent summary compensation total paid to our PEO.

(2)

Amounts outlined in this table represent “compensation actually paid” to our PEO and the average “compensation actually paid” to our remaining NEOs for the relevant SEC rules. For purposes of this Pay Versus Performance Table, PEO is William H. Lenehan, and remaining NEOs (for each covered year) are Gerald R. Morgan and James L. Brat.

(3)	The following table set forth on the next page outlines information concerning the calculation of the adjustment between the Summary Compensation and Compensation Actually Paid for each of the fiscal year ended December 31, 2023.

(4)	Absolute TSR for fiscal years 2023, 2022, 2021, and 2020 reflected as a percentage, is equal to -1.7%, 10.9%, 13.8% and 11.6%, respectively. Absolute TSR is one of the metrics we use in our long-term annual compensation program, as described in our Compensation Discussion & Analysis on p. 25.

(5)	For the relevant fiscal year, the peer group represents the cumulative TSR of the MSCI U.S. REIT Index, which differs from the comparison group of companies used in the “Relative Stockholder Return” column of this table as detailed below in footnote six.

(6)

Relative Stockholder Return is the Company’s Selected Measure for purposes of the SEC rules. Amounts shown in the table indicate the Company’s percentile ranking compared to the relative stockholder returns of the companies in a comparison group selected by the Compensation Committee, which differs from the peer group used in the column of this table titled “Peer Group Total Shareholder Return”. For more information on Relative Stockholder Return or RSR, please see our Compensation Discussion & Analysis on p. 25. While Relative Stockholder Return is the Company’s Selected Measure, absolute TSR comprises 50% of the award opportunity for performance based restricted stock awarded to NEOs and PEOs in relevant covered years.

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2023
	PEO	Average non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY	$(3,580,283)	$(1,064,757)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	2,490,469	754,875
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date	231,632	90,752
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	(608,309)	(150,617)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	156,238	38,107
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End	—	—
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date	—	—
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY	—	—
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY	—	—
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans	—	—
Total Adjustment	$(1,310,253)	$(331,640)

Relationship Between Financial Performance Measures

The line graphs below compare (i) the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs with (ii) Total Shareholder Return and Peer Group Total Shareholder Return, (iii) our GAAP Net Income and (iv) Relative Stockholder Return, in each case for the fiscal years ended December 31, 2020, 2021, 2022 and 2023.

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Reflects the Value of Initial Fixed $100 Investment Based On Total Shareholder Return and Peer Group Total Shareholder Return:

Pay Versus Performance Tabular List for fiscal year ended December 31, 2023

We believe the following performance measures represent the most important financial performance measures used by us in 2023 to link compensation actually paid to our PEO and NEOs for fiscal year ended December 31, 2023:

•	Absolute Total Rate of Return to Stockholders; and

•	Relative Stockholder Return.

For more information on compensation paid to NEOs, please see our Compensation Discussion & Analysis on p. 25.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information, as of December 31, 2023, with respect to equity compensation plans under which equity securities of the registrant are authorized for issuance.

	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity Compensation Plans Approved by Security Holders⁽¹⁾	675,256⁽²⁾		1,672,723
Equity Compensation Plans Not Approved by Security Holders	N/A	N/A	N/A
Total	675,256		1,672,723

(1)	Represents the 2015 Plan.

(2)	Includes shares subject to outstanding awards granted under our 2015 Plan as of December 31, 2023, assuming that outstanding performance-based awards are earned at “target” levels of performance.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 12, 2024 with respect to the beneficial ownership of our common stock by (i) each person who beneficially holds more than 5% of the outstanding shares of our common stock based solely on our review of SEC filings; (ii) each director or director nominee; (iii) each named executive officer listed in the table titled “2023 Summary Compensation Table” above; and (iv) all directors and executive officers as a group.

The number of shares beneficially owned by each stockholder is determined under SEC rules and generally includes shares for which the holder has voting or investment power. The information does not necessarily indicate beneficial ownership for any other purpose. For purposes of calculating each person’s or group’s percentage ownership, shares of common stock issuable pursuant to the terms of restricted stock unit exercisable or vesting within 60 days after April 12, 2024 are included as outstanding and beneficially owned for that person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

Unless otherwise indicated, the address for all persons named below is c/o Four Corners Property Trust, Inc., 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percent of Outstanding Common Stock⁽¹⁾
Beneficial holders of 5% or more of our common stock:
BlackRock, Inc.⁽²⁾	16,944,865	18.4%
The Vanguard Group⁽³⁾	10,518,844	11.4%
FMR LLC⁽⁴⁾	10,342,108	11.2%
State Street Corp⁽⁵⁾	5,757,447	6.3%
Victory Capital Management⁽⁶⁾	4,756,702	5.2%

Named Executive Officers, Directors and Director Nominees:
William H. Lenehan	612,402	*
Douglas B. Hansen	64,078	*
John S. Moody	60,945	*
Marran H. Ogilvie⁽⁷⁾	45,075	*
Charles L. Jemley⁽⁸⁾	28,523	*
Toni Steele⁽⁹⁾	16,035	*
Liz Tennican⁽¹⁰⁾	16,035	*
Barbara Jesuele	5,968	*
Gerald R. Morgan	150,186	*
James L. Brat	115,943	*
All current executive officers and directors as a group (10 persons)	1,115,190	1.2%

*	Less than one percent (1%).

(1)	The percentage of beneficial ownership shown in the following table is based on 91,986,471 outstanding shares of common stock as of April 12, 2024.

(2)

Based solely on an amendment to Schedule 13G filed with the SEC on January 19, 2024. BlackRock, Inc. has sole dispositive power with respect to 16,944,865 shares and sole voting power with respect to 16,623,637 shares. BlackRock, Inc. has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Fund Managers Ltd. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(3)

Based solely on an amendment to Schedule 13G filed with the SEC on February 13, 2024. The Vanguard Group has shared voting power with respect to 145,390 shares, sole dispositive power with respect to 10,278,837 shares, and shared dispositive power with respect to 240,007 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4)

Based solely on an amendment to Schedule 13G filed with the SEC on February 9, 2024. FMR LLC has sole dispositive power with respect to 10,342,108 shares and sole voting power with respect to 9,989,200 shares. FMR LLC has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Diversifying Solutions LLC, Fidelity Management & Research Company LLC, and Strategic Advisers LLC. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

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(5)

Based solely on an amendment to Schedule 13G filed with the SEC on January 30, 2024. State Street Corporation has shared dispositive power with respect to 5,748,847 shares, and shared voting power with respect to 4,626,547 shares. State Street Corporation has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: SSGA Funds Management, Inc., State Street Global Advisors Limited, State Street Global Advisors, Australia, Limited, State Street Global Advisors (Japan) Co., Ltd., State Street Global Advisors Europe Limited, and State Street Global Advisors Trust Company. The address of State Street Corporation is 1 Congress Street, Suite 1, Boston, MA 02114-2016.

(6)	Based solely on a Schedule 13G filed with the SEC on February 6, 2024. Victory Capital Management Inc. has sole voting power on 4,756,702 shares and sole dispositive power on 4,778,677 shares. The address of Victory Capital Management, Inc. is 4900 Tiedeman Rd, 4th Floor, Brooklyn, OH 44144.

(7)	Includes 33,127 vested RSUs (together with their respective vested Dividend Equivalent Units) that Ms. Ogilvie has elected to defer payment of until her separation from service with the Board in accordance with the Company’s director compensation policy.

(8)	Includes 22,445 vested RSUs (together with their respective vested Dividend Equivalent Units) that Mr. Jemley has elected to defer payment of until his separation from service with the Board in accordance with the Company’s director compensation policy.

(9)	Includes 11,285 vested RSUs (together with their respective vested Dividend Equivalent Units) that Ms. Steele has elected to defer payment of until her separation from service with the Board in accordance with the Company’s director compensation policy.

(10)	Includes 11,285 vested RSUs (together with their respective vested Dividend Equivalent Units) that Ms. Tennican has elected to defer payment of until her separation from service with the Board in accordance with the Company’s director compensation policy.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Procedures for Approval of Related Party Transactions

Our Board has adopted a policy regarding the approval of any “interested transaction,” which is any transaction or series of transactions in which we or any of our subsidiaries is or are to be a participant, the amount involved exceeds $50,000, and a “related person” (as defined under SEC rules) has a direct or indirect material interest. The Board will take into account, among other facts and circumstances it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, and the extent of the related party’s interest in the transaction. Our policy requires any director who may be interested in an interested transaction to recuse himself or herself from any consideration of such transaction. If an interested transaction will be ongoing, the Board may establish guidelines for the Company’s management to follow in its dealings with the related party.

In 2023, the Company had no related party transactions that exceeded the “interested transaction” threshold.

MISCELLANEOUS

Stockholder Proposals and Nominations

Any proposal of a stockholder intended to be included in our proxy statement for the 2025 Annual Meeting of Stockholders pursuant to SEC Rule 14a-8 must be received by us no later than December 20, 2024, unless the date of our 2024 Annual Meeting of Stockholders is more than 30 days before or after June 6, 2024, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials. All proposals should be directed to our General Counsel and Secretary, at 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.

To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 7, 2025.

A stockholder nomination of a person for election to our Board or a proposal for consideration at our 2024 Annual Meeting of Stockholders not intended to be included in our proxy statement pursuant to SEC Rule 14a-8 must be submitted in accordance with the advance notice procedures and other requirements set forth in Section 6 and Section 7 of Article II of our bylaws. Pursuant to Section 6 and Section 7 of Article II of our bylaws, we must receive timely notice of the nomination or other proposal in writing by not later than March 8, 2025, nor earlier than February 6, 2025. However, in the event that the 2024 Annual Meeting of Stockholders is advanced by more than 30 days or delayed by more than 60 days from the first anniversary of the date of the 2024 Annual Meeting of Stockholders, notice by the stockholder to be timely must be received not less than the later of the close of business on (1) the 90th day prior to such annual meeting or (2) the 10^th day following the day on which such notice of the date of the annual meeting was mailed or the first public disclosure of the date of the annual meeting was made, whichever occurs first. A copy of our bylaws can be obtained from our General Counsel and Secretary, at 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.

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Householding

Any stockholder, including both stockholders of record and beneficial holders who own their shares through a broker, bank or other nominee, who share an address with another holder of our common stock are only being sent one Notice of Internet Availability of Proxy Materials or set of proxy materials, unless such holders have provided contrary instructions. We will deliver promptly upon written or oral request a separate copy of these materials to any holder at a shared address to which a single copy of the proxy materials were delivered. If you wish to receive a separate copy of these materials in the future or if you are receiving multiple copies and would like to receive a single copy, please contact our General Counsel and Secretary, in writing, at 591 Redwood Highway, Suite 3215, Mill Valley, California 94941, or by telephone at 415-965-8030.

Other Matters

We do not intend to bring before the Annual Meeting any matters other than the proposals specifically described above, and we know of no matters other than those to come before the Annual Meeting. If any other matters properly come before the Annual Meeting or any postponement or adjournment thereof, it is the intention of the persons named in the accompanying proxy to vote such proxy in accordance with the recommendation of our management on such matters, including any matters dealing with the conduct of the Annual Meeting.

			By Order of the Board of Directors

			JAMES L. BRAT
			Chief Operations Officer, General Counsel and Secretary

Dated: April 19, 2024

Mill Valley, California

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ANNEX A

Supplemental Financial Measures

The following table presents a reconciliation of GAAP net income to Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”) for the years ended December 31, 2023 and 2022.

Four Corners Property Trust

FFO and AFFO

(Unaudited)

(In thousands, except share and per share data)

	Twelve Months Ended December 31,
	2023	2022
Funds from operations (FFO):
Net income	$95,462	$97,908
Depreciation and amortization	50,592	41,342
Realized gain on sales of real estate	(2,341)	(8,139)
FFO (as defined by NAREIT)	$143,713	$131,111
Straight-line rental revenue	(5,523)	(6,372)
Deferred income tax benefit⁽¹⁾	(259)	(125)
Stock-based compensation	6,271	4,978
Non-cash amortization of deferred financing costs	2,311	2,104
Non-real estate investment depreciation	139	129
Other non-cash revenue adjustments	2,061	2,151
Adjusted Funds from Operations (AFFO)	$148,713	$133,976

Fully diluted shares outstanding⁽²⁾	88,861,587	81,921,624

FFO per diluted share	$1.62	$1.60

AFFO per diluted share	$1.67	$1.64

(1)	Amount represents non-cash deferred income tax benefit recognized at the Kerrow Restaurant Business

(2)	Assumes the issuance of common shares for OP units held by non-controlling interest.

Non-GAAP Definitions

The certain non-GAAP financial measures included above management believes are helpful in understanding our business, as further described below. Our definition and calculation of non-GAAP financial measures may differ from those of other REITs and therefore may not be comparable. The non-GAAP measures should not be considered an alternative to net income as an indicator of our performance and should be considered only a supplement to net income, and to cash flows from operating, investing or financing activities as a measure of profitability and/or liquidity, computed in accordance with U.S. GAAP.

FFO is a supplemental measure of our performance which should be considered along with, but not as an alternative to, net income and cash provided by operating activities as a measure of operating performance and liquidity. We calculate FFO in accordance with the standards established by the NAREIT. FFO represents net income (loss) computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of property and undepreciated land and impairment write-downs of depreciable real estate, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. We also omit the tax impact of non-FFO producing activities from FFO determined in accordance with the NAREIT definition.

Our management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, it provides a performance measure

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that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We offer this measure because we recognize that FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. FFO is a non-GAAP measure and should not be considered a measure of liquidity including our ability to pay dividends or make distributions. In addition, our calculations of FFO are not necessarily comparable to FFO as calculated by other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us. Investors in our securities should not rely on these measures as a substitute for any U.S. GAAP measure, including net income.

Adjusted Funds from Operations is a non-U.S. GAAP measure that is used as a supplemental operating measure specifically for comparing year-over-year ability to fund dividend distribution from operating activities. AFFO is used by us as a basis to address our ability to fund our dividend payments. We calculate AFFO by adding to or subtracting from FFO:

1.	Transaction costs incurred in connection with business combinations

2.	Straight-line rent

3.	Stock-based compensation expense

4.	Non-cash amortization of deferred financing costs

5.	Other non-cash interest expense (income)

6.	Non-real estate investment depreciation

7.	Merger, restructuring and other related costs

8.	Impairment charges

9.	Other non-cash revenue adjustments, including amortization of above and below market leases and lease incentives

10.	Amortization of capitalized leasing costs

11.	Debt extinguishment gains and losses

12.	Non-cash expense (income) adjustments related to deferred tax benefits

AFFO is not intended to represent cash flow from operations for the period, and is only intended to provide an additional measure of performance by adjusting the effect of certain items noted above included in FFO. AFFO is a widely reported measure by other REITs; however, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not be comparable to other REITs.

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Date	Price Target	Rating	Analyst
7/8/2024		Mkt Perform	JMP Securities
9/21/2023	$28.00	Overweight	Wells Fargo
11/21/2022	$28.00	Outperform → In-line	Evercore ISI
9/13/2022	$31.00	Outperform	Evercore ISI
8/2/2022	$31.00 → $30.00	Buy → Hold	Berenberg
8/1/2022	$30.00	Buy → Neutral	Janney
6/23/2022	$26.00	Neutral	Credit Suisse
10/28/2021	$30.00 → $32.00	Outperform	Raymond James

SEC Form DEF 14A filed by Four Corners Property Trust Inc.

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FCPT Announces Acquisition of a Miller's Ale House Property for $3.8 Million

FCPT Announces Acquisition of Three Christian Brothers Automotive Properties for $9.6 Million

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Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

President and CEO Lenehan William H bought $149,832 worth of shares (6,230 units at $24.05), increasing direct ownership by 1% to 620,394 units (SEC Form 4)

Hansen Douglas B bought $107,613 worth of shares (4,950 units at $21.74) (SEC Form 4)

Lenehan William H bought $198,450 worth of shares (9,000 units at $22.05), increasing direct ownership by 2% to 568,443 units (SEC Form 4)

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JMP Securities initiated coverage on Four Corners Property Trust

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SEC Form SC 13G/A filed by Four Corners Property Trust Inc. (Amendment)

SEC Form SC 13G/A filed by Four Corners Property Trust Inc. (Amendment)

SEC Form SC 13G/A filed by Four Corners Property Trust Inc. (Amendment)

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SEC Form 10-Q filed by Four Corners Property Trust Inc.

Four Corners Property Trust Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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FCPT Announces Acquisition of a Miller's Ale House Property for $3.8 Million

FCPT Announces Acquisition of Three Christian Brothers Automotive Properties for $9.6 Million

FCPT Announces Third Quarter 2024 Financial and Operating Results

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Chief Financial Officer Wernig Patrick L. acquired 839 shares, increasing direct ownership by 0.71% to 118,387 units (SEC Form 4)

Chief Accounting Officer Stewart Niccole acquired 213 shares, increasing direct ownership by 0.60% to 35,688 units (SEC Form 4)

Chief Operations Officer Brat James L acquired 674 shares, increasing direct ownership by 0.57% to 118,187 units (SEC Form 4)

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